TCR_Public/080915.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 15, 2008, Vol. 12, No. 220           

                             Headlines

505 CLO: Moody's Puts Ba2 Rating on $15MM Class E Secured Notes
4515-4521 FULTON: Case Summary & Four Largest Unsecured Creditors
ABFC TRUST: S&P Corrects Rating on Class A-2C ABFC 2006-HE1 Trust
ADVANSTAR INC: S&P Downgrades Corporate Credit Rating to 'B-'
AMEREN CORP: S&P Lifts 'BB' Corporate Credit Ratings of Units

AMERICAN HOME: Moody's Downgrades Ratings of 124 Tranches
AMERICAN INTERNATIONAL: To Overhaul Business, May Sell ILFC Unit
AMERICAN INTERNATIONAL: S&P Puts Ratings on CreditWatch Negative
AMERICAN INTERNATIONAL: S&P Puts ILFC Unit's Ratings on Watch Neg
AMERICAN MEDICAL: June 30 Balance Sheet Upside-Down by $256,586

AMR CORP: Load Factor Declines 1.5 Points Compared to Last Year
AROMAS-SAN JUAN: Fitch Trims $11MM GO Bonds Rating to 'BB+'
AVADO BRANDS: Wants to Extend Exclusive Periods for Chap. 11 Plan
BEATRICE BIODIESEL: Wants Case Converted Due to Depleting Cash
BERTHEL GROWTH: June 30 Balance Sheet Upside-Down by $5,797,917

BHM TECHNOLOGIES: Panel's Objection Excluded from Solicitation
BHM TECHNOLOGIES: Court Extends Exclusive Periods to Dec. 15
BHM TECHNOLOGIES: Wants C&A Litigation Trust's Claim Proofs Denied
BOSCOV'S INC: Obtains Final OK to Use Cash Collateral
BOSCOV'S INC: Panel Wants to Retain Cooley Godward as Lead Counsel

BOSCOV'S INC: Salient Terms of $250 Million DIP Financing
BOSCOV'S INC: Wants to Cure Defaults on Cornell-Mayo Contract
BRAY & GILLESPIE: Files for Chapter 11 Bankruptcy Protection
BRAY & GILLESPIE: Case Summary & 20 Largest Unsecured Creditors
CADENCE INNOVATION: Trustee Appoints Unsecured Creditors Committee

CADENCE INNOVATION: Sec. 341(a) Meeting of Creditors Set Oct. 3
CAPRIUS INC: Posts $1,360,644 Net Loss in 3rd Qtr. Ended June 30
CARBONE COS: Fifth Third Bank Wants Case Converted to Chapter 7
CHARLES RIVER: Collateral Slide Cues Fitch to Cut Seven Ratings
CILCO: S&P Lifts 'BB' Corporate Credit Rating

CILCORP INC: S&P Lifts 'BB' Corporate Credit Rating
CIPS: S&P Lifts 'BB' Corporate Credit Rating
COMMONWEALTH EDISON: S&P Lifts 'BB' Corp. Credit Rating to 'BBB-'
COMUNITY LENDING: Seeks to Extend Exclusive Solicitation Period
CYGNUS BUSINESS: Moody's Cuts Corporate Family Rating to Caa1

DAVID KEMPTON: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: Will Get Add'l $4.6BB from GM for Transformation Plan
DIABLO GRANDE: Court Approves Sale to World International
DOV PHARMACEUTICAL: Posts $1,938,471 Net Loss in 2008 2nd Quarter
DOWNEY FINANCIAL: S&P Cuts Rating on Long-Term Credit to 'B-'

DUNMORE HOMES: Court Approves Immaterial Modifications to Plan
FANNIE MAE: Sells $7 Bil. Syndicated Benchmark Notes to Investors
FREMONT GENERAL: May Employ FTI to Provide Interim Management
FREMONT GENERAL: Equity Panel May Employ Weiland Golden as Counsel
FREMONT GENERAL: Equity Panel Withdraws Request for Documents

GENERAL MOTORS: To Give Add'l $4.6 Bil. for Delphi's Trasformation
GREEKTOWN CASINO: Serves Discovery Requests on Committee
GREEKTOWN CASINO: Wants Ernst & Young as Tax Services Provider
GREEKTOWN CASINO: Seeks to Extend Lease Assumption Deadline
HERALD LIMITED: Moody's Junks $121,400,000 Series 25 Secured Notes

HERFF JONES: Moody's Rates Corporate Family Rating Ba3
HINES HORTICULTURE: Bid Procedures Hearing Set for September 23
HINES HORTICULTURE: U.S. Trustee Forms Five-Member Committee
HINES HORTICULTURE: Section 341(a) Meeting Slated for October 3
HINES HORTICULTURE: Gets Final OK to Access $62MM BofA DIP Fund

HOME INTERIORS: Seeks to Hire CRG Partners as Business Consultant
ILLINOIS POWER: S&P Lifts 'BB' Corporate Credit Rating
INDRA SEARS: Case Summary & 20 Largest Unsecured Creditors
INTERMET CORP: Hearing on Case Conversion Set for September 16
INTERSTATE BAKERIES: Gets Prepetition Lenders' Plan Funding Pledge

IVOICE INC: Earns $1,553,580 in 2008 Second Quarter
JOHN MAURER JR.: Case Summary & 20 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Wants to Extend Lease Rejection Period
LBREP/L MCSWEENY: Involuntary Chapter 11 Case Summary
LBREP/L MCALLISTER: Involuntary Chapter 11 Case Summary

LBREP/L SUMMERWIND: Involuntary Chapter 11 Case Summary
LB-UBS COMM: S&P Cuts 'B-' Rating on Class S Certs. to 'CCC+'
LEHMAN BROTHERS: Liquidation Near After Sale Talks End, WSJ Says
LEHMAN BROTHERS: ISDA Confirms Net Trading Session Sunday
MAGNOLIA CAR WASH: Voluntary Chapter 11 Case Summary

MAJESKY AUTOMOTIVE: Wants Fifth Third Bank Approved as Buyer
MDWERKS INC: Posts $4,124,154 Net Loss in 2008 Second Quarter
MERCURY COS: Court Allows Payment of Workers' Back Wages
MERRILL LYNCH: To Be Acquired by Bank of America for $44 Billion
MIDLAND FOOD: Declares $34.6 Million in Liabilities

NATIONAL DATA: June 30 Balance Sheet Upside-Down by $936,375
NATIONAL DRY CLEANERS: Sale Hearing Slated for September 19
NELLSON NUTRACEUTICAL: Court Confirms Chapter 11 Liquidation Plan
NEW YORK RACING: Court Approves Settlement Deal with State
NORTHLAKE CDO: Fitch Cuts Ratings on Four Notes; Removes Watch

NOVASTAR MORTGAGE: Faces Involuntary Chapter 7 Bankruptcy
NOVASTAR MORTGAGE: Involuntary Chapter 11 Case Summary
PETER HENSCHEL: Voluntary Chapter 11 Case Summary
PIERRE FOODS: Files Schedules of Assets and Liabilities
PORTOLA PACKAGING: Receives First Day Orders from Court

QUEBECOR WORLD: Wants Until Jan. 2009 to File Reorganization Plan
QUIGLEY CO: U.S. Trustee Wants Examiner to Probe Pfizer Pact
RADIO ONE: Moody's Cuts Rating on Sr. Subordinated Notes to Caa1
REDMOND 74: Case Summary & Three Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Moody's Cuts Ratings on Secured Bonds to Ca

REVLON INC: Plans to Reduce Debt by $170 Million
RHYNO CBO: S&P Upgrades 'CC' Rating on Class A-3 to 'BB'
ROBERT KAPPE: Voluntary Chapter 11 Case Summary
SAGECREST DIXON: Case Summary & 14 Largest Unsecured Creditors
SILVERTIP COMMUNITIES: Case Summary & 6 Largest Unsec. Creditors

SONICBLUE INC: Court OKs Chapter 11 Trustee's Disclosure Statement
SOUTHEAST WAFFLES: Guilty of Massive Kiting Scheme, FirstBank Says
SOUTHEAST WAFFLES: Wants to Use First Bank's Cash Collateral
SOUTHEAST WAFFLES: Seeks Court's Okay to Pay Utility Charges
SSS LLC: Case Summary and 6 Largest Unsecured Creditors

STANDARD PACIFIC: Inks Severance Agreement with Jeffrey Peterson
STARMARK CLINIC: Voluntary Chapter 11 Case Summary
STEVE & BARRY'S: Stores in Texas and New York To Close
STEVE & BARRY'S: Enters into Stipulation with Extra Plastic
STEVE & BARRY'S: Dell Financial Wants to Recover Equipment

STEVE CAVANAUGH: County Seeks $258,400 for Promised Road Projects
SURGICAL OFFICES: Case Summary & 5 Largest Unsecured Creditors
SYLVESTER BALLARD: Case Summary & 20 Largest Unsecured Creditors
SYNTAX-BRILLIAN: Wants Olevia to Complete Sept. 15 Sale Deal
TEXAS STATE HOUSING: S&P Assigns 'D' Rating on 2002C Revenue Bonds

TOUSA INC: Court Denies HSBC's Challenge Period Extension Request
TRANSMERIDIAN EXPLORATION: Exchange Offer Due Further Extended
TRIBUNE CO: Completes 10% Stake Sale in CareerBuilder to Gannett
TRIBUNE LIMITED: Moody's Cuts Rating on $10,136,000 Notes to C
URBANA COUNTRY: Case Summary & 4 Largest Unsecured Creditors

US ANTIMONY: Earns $701,230 in 2008 Second Quarter
VICTORY MEMORIAL: Wants to Access $2 Mil. Borgen Facility
WASHINGTON MUTUAL: Fitch Cuts Ratings on Debts & Preferred Stocks
WELLMAN INC: Court Finds BNY's Collateral Worth $140 Million
WELLMAN INC: Deadline for Disclosure Statement Approval is Today

WILLIAM WRENN: Case Summary & 11 Largest Unsecured Creditors
WILSONS LEATHER: Faces Involuntary Chapter 7 Petition in Delaware

* S&P Junks 10 Class of Notes from CDO Transactions
* S&P Junks 34 Class Certificates from U.S. Subprime RMBS

* Proskauer Rose to Open Offices in Hong Kong and Beijing

* BOND PRICING: For the Week of Aug. 4 - Aug. 8, 2008

                             *********

505 CLO: Moody's Puts Ba2 Rating on $15MM Class E Secured Notes
---------------------------------------------------------------
Moody's Investors Service has assigned Ba2 rating to 505 CLO IV
Ltd.'s $15,000,000 Class E secured deferrable floating rate notes
due August 2018.

Moody's also placed these ratings to these notes issued by 505
CLO:

     -- Aaa to the U.S. $315,000,000 Class A-1 senior secured  
        floating rate notes due August 2018;

     -- Aaa to the U.S. $315,000,000 Class A-2 senior secured
        floating rate notes due August 2018;

     -- Aa2 to the U.S. $62,000,000 Class B senior secured
        floating rate notes due August 2018;

     -- A2 to the U.S. $48,000,000 Class C senior secured floating
        rate notes due August 2018; and

     -- Baa2 to the U.S. $25,000,000 Class D secured deferrable
        floating rate notes due August 2018; and

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans,
the transaction's legal structure and the characteristics of the
underlying assets.

The deal is static.  CIT Asset Management LLC will manage the
disposition of collateral on behalf of the Issuer.


4515-4521 FULTON: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 4515 - 4521 Fulton Avenue Partners, LLC
        23901 Calabasas Road #2085
        Calabasas, CA 91302-3380

Bankruptcy Case No.: 08-16891

Chapter 11 Petition Date: September 11, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  jhayes@polarisnet.net
                  M. Jonathan Hayes
                  21800 Oxnard St., Ste. 840
                  Woodland Hills, CA 91367
                  Tel: (818) 710-3656
                  Fax: (818) 710-3659

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califcb08-16891.pdf
                       

ABFC TRUST: S&P Corrects Rating on Class A-2C ABFC 2006-HE1 Trust
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on
classes A-2B and A-2C from ABFC 2006-HE1 Trust after taking
erroneous rating actions on these classes on Sept. 9, 2008.

"We reinstated our pre-Sept. 9 'AAA' rating on class A-2B, which
we downgraded in error to 'BB' on Sept. 9, and then affirmed the
'AAA' rating and removed it from CreditWatch negative based on
actual and projected credit support that is sufficient to maintain
the rating," S&P Said.  "We revised our rating on class A-2C to
'BB' and removed it from CreditWatch negative after having lowered
it to 'B' from 'AAA' on Sept. 9."

"The corrected downgrade, which is less severe than the downgrade
of Sept. 9, reflects the collateral performance  of the class,"
S&P continued.

The Sept. 9 rating actions were part of a larger review of U.S.
subprime residential mortgage-backed securities (RMBS)
transactions issued in 2006 and 2007 (for more information, see
"256 Ratings Lowered On 36 U.S. Subprime RMBS Deals From 2006-
2007; 147 Ratings Affirmed," published Sept. 9, 2008).

This transaction is backed by conventional, fully amortizing,
adjustable- and fixed-rate mortgage loans secured by first or
second liens on one- to four-family residential properties.

Ratings revised

ABFC 2006-HE1 Trust

                        Rating

Class       Current     Sept. 9     Pre-Sept. 9
-----       -------     -------     -----------
A-2B        AAA         BB          AAA/Watch Neg
A-2C        BB          B           AAA/Watch Neg


ADVANSTAR INC: S&P Downgrades Corporate Credit Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on New York City-based business-to-
business media company Advanstar Inc. and its operating
subsidiary, Advanstar Communications Inc. (The two entities are
rated on a consolidated basis.)  The corporate credit rating on
the parent company was lowered to 'B-' from 'B'.

"At the same time, we placed these ratings on CreditWatch with
negative implications, due to weak operating performance and
thinning liquidity," S&P said.

Pro forma for acquisitions and purchase accounting adjustments,
revenue declined 6% year over year and EBITDA declined 9% for the
first six months of 2008.  Revenue in trade publishing has
declined from previous year levels, affected by weak cyclical
advertising demand, whereas revenue from trade shows has remained
relatively stable.  Total lease-adjusted interest coverage is thin
at 1.1x for the 12 months ended June 30, 2008, which includes the
mark to market gain or loss on interest rate swaps, and is pro
forma for acquisitions and purchase accounting adjustments.

Unadjusted cash interest coverage was 1.5x.  The company's margin
of compliance with its leverage covenant is also narrowing.  This
covenant steps down on Sept. 30, 2008, and then again on March
31, 2009.  Advanstar will have to reduce leverage significantly in
the near term to avoid a covenant breach as this covenant
tightens.

"In resolving the CreditWatch listing, we will continue to monitor
Advanstar's business outlook and review management's plan, if any,
for seeking an amendment or waiver on its credit agreement," said
Standard & Poor's credit analyst Tulip Lim.  "We may lower the
rating if cash interest coverage, or the company's margin of
compliance with financial covenants, continues to narrow."


AMEREN CORP: S&P Lifts 'BB' Corporate Credit Ratings of Units
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Ameren Corp.'s Illinois subsidiaries Illinois
Power Co. (IP), Central Illinois Public Service Co. (CIPS),
CILCORP Inc., and Central Illinois Light Co. (CILCO) to 'BBB-'
from 'BB'.

"At the same time, we affirmed the 'BBB-' ratings on Ameren, its
Missouri utility subsidiary Union Electric Co. (UE), and
unregulated generation subsidiary Ameren Energy Generating Co.,"
S&P said.  "The outlook is stable on all entities.  St. Louis,
Mo.-based Ameren had about $6.1 billion in consolidated
outstanding long-term debt at June 30, 2008, excluding IP's
securitized debt," S&P related.

"The upgrades on the Illinois subsidiaries reflect Standard &
Poor's assessment that the regulatory and political environment in
Illinois will be reasonably supportive of investment grade credit
quality with regard to their pending rate cases.  The Illinois
Commerce Commission's (ICC) administrative law judges (ALJ) have
endorsed electric and gas delivery service rate increase
of $163.5 million, nearly 80% of the revised amount sought by
Ameren's Illinois utilities, and significantly more than the
$47 million rate hike recommended by the ICC staff.

"The ALJ decision is not binding on the ICC, whose final rate
order is expected by Sept. 30, 2008.  Unlike the significant
rate increase requests in 2006-2007 that became so highly
politicized, there has been virtually no resurgence of political
interference or opposition to higher rates, other than the
Citizens Utility Board, which characteristically opposes the
utilities' position for higher rates.

"Moreover, the ICC's recently approved $270 million rate hike for
Commonwealth Edison Co., a subsidiary of Exelon Corp., was
supportive of credit quality and was materially larger that
that of the ALJ's and staff's positions.  In raising the ratings
on the Illinois subsidiaries, we are assuming that higher rates,
which would become effective in October, do not again become
highly politicized," S&P said.


AMERICAN HOME: Moody's Downgrades Ratings of 124 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 124
tranches from 15 Option ARM transactions issued by American Home.  
Thirty two downgraded tranches remain on  review for further
possible downgrade and one tranche was placed on review for
further possible downgrade.  Additionally, six 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.  
Certain tranches were confirmed due to additional enhancement
provided by structural features.  The actions described below are
a result of Moody's on-going review process.

Moody's Investors Service has also published the underlying
ratings on the insured notes as identified below, and has taken
action on certain of these tranches accordingly.  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 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.

In addition, during the course of Moody's review of American Home
deals, it came to light that in a rating action dated June 20,
2008, Moody's analysis of American Home Mortgage Assets Trust
2006-1, American Home Mortgage Assets Trust 2006-3, American Home
Mortgage Assets Trust 2006-4, American Home Mortgage Assets Trust
2006-5, American Home Mortgage Assets Trust 2006-6, American Home
Mortgage Investment Trust 2006-3, American Home Mortgage
Investment Trust 2006-1, American Home Mortgage Investment Trust
2006-2, American Home Mortgage Investment Trust 2007-1, and
American Home Mortgage Investment Trust 2005-4 did not take into
account the impact of additional Mortgage Insurance, which caused
losses to be overestimated for these transactions.  Although the
rating actions for tranches from these deals take into account
additional Mortgage Insurance, the downgrades are driven by
deterioration in performance between the June 20 action and Sept.
10.

* Issuer: American Home Mortgage Asset Trust 2007-4

         -- Cl. A-3

            Current Rating: Aaa

            Financial Guarantor: Financial Security Assurance Inc.
            (Aaa, on review for further possible downgrade)

            Underlying Rating: Aaa

         -- Cl. A-5, placed on review for further possible
            downgrade, currently Aaa

            Financial Guarantor: Financial Security Assurance Inc.
            (Aaa, on review for further possible downgrade)

            Underlying Rating: Ba2

         -- Cl. M-1, downgraded to B2 from Baa2; placed under
            review for further possible downgrade

         -- Cl. M-2, downgraded to B3 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to Caa2 from Ba3

         -- Cl. M-4, downgraded to Ca from B2

         -- Cl. M-5, downgraded to Ca from B3

         -- Cl. M-6, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2006-1

         -- Cl. 1A1, downgraded to Aa2 from Aaa

         -- Cl. 1A4, downgraded to Aa3 from Aaa

         -- Cl. 2A3, downgraded to Aa3 from Aaa

         -- Cl. X-A, confirmed at Aaa

         -- Cl. X-B, confirmed at Aaa

         -- Cl. X-C, confirmed at Aaa

         -- Cl. M-1, downgraded to A3 from Aa3

         -- Cl. M-2, downgraded to Baa3 from Baa1

         -- Cl. M-3, downgraded to Ba2 from Baa3

         -- Cl. M-4, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-5, downgraded to B3 from Ba3; placed under
            review for further possible downgrade

         -- Cl. M-6, downgraded to Caa2 from B3

         -- Cl. M-7, downgraded to Ca from B3

         -- Cl. M-8, downgraded to Ca from Caa1

         -- Cl. M-9, downgraded to Ca from Caa1

* Issuer: American Home Mortgage Assets Trust 2006-2

         -- Cl. 1A3, downgraded to Baa1 from Aaa

         -- Cl. 2A3, downgraded to Baa1 from Aaa

         -- Cl. M-1, downgraded to B2 from A3

         -- Cl. M-2, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to Caa2 from Ba3

         -- Cl. M-4, downgraded to Ca from B3

         -- Cl. M-5, downgraded to C from Caa1

         -- Cl. M-6, downgraded to C from Caa1

         -- Cl. M-7, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2006-3

         -- Cl. I-A-3, downgraded to Ba1 from Aaa

         -- Cl. II-A-2, confirmed at Aaa

         -- Cl. II-A-3-1, downgraded to Ba1 from Aaa

         -- Cl. II-A-3-2, downgraded to Ba1 from Aaa

         -- Cl. III-A-2, confirmed at Aaa

         -- Cl. III-A-3-1, downgraded to Ba1 from Aaa

         -- Cl. III-A-3-2, downgraded to Ba1 from Aaa

         -- Cl. M-1, downgraded to B3 from Baa2; placed under
            review for further possible downgrade

         -- Cl. M-2, downgraded to B3 from Ba1; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-4, downgraded to Caa1 from Ba3

         -- Cl. M-5, downgraded to Ca from B3

         -- Cl. M-6, downgraded to Ca from B3

         -- Cl. M-7, downgraded to C from Caa1

         -- Cl. M-8, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2006-4

         -- Cl. I-A-2-1, downgraded to Aa1 from Aaa

         -- Cl. I-A-2-2, downgraded to Aa1 from Aaa

         -- Cl. I-A-3, downgraded to Ba2 from Aaa

         -- Cl. II-A-2, downgraded to Aa1 from Aaa

         -- Cl. II-A-3, downgraded to Ba2 from Aaa

         -- Cl. M-1, downgraded to B3 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-2, downgraded to B3 from Ba2; placed
under             
            review for further possible downgrade

         -- Cl. M-3, downgraded to Caa1 from Ba3

         -- Cl. M-4, downgraded to Ca from B2

         -- Cl. M-5, downgraded to Ca from B3

         -- Cl. M-6, downgraded to Ca from Caa1

         -- Cl. M-7, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2006-5

         -- Cl. A-2, downgraded to Aa2 from Aaa

         -- Cl. A-3-1, downgraded to Ba2 from Aaa

         -- Cl. A-3-2, downgraded to Ba2 from Aaa

         -- Cl. M-1, downgraded to B3 from Ba3; placed under
            review for further possible downgrade

         -- Cl. M-2, downgraded to Caa1 from B1

         -- Cl. M-3, downgraded to Ca from B2

         -- Cl. M-4, downgraded to Ca from B3

         -- Cl. M-5, downgraded to Ca from B3

         -- Cl. M-6, downgraded to C from Caa1

         -- Cl. M-7, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2006-6

         -- Cl. A1-C, downgraded to Ba2 from Aaa

         -- Cl. A2-B, downgraded to Ba2 from Aaa

         -- Cl. M-1, downgraded to B3 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-2, downgraded to B3 from Ba1; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-4, downgraded to Caa1 from Ba3

         -- Cl. M-5, downgraded to Caa2 from B2

         -- Cl. M-6, downgraded to Ca from B2

         -- Cl. M-7, downgraded to Ca from B3

         -- Cl. B-1, downgraded to Ca from B2

* Issuer: American Home Mortgage Assets Trust 2007-1

         -- Cl. A-3, downgraded to Baa1 from Aaa

         -- Cl. M-1, downgraded to B3 from A1; placed under review
            for further possible downgrade

         -- Cl. M-2, downgraded to B3 from Baa2; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to Caa1 from Ba3

         -- Cl. M-4, downgraded to Caa3 from B1

         -- Cl. M-5, downgraded to Ca from B2

         -- Cl. M-6, downgraded to Ca from B3

         -- Cl. M-7, downgraded to Ca from Caa1

         -- Cl. M-8, downgraded to C from Ca

* Issuer: American Home Mortgage Assets Trust 2007-2

         -- Cl. A-3, downgraded to A3 from Aaa

         -- Cl. M-1, downgraded to Ba2 from Aaa

         -- Cl. M-2, downgraded to B1 from Aa3; placed
under                                    
            review for further possible downgrade

         -- Cl. M-3, downgraded to B2 from A1; placed under review
            for further possible downgrade

         -- Cl. M-4, downgraded to B3 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-5, downgraded to B3 from Ba1; placed under
            review for further possible downgrade

         -- Cl. M-6, downgraded to Caa1 from Ba3

         -- Cl. M-7, downgraded to Ca from B1

         -- Cl. M-8, downgraded to Ca from B2

         -- Cl. M-9, downgraded to Ca from Caa1

* Issuer: American Home Mortgage Assets Trust 2007-5

         -- Cl. A-3, downgraded to Baa3 from Aaa

         -- Cl. M-1, downgraded to B1 from Aa1

         -- Cl. M-2, downgraded to B2 from A2; placed under review
            for further possible downgrade

         -- Cl. M-3, downgraded to B2 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-4, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-5, downgraded to B3 from Ba3; placed under
            review for further possible downgrade

         -- Cl. M-6, downgraded to Caa1 from B1

         -- Cl. M-7, downgraded to Caa1 from B3

         -- Cl. M-8, downgraded to Ca from Caa1

* Issuer: American Home Mortgage Investment Trust 2006-3

         -- Cl. I-1A-3, downgraded to Ba1 from Aaa

         -- Cl. I-2A-3, downgraded to Ba1 from Aaa

         -- Cl. I-M-1, downgraded to B3 from A3; placed under
            review for further possible downgrade

         -- Cl. I-M-2, downgraded to B3 from Ba3; placed under
            review for further possible downgrade

         -- Cl. I-M-3, downgraded to B3 from B1; placed under
            review for further possible downgrade

         -- Cl. I-M-4, downgraded to Caa1 from B2

         -- Cl. I-M-5, downgraded to Caa3 from B3

* Issuer: American Home Mortgage Investment Trust 2005-4

         -- Cl. I-A-3, downgraded to Aa2 from Aaa

         -- Cl. I-M-1, downgraded to Baa1 from Aa1

         -- Cl. I-M-2, downgraded to Ba1 from A2

* Issuer: American Home Mortgage Investment Trust 2006-1

         -- Cl. I-M-1, downgraded to Aa3 from Aa1

         -- Cl. I-M-2, downgraded to Ba1 from Aa2

* Issuer: American Home Mortgage Investment Trust 2006-2

         -- Cl. I-A-4, downgraded to Baa2 from Aaa

         -- Cl. I-M-1, downgraded to B3 from Baa1; placed
under          
            review for further possible downgrade

* Issuer: American Home Mortgage Investment Trust 2007-1

         -- Cl. A-3, downgraded to Ba1 from Aaa

         -- Cl. IO-P, confirmed at Aaa

         -- Cl. M-1, downgraded to B3 from A2

         -- Cl. M-2, downgraded to B3 from Baa3; placed under
            review for further possible downgrade

         -- Cl. M-3, downgraded to B3 from Ba1; placed under
            review for further possible downgrade

         -- Cl. M-4, downgraded to B3 from Ba2; placed under
            review for further possible downgrade

         -- Cl. M-5, downgraded to B3 from Ba3; placed under
            review for further possible downgrade

         -- Cl. M-6, downgraded to Caa2 from B1

         -- Cl. M-7, downgraded to Ca from B2

         -- Cl. M-8, downgraded to Ca from B3

         -- Cl. B-2, downgraded to C from Ca

A list of these actions including CUSIP identifiers may be found
at http://www.moodys.com


AMERICAN INTERNATIONAL: To Overhaul Business, May Sell ILFC Unit
----------------------------------------------------------------
The Wall Street Journal's Matthew Karnitschnig reports that
American International Group Inc. is planning to unveil a
comprehensive restructuring by early Monday morning that is likely
to include the disposal of major assets including its aircraft-
leasing business -- International Lease Finance Corp. -- and other
holdings, according to people familiar with the matter.  Sources
told the Journal that AIG's management team was scrambling on
Sunday afternoon to prepare the plan and present it to the
company's board for approval.

Mr. Karnitschnig also reports that AIG is in talks with several
private equity firms for capital infusion.  Sources told the
Journal that AIG is seeking to raise more than $10 billion.  AIG
has already raised $20 billion in fresh capital so far this year,
the Journal notes.

As reported by the Troubled Company Reporter on June 20, 2008,
AIG's then new chief executive officer Robert Willumstad said in a
conference call with investors that he would look at AIG with a
fresh eye and conduct a strategic and operational review.  
According to the Journal at that time, Mr. Willumstad may consider
spinning off other units that focus on noninsurance businesses
such as consumer lending or aircraft leasing, or complex financial
instruments like the ones responsible for most of the recent
write-downs.

AIG's ILFC unit has a fleet of more than 900 airplanes valued at
more than $50 billion, according to the Journal.  The report notes
that ILFC, founded in 1973, is the largest single customer for
both Boeing Co. and European Aeronautic Defence & Space Co.'s
Airbus.

AIG may also sell assets related to property and casualty
insurance, according to Mr. Karnitschnig.

AIG considered selling or spinning off the aircraft-leasing arm --
International Lease Finance Corp. -- earlier this year but decided
in June to keep it. Since then, AIG's position has deteriorated,
however, making a disposal more likely.

"As recently as Thursday, AIG, the U.S.'s largest insurer, said it
was sticking to a schedule to unveil its strategic plan on
September 25. But the precipitous drop in its shares, which have
fallen 79% so far this year, forced the insurer to act quickly,"
Mr. Karnitschnig says.  AIG's stock price plunged 31% on Friday in
amid concern that its capital base isn't sufficient to cover its
obligations, the Journal says.

Standard & Poor's warned on Friday that it could cut AIG's credit
rating by one to three notches amid concerns that AIG will have
difficulty accessing capital in the short term.  "Such a step
would make it more expensive for AIG to borrow and further
undermine investor confidence in AIG," Mr. Karnitschnig says.

AIG posted a $5.36 billion second-quarter net loss after a first-
quarter loss of $7.81 billion.

Based in New York City, American International Group Inc. is an
international insurance and financial services organization, with
operations in more than 130 countries and jurisdictions.  The
company is engaged through subsidiaries in General Insurance, Life
Insurance & Retirement Services, Financial Services and Asset
Management.


AMERICAN INTERNATIONAL: S&P Puts Ratings on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on American
International Group Inc. (NYSE: AIG) (AA-/A-1+) and subsidiaries
on CreditWatch with negative implications.

This action follows a significant decline in AIG's share price and
an increase in credit spreads on the company's debt.

"We believe that AIG has sufficient capital and liquidity to meet
its policy obligations and potential collateral requirements,
which are significantly greater than the expected cash losses on
the mortgage-related assets," said Standard & Poor's credit
analyst Rodney Clark. "However, additional market value losses
will place some strain on the company's resources."

Given the movement in the share price and credit spreads, S&P now
believes AIG's potential access to the capital market may be more
restricted in the short term.

Standard & Poor's will continue discussions with the company over
the coming weeks regarding liquidity and capital plans.

"Once we have more clarity on these issues, we could affirm the
current ratings on the holding company and operating companies or
lower them by one to three notches," S&P says.


AMERICAN INTERNATIONAL: S&P Puts ILFC Unit's Ratings on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'A+' long-term and 'A-1' short-term ratings, on International
Lease Finance Corp. (ILFC) on CreditWatch with negative
implications, following similar action on ILFC's  ultimate parent,
American International Group Inc. (AA-/Watch Neg/A-1+).

"The ILFC CreditWatch placement is based on our review of AIG,
rather than because of problems in ILFC's own aircraft leasing
business, which is performing well," said Standard & Poor's credit
analyst Philip Baggaley. "However, any downgrade of AIG, which we
expect could be by one to three notches, would cause us to lower
our ratings of ILFC, and could make it more costly for ILFC to
borrow in the public capital markets."

"ILFC uses commercial paper and medium-term notes to help fund its
acquisition of new aircraft. The company has $2.76 billion of
long-term debt due and $1 billion of aircraft purchase commitments
in the second half of 2008. The company generated operating cash
flow of $1.59 billion in the first half of the year, and we would
expect that second-half operating cash flow would exceed that
amount. ILFC also generated $328 million from the sale of
aircraft. The company has a $3.64 billion secured export credit
facility guaranteed by European export credit agencies, which can
be used to finance the acquisition of Airbus planes through May
2008; $1.88 billion was outstanding as of Dec. 31, 2007. About
two-thirds of the planes scheduled for delivery for all of 2008
are Airbus aircraft, with the remainder Boeing. A very large
majority of ILFC's aircraft fleet are unencumbered and available
as collateral for secured borrowing. The company's $6 billion
commercial paper backup line sets limits on secured borrowings,
but we do not expect that these would present a near-term obstacle
should ILFC choose to rely more heavily on secured borrowing," S&P
explains.

"We would lower our rating on ILFC if AIG is downgraded. The
extent of the downgrade would depend on the extent of the AIG
downgrade and ILFC's own credit profile, including its access to
capital. If we lowered our long-term ratings on ILFC by one notch
to 'A', we would affirm the 'A-1' short-term rating. A two or
three-notch downgrade of the long-term rating would very likely
cause us to lower our short-term rating to 'A-2'," S&P adds.


AMERICAN MEDICAL: June 30 Balance Sheet Upside-Down by $256,586
---------------------------------------------------------------
American Medical Technologies Inc.'s consolidated balance sheet at
June 30, 2008, showed $1,809,667 in total assets and $2,066,253 in
total liabilities, resulting in a $256,586 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $972,348 in total current assets
available to pay $2,035,576 in total current liabilities.

The company reported net income of $169,398 on total revenues of
$696,768 for the second quarter ended June 30, 2008, compared with
a net loss of $54,948 on total revenues of $827,473 in the
corresponding period a year ago.

The company incurred an operating loss of $54,313 and $159,958  
for the three month periods ended June 30, 2008, and 2007,
respectively.

Other income was $229,640 for the three months ended June 30,  
2008, compared to $59,308 for the same period in 2007.  The
increase in other income is primarily attributable to the
recognition of $452,200 in May 2008 of the remaining deferred gain
on the sale of the building at 5655 Bear Lane, Corpus Christi,
Texas, which was partially offset by a $250,000 early lease
termination fee.  

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?31fa

                       Going Concern Doubt

Hein & Associates LLP, in Houston, expressed substantial doubt
about American Medical Technologies Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2007, and 2006.
The auditing firm reported that the company has suffered recurring
losses from operations, and its total liabilities exceeds its
total assets.

               About American Medical Technologies

Based in Corpus Christi, Texas, American Medical Technologies Inc.
(OTC BB: ADLI) -- http://www.americanmedicaltech.com/-- markets   
and sells unique dental and medical products to the dental and
medical community through its established global federation of
dealers and distributors.


AMR CORP: Load Factor Declines 1.5 Points Compared to Last Year
---------------------------------------------------------------
American Airlines reported an August load factor of 83.5%, a
decline of 1.5 points versus the same period last year.  Traffic
decreased 2.9% and capacity decreased 1.1% year-over-year.

Domestic traffic decreased 5.6% year-over-year on 2.9% less
capacity.  International traffic increased by 2.1% relative to
last year on a capacity increase of 2.0%.

American boarded 8.4 million passengers in August.

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on August 5, 2008,
the TCR said that Moody's Investors Service downgraded the
Corporate Family and Probability of Default Ratings of AMR Corp.
and its subsidiaries to Caa1 from B2, and lowered the ratings of
its outstanding corporate debt instruments and certain equipment
trust certificates and Enhanced Equipment Trust Certificates of
American Airlines Inc.  The company still carries Moody's Negative
Outlook.


AROMAS-SAN JUAN: Fitch Trims $11MM GO Bonds Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings downgraded Aromas-San Juan Unified School District,
CA's $11 million outstanding general obligation bonds to 'BB+'
from 'BBB-' and removes the bonds from Rating Watch Negative.  The
Rating Outlook is Stable.

The downgrade reflects the district's extremely weak financial
position, including negative general fund total and unreserved
fund balances, deficit spending, projected operating deficits
unless further action is taken, a difficult state funding
environment, and the need for external borrowing to support cash
flows.  Future rating actions will consider the district's ability
and willingness to close its remaining operating deficit, and
rebuild an adequate reserve.  The rating also considers the
district's measures enacted to reduce its operating gap.

Management has prudently cut $1.2 million of ongoing expenditures
by reducing employee wages and capping benefits, eliminating 30
positions, and increasing fees for services. Management is also
attempting to rein in special education costs, which are currently
provided by other districts and charged back to the district.  
Future projected operating deficits range from about $108,000 in
fiscal 2009 to $254,000 in fiscal 2011, without further spending
cuts.  The district's estimated actual results for fiscal 2008
indicate total and unreserved general fund balances of
approximately negative $332,000 and negative $334,500,
respectively.

San Benito County is reportedly close to authorizing a $3 million
loan, which will be needed to balance a projected $2 million cash
shortfall in October, leaving a $1 million loan cushion.  The
district also plans to assemble a financial advisory committee
that will consider options for balancing ongoing operations.  In
June voters turned down a bond authorization, which would have
refunded the district's certificates of participation and saved
the general fund from making debt service payments.  As a result,
management is considering restructuring the COPs to recognize
savings from ongoing debt payments.

The district's financial strain results in part from declining
enrollment and recently very limited new development.  Fitch does
not expect new construction and developer fees to rise in the near
term.  However, recently announced plans for increased staffing
levels at the area's largest employer has the potential to
positively affect enrollment in the future.


AVADO BRANDS: Wants to Extend Exclusive Periods for Chap. 11 Plan
-----------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive periods within which the Debtors may file a Chapter 11
Plan and solicit acceptances to the Plan.

The Debtors seek an extension of:

     -- the Plan Filing Exclusivity Period for 45 days from
        Aug. 30, 2008, through and including Oct. 14, 2008; and

     -- the Solicitation Exclusivity Period for 120 days from
        Oct. 29, 2008, through and including Dec. 12, 2008.

The Debtors tell the Court that due to their focus during the
majority of these cases on liquidating their assets in a manner to
maximize value, the Debtors have not yet settled on the proper
means for bringing these Chapter 11 cases to a conclusion.  The
Debtors believe that due to, among other things, the tens of
millions of dollars of priority tax claims being asserted against
the estates, it is highly unlikely that a plan can be confirmed.  
Thus, the Debtors believe that they will ultimately seek a
Chapter 7 conversion or a structured dismissal.

The Debtors also tell the Court that they are in the process of
completing the liquidation of their remaining assets, including
exploring additional sales of certain miscellaneous assets like
liquor licenses, which they believe will take a number of
additional weeks to complete.  The Debtors believe that if a
third-party were to seek to file a Chapter 11 plan during this
period, it could disrupt the Debtors' ability to successfully sell
these assets.

The Court stopped accepting responses to the Debtors' request on
Sept. 9, 2008 at 4:00 p.m.  A hearing to consider the Debtors'
request will be held on Sept. 16, 2008, at 10:30 a.m., prevailing
Eastern Time, before the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware, at 824 Market
Street, 5th Floor, Courtroom #4, Wilmington, Delaware 19801.

                         About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  The U.S. Trustee for Region 3 has
appointed creditors to serve on an Official Committee of Unsecured
Creditors to this cases.  Greenberg Traurig LLP represents the
Committee.  In their second filing, the Debtors disclosed
estimated assets and debts between $1 million to $100 million.


BEATRICE BIODIESEL: Wants Case Converted Due to Depleting Cash
--------------------------------------------------------------
Beatrice Biodiesel LLC told the U.S. Bankruptcy Court for the
District of Nebraska (Lincoln) that it wants to convert its
chapter 11 case to a chapter 7 liquidation proceeding, William
Rochelle of Bloomberg News writes.  The Debtor asserted that it is
running out of cash.  The Debtor also added that it failed to
obtain financing, Mr. Rochelle relates.

                   About Beatrice Biodiesel

Headquartered in Beatrice, Nebraska, Beatrice Biodiesel LLC --
http://www.beatricebiodieselcam.com/-- produces biofuels from
vegetable oil and animal fats as well as ethanol from sugar and
grains.  The company is owned by Agri Energy Ltd. based in
Australia.

The company filed for Chapter 11 bankruptcy protection on
Aug. 21, 2008 (Bankr. D. Nebraska Lead Case No. 08-41927).  John
L. Horan, Esq., at Cline, Williams, Wright, Johnson, represent,
the Debtor in its restructuring efforts.  The Debtor disclosed
assets of $50 million to $100 million and debts of $10 million to
$50 million.


BERTHEL GROWTH: June 30 Balance Sheet Upside-Down by $5,797,917
---------------------------------------------------------------
Berthel Growth & Income Trust I's consolidated balance sheet at
June 30, 2008, showed $6,020,783 in total assets and $11,818,700
in total liabilities, resulting in a $5,797,917 net asset
deficiency.

The company reported net income of $9,837 on total revenues of
$84,021 for the second quarter ended June 30, 2008, compared with
net income of $403,651 on total revenues of $25,598 in 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?31fb

                       Going Concern Doubt

As of June 30, 2008, total assets and liabilities of the Trust are
$6,020,783 and $11,818,700, respectively.  In addition, Berthel
SBIC, LLC (SBIC), a wholly owned subsidiary of the Trust, is in
violation of the maximum capital impairment percentage permitted
by the U.S. Small Business Administration.  If the debt owed to
the United States Small Business Administration by SBIC is not
paid or ohterwise extended, SBA may declare the note in default
and exercise its right to take possession of the Trust's assets as
provided in the loan documents.

These factors raise substantial doubt about the ability of the
Trust to continue as a going concern.  

                       About Berthel Growth

Based in Marion, Iowa, Berthel Growth & Income Trust I is a
Delaware business trust that has elected to be treated as a
business development company under the Investment Company Act of
1940.  The trust's Registration Statement was declared effective
June 21, 1995, at which time the trust began offering Shares of
Beneficial Interest.  The underwriting period was completed on
June 21, 1997, with a total of $10,541,000 raised.  

The trust is a closed-end management investment company intended
as a long-term investment and not as a trading vehicle.


BHM TECHNOLOGIES: Panel's Objection Excluded from Solicitation
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan denied the motion of the Official Committee of Unsecured
Creditors of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to:

   a) approve the Letter detailing its position with respect to
      the Debtors' Joint Plan of Reorganization as containing
      adequate information under Section 1125 of the Bankruptcy
      Code; and to

   b) direct the Debtors to include the Letter with the
      Solicitation Packages or, alternatively, authorize the
      Committee to send out the Letter to the general unsecured
      creditors.

The Committee prepared a letter, detailing its position with
respect to the Debtors' Joint Plan of Reorganization.  Because the
Committee's letter contains qualifications and does not fully and
unconditionally supports the Plan, as amended, the Debtors have
refused to include the letter in the solicitation package that
they will send to voting creditors.

                          Objections

A. Lehman Commercial Paper Inc.  

John T. Gregg, Esq., at Barnes & Thornburg LLP, in Grand Rapids,
Michigan, states that the letter the Official Committee of
Unsecured Creditors proposes to send to its constituencies as
part of the solicitation package differs substantially from, and
compares unfavorably to, the customary format of the letters and
specifically:

     (a) it is much longer that the customary format;

     (b) fails to tell creditors clearly what the Joint Plan of
         Reorganization is providing to them -- 100 cents on the
         dollar in most cases;

     (c) the use of the presiding judge's name in the letterhead
         is unprecedented, highly misleading and inappropriate;        

     (d) the Committee's recommendation is buried at the end;

     (e) the recommendation is preceded by statements of opinion
         that are:

           (i) not qualified, but instead are presented as
               authoritative pronouncement on the matters
               discussed;

          (ii) irrelevant to the recommendation; and

         (iii) inappropriate attempts to justify the Committee's
               activity in the case and downplay the efforts
               other key constituencies have independently made;
               and

     (f) the vital advice that unsecured creditors read the Plan
         and Disclosure Statement is relegated to a footnote.

LCPI notes that despite the fact that it holds or acts as agent
for in excess of $100,000,000 in unsecured claims, it was never
consulted on the text of the proposed letter.

The inaccurate and irrelevant statements of opinion that should
be stricken and clearly qualified as the Committee's opinion
include the Committee's:

     -- repeated and conclusory characterization of the Plan and
        the case as "unusual";

     -- statement that the Debtors presented the Plan as a
        "foregone conclusion";

     -- statements that it had an "uphill battle" in negotiating
        "any" changes to the Plan "against the already unified
        front" of the Debtors' other key constituents.

Mr. Gregg says that the statements are not only inappropriate but
also disserve the unsecured creditor constituency by obscuring
the two most important facts contained in the proposed letter
that the:

      (i) Plan is a "100 cent" plan for most readers of the
          letter; and

     (ii) Committee recommends acceptance of the Plan.

Mr. Gregg says the Court should deny the Motion or condition its
approval upon the Committee:

      (a) removing the presiding judge's name from the
          letterhead;

      (b) stating the Plan's treatment of unsecured creditors on
          the first page;

      (c) placing its recommendation to accept the Plan on the
          first page;

      (d) placing in the text of the first page a statement that
          the reader should read the Plan and Disclosure
          Statement carefully; and

      (e) adding a clear, boldface disclaimer before any
          statements of opinion that the statements contained in
          the letter:

           (x) represent the opinion of the Committee;

           (y) are not a substitute for the information contained
               in the Plan or Disclosure Statement; and

           (z) do not represent the views of, and that the
               statements set forth in the letter should not be
               construed as an admission of any fact or
               liability, stipulation or waiver by, the Court,
               the Office of the U.S. Trustee, the Debtors or any
               other party-in-interest.

B. Debtors

The Debtors object to the Committee's purported support letter
because it is not supportive and contains multiple
qualifications, opinions and misstatements and contravenes
Section 1125 of the Bankruptcy Code.

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, states there is no support in the Bankruptcy Code or
case-law that would compel the Debtors to include in their plan
solicitation package a communication that is violative of the
Bankruptcy Code.  

Mr. Hertzberg notes the Committee Letter does anything but
support the Plan and it is in violation of the "good faith"
requirement of the Section 1125(e) of the the Bankruptcy Code.  
Typical Committee plan support letters include a brief statement
regarding the Committee's review of a plan and urge creditors to
vote in favor of it.  He notes that rather than indicate, as the
Committee's counsel stated on the record at the August 7 hearing
to approve the Disclosure Statement, that the Committee supports
the Plan, the Committee Letter instead contains pages of
objectionable opinions and misleading statements and buries its
recommendation to vote in favor of the Plan on the last page.

According to Mr. Hertzberg, the purported Plan support letter is
highly objectionable, inter alia, because:

   a. Its tone is misleading -- until creditors reach the last
      page, the letter appears to be urging creditors to, at
      best, abstain from voting and, at worst, vote against the
      Plan;

   b. It misstates material facts -- the Plan was negotiated,
      contrary to the Committee's implication, in concert with
      holders of the vast majority of the Debtors' unsecured
      debt, as well as its majority shareholder;

   c. It wrongly characterizes prearranged plans and separate
      classification of different types of unsecured claims as
      "unusual", when they are, in fact, anything but;

   d. It misrepresents the Committee's opinions as facts;

   e. It incorrectly implies that the Committee's actions were
      material to the proposed 100% recovery to the Debtors'
      ongoing unsecured trade creditors; and

   f. Its failure to clearly and unequivocally indicate:

      (1) the Committee's support of the Plan; and

      (2) the proposed recovery of 100% to the Debtors'
          ongoing unsecured trade creditors.

The Debtors note that the Committee cannot point to a single case
or citation to the Bankruptcy Code that would require inclusion
in a solicitation package an objectionable and misleading third-
party letter.  Mr. Hertzberg asserts the Debtors should not be
compelled to disseminate, nor should the Committee on its own be
allowed to mail, a letter that is not in compliance with the
Bankruptcy Code due to its misleading and objectionable content.

The Debtors clarify that they would not object to including a
letter from the Committee indicating the Committee's support for
the Plan.

                 Debtors and Lehman Revise Letter

The Debtors and LCPI have revised the Committee Plan support
letter, in order to remove the objectionable and misleading
portions of the letter.

A copy of the revised letter is available for free at:

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

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors' total  
scheduled asset is $0 and their total scheduled liabilities is  
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Court Extends Exclusive Periods to Dec. 15
------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Michigan extended the exclusive plan filing period of BHM
Technologies Holdings, Inc., and its debtor-subsidiaries for 90
days to December 15, 2008, and their plan solicitation period to
February 16, 2009, pursuant to Section 1121(d) of the Bankruptcy
Code.

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan, states that since the Petition Date, the Debtors have
filed a Joint Plan of Reorganization that contemplates a 100%
payment to the Debtors' unsecured ongoing trade creditors.  The
Debtors have received Bankruptcy Court approval of the adequacy
of the information provided by the disclosure statement attached
to the Plan and have mailed solicitation packaged to all
creditors entitled to vote on the Plan.

The Debtors have also evaluated their executory contracts and
unexpired leases, and begun a preliminary analysis of the claims
filed against them, which has resulted in the Debtors' first
omnibus objection to claims.  The Debtors have remained committed
to their goal of exiting bankruptcy in a speedy and efficient
manner with no disruption to ongoing, trade creditors.  

Mr. Hertzberg says that no bankruptcy is without the possibility
of unexpected events and the Debtors seek a 90-day extension of
the Exclusive Periods in the event that the Plan is not
confirmed, which would necessitate the recommencement of the
entire plan process.  Given the Debtors' substantial progress
since the Petition Date, the Debtors believe that they should be
granted additional time in the event that the current Plan is not
confirmed.

The Debtors have already completed one of the most daunting tasks
in a Chapter 11 case -- proposing a plan and winning approval of
a disclosure statement, all within three months of the Petition
Date.  The Debtors' Plan proposes to pay unsecured ongoing trade
creditors 100% of their unsecured claims.  The Debtors have set a
bar date, begun the claims objection and reconciliation process,
developed a business plan and have begun the process of
negotiating their exit financing.

The Debtors have made a substantial progress toward emergence in
a very short period of time and they believe that their Plan will
be confirmed.  However, if it is not, the Debtors believe that an
extension of  the Exclusive Periods is appropriate and warranted
to give them time to evaluate all claims against their estates
and propose an alternative plan of reorganization if necessary.

Mr. Hertzberg says that to allow the Exclusive Periods to
terminate would deny the Debtors a meaningful opportunity to
negotiate with creditors and propose an alternative plan in the
event that the Plan is not confirmed and, thus, would be
antithetical to the purpose of Chapter 11.

If the Plan is not confirmed, termination of the Exclusive
Periods would give rise to the concomitant administrative
expenses would serve only to decrease recoveries to the Debtors'
creditors, significantly delaying, the Debtors' ability to
confirm any plan in these bankruptcy cases, Mr. Hertzberg points
out.

Mr. Hertzberg says that given these unwelcome consequences for
the Debtors, and their creditors if the relief requested herein
is not granted, the requested extension of the Exclusive Periods
will not prejudice the legitimate interests of any party-in-
interest  in these bankruptcy cases.  The extension will further
the Debtors' effort to preserve value and avoid unnecessary and
wasteful litigation.  

Mr. Hertzberg assures the Court that the Debtors are not seeking
an extension in order to unfairly prejudice or pressure their
creditors but in order to have time to negotiate a plan that
provides for an equitable distribution to claimholders.

                   Lehman Notes of DIP Deadlines

Prior to Judge Scott W. Dales' entry of an order approving the
proposed extensions, Lehman Commercial Paper Inc., agent for the
First Lien Lenders and the DIP Lenders, submitted a note that the
deadlines in the DIP Credit Agreement have not been extended to
accommodate the requested extensions.

LCPI, agent for the Prepetition First Lien Lenders, pointed out
that:

   -- the DIP Agreement expires on December 6, 2008.  

   -- the DIP Agreement provides for an event of default if, by
      October 2, 2008, the Debtors have not obtained a Court
      order confirming the Plan, reasonably satisfactory in form
      and substance to LCPI and the DIP Lenders.

Those deadlines fall before any of the proposed dates for the
extension of exclusivity, relates Mark Thompson, Esq., at Simpson
Thatcher Bartlet LLP, in New York.  "If an Event of Default
occurs under the DIP Agreement, parties to the Plan Support
Agreements may terminate the agreements."

LCPI acknowledges that the proposed extension of exclusivity does
not directly conflict with the maturity of the DIP Agreement or
the Events of Default.  However, LCPI does not want the Court and
party-in-interest to infer that the deadlines in the DIP
Agreement were being implicitly extended to conform to the
proposed Exclusivity Extensions.  "That would be an incorrect
inference," Mr. Thompson points out.

LCPI said it does not object to the Exclusivity Motion so long as
it does not affect the deadlines in the DIP Agreement or the Plan
Support Agreements in any way.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors' total  
scheduled asset is $0 and their total scheduled liabilities is  
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BHM TECHNOLOGIES: Wants C&A Litigation Trust's Claim Proofs Denied
------------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, BHM Technologies
Holdings, Inc., and its debtor-subsidiaries ask the United States
Bankruptcy Court for the Western District of Michigan to disallow
and expunge the proofs of claim filed by Collins & Aikman
Litigation Trust.

Robert S. Hertzberg, Esq., at Pepper Hamilton LLP, in Detroit,
Michigan states that on July 11, 2008, Collins & Aikman filed
proofs of claim each asserting $13,547,436 against:

   (a) The Brown Corporation of America (Claim No. 141);

   (b) The Brown Company of Moberly, LLC (Claim No. 143)

   (c) The Brown Company of Waverly, LLC, (Claim No. 145).

On July 14, 2008, the Claimant filed Claim No. 329 against The
Brown Company of Ionia, LLC, also in the amount of $13,547,436.

Collins & Aikman asserts a right to recover alleged preferential
transfers, pursuant to Section 547(b) of the Bankruptcy Code   
and alleged fraudulent transfers, pursuant to Section 548 of the
Bankruptcy Code, made by Collins & Aikman Corp., Collins & Aikman
Products, Co., Collins & Aikman Automotive Exteriors, Inc.,  and  
Collins & Aikman Automotive Interiors, Inc., on or within 90 days
prior to the date that the C&A Entities filed for bankruptcy
protection.

On May 17, 2005, the C&A Entities each filed chapter 11
bankruptcy petitions, and subsequently filed adversary
proceedings against the Brown Debtors.  The Preference Action
seeks to avoid and recover $13,547,436, representing transfers
allegedly made by the C & A Transferors to the Debtors during the
applicable period.

In the C & A Entities' bankruptcy proceedings, Brown asserted a
general unsecured claim against C & A Exteriors for $9,643,886,
and C & A Exteriors scheduled a claim in favor of Brown in the
amount of $7,585,781.

Mr. Hertzberg says that the Claims should be disallowed and
expunged because the:

   (a) Claims are duplicative;

   (b) Claimant cannot establish an entitlement to avoid and
       recover the allegedly preferential transfers and, to the
       extent the Claimant can establish a prima facie right to
       avoid any of the alleged transfers, each of the Debtors
       has valid affirmative defenses that preclude the
       avoidance and recovery of the alleged transfers; and

   (c) the Brown Debtors are entitled to set off the liability
       against the outstanding general unsecured claim owed to it
       by the C & A Entities.

In the Preference Action, Collins & Aikman asserts that each of
the alleged transfers was made to one of the Debtors as the
initial transferee.  The Preference Action does not assert that
any of the Debtors were a mediate transferee of the allegedly
avoidable transfers, and does not assert any bases for finding
joint and several liability against the Debtors that were not the
initial transferee of each individual payment.

The Bankruptcy Code does not provide for joint and several
liability for avoided preferential transfers, Mr. Hertzberg
points out.  Rather, Collins & Aikman, to the extent it can avoid
any of the transfers, can only recover the avoided transfers from
the Debtor who actually received the transfer.  The Brown Debtors
filed an answer in the Preference Action, denying:

   (a) that they received each of the allegedly preferential
       transfers;

   (b) that the transfers were of a property interest of the C&A
       Transferors;

   (c) that each transfer was made on account of an antecedent
       debt;

   (d) that the C&A Entities were insolvent, or were rendered
       insolvent, by the transfers;

   (e) that the Debtors received more than they otherwise would
       have received in a Chapter 7 liquidation; and

   (f) that the Debtors failed to provide reasonably equivalent
       vale in exchange for the transfers.

The Brown Debtors also asserted various affirmative defenses to
the Preference Action, including contemporaneous exchange;
ordinary course of business; and subsequent new value.

Brown asserted a $9,643,886 claim against C & A Exterior.  The
Collins & Aikman Litigation Trust is purportedly the successor to
C&A Exterior, and  pursuant to Section 553 of the Bankruptcy Code
and applicable state law, Brown is entitled to offset its
prepetition claim against C & A Exterior against any pre-petition
claim held by C & A Exterior against Brown.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 on May 19, 2008 (Bankr.
W.D. Mich. Lead Case No. 08-04413).  Hannah Mufson McCollum,
Esq., Kay Standridge Kress, Esq., Robert S. Hertzberg, Esq., and
Leon R. Barson, Esq. of Pepper Hamilton LLP, represent the
Debtors in their restructuring efforts.  The Debtors' total  
scheduled asset is $0 and their total scheduled liabilities is  
$336,506,519.

The Debtors have until Sept. 16, 2008, to exclusively file their
bankruptcy plan.

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


BOSCOV'S INC: Obtains Final OK to Use Cash Collateral
-----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware permitted, on a final basis, Boscov's Inc. and its
affiliated debtors to use the Cash Collateral securing their more
than $400,000,000 of prepetition loans in accordance with a budget
filed on record.

The Budget, Brad Erens, Esq., at Jones Day, in New York, said
during the Aug. 5, 2008 hearing, was not publicly filed because
it contains sensitive commercial financial information on the
Debtors' sales and expenses, which information could be used by
the Debtors' competitors.

As adequate protection, the Prepetition First Lien Lenders, which
extended about $370,000,000 of prepetition loans will receive
(i) prepetition first lien replacement liens, (ii) a prepetition
first lien superpriority claim, and (iii) payment of the
principal and interest of the prepetition first lien debt, and
the Lenders' fees, costs and expenses.  The Prepetition Second
Lien Lenders, which extended about $60,000,000 of prepetition
loans, will receive, as adequate protection (i) prepetition
second lien replacement liens, (ii) a prepetition second lien
superpriority claim, and (iii) payment of interest of the
prepetition second lien loan and consent fees in the sum of
$500,000.  

As additional adequate protection, the Debtors will establish
indemnity accounts for each the Prepetition First and Second Lien
Lenders, into which $200,000 of the proceeds of any disposition
of any of the Prepetition First Lien Collateral will be deposited
in the Prepetition First Lien Lenders' indemnity account, and
$50,000 of proceeds of the disposition of any of the Prepetition
Second Lien Collateral will be deposited in the Prepetition
Second Lien Lenders' indemnity account.

Upon the sale of any of the Prepetition First and Second Lien
Collateral, any of the Collateral will be sold free and clear of
Prepetition First Liens and Prepetition First Lien Replacement
Liens, provided that those Liens will attach to the proceeds of
any sale in the order and priority provided under the Final DIP
Order and the DIP Agreement.

The Court ruled that all products and proceeds of the DIP
Collateral and the Prepetition Collateral, regardless of whether
that collateral came into existence prior to the Petition Date
will be first be applied to the Prepetition First Lien Debt until
paid in full and thereafter to the outstanding DIP Obligations.

A full-text copy of the Final DIP Order is available for free at:
     
       http://bankrupt.com/misc/boscovsfinaldiporder.pdf

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Panel Wants to Retain Cooley Godward as Lead Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Boscov's Inc. and
its affiliated debtors' Chapter 11 cases asks the U.S. Bankruptcy
Court for the District of Delaware to retain Cooley Godward
Kronish LLP as its lead counsel in the Debtors' Chapter 11 cases.

The Creditors' Committee, composed of Kellwood Company, Jones
Apparel Group, Inc., GMAC Commercial Finance LLC, VF Jeanswear,
Inc., Hanesbrand Inc., Philadelphia Newspapers, Inc., and
Phillips-Van Heusen Corporation, asserts that employing CGK is
cost effective as the firm is well qualified to represent the
Committee.  The firm's attorneys, the Committee adds, have
significant experience representing creditors' committee in
retail Chapter 11 cases, including those of Federated Department
Store, Filene's Basement, Inc., and Loehmann's Inc.

Moreover, the firm has represented a prepetition unofficial
committee of trade vendors in the Debtors' cases, thus it is
aware of major matters in the Debtors' case, the Committee
relates.

As the Committee's lead counsel, CGK will:

   (a) attend meetings of the Committee;

   (b) review financial information the Debtors furnished to the
       Committee;

   (c) negotiate a budget and the use of cash collateral and
       availability provided by the DIP financing;

   (d) review and investigate the liens of purported secured
       parties;

   (e) confer with the Debtors' management and counsel;

   (f) coordinate efforts to sell or reorganize the Debtors'
       assets in a manner that maximizes value for unsecured
       creditors;

   (g) review the Debtors' Schedules of Assets and Liabilities
       and Statements of Financial Affairs and business plan;

   (h) advise the Committee as to the implications of the
       Debtors' activities and motions filed with the Court;

   (i) file pleadings on the Committee's behalf;

   (j) review and analyze the Debtors' financial advisor's
       reports to the Committee;

   (k) provide the Committee with legal advice in the Debtors'
       Chapter 11 cases;

   (l) prepare applications and memoranda of law for the Court's
       consideration, and handle all Committee representation
       matters that may arise;

   (m) assist the Committee in negotiations with the Debtors and
       other parties-in-interest on exit strategy for these
       cases; and

   (n) perform other legal services for the Committee as may be
       necessary and proper.  

CGK will be paid according to its standard hourly rates:

    Professional                    Title         Hourly Rate
    ------------                    -------       -----------
    Lawrence C. Gottlieb, Esq.      Partner          $850   
    Cathy Hershcopf, Esq.           Partner          $680
    Richard S. Kanowitz, Esq.       Partner          $680
    Nicholas Smithberg, Esq.        Associate        $560
    Jeffrey L. Cohen, Esq.          Associate        $535
    Michael Klein, Esq.             Associate        $420
    Richelle Kalnit, Esq.           Associate        $375

The firm will also be reimbursed for expenses incurred in
providing services to the Committee.

Lawrence C. Gottlieb, Esq., a partner at Cooley Godward Kronish
LLP, says his firm represents and has represented certain
parties-in-interest in matters wholly unrelated to the Debtors'
Chapter 11 cases.  He assures the Court that CGK and its
professionals are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.  He also discloses that
his son, Michael Gottlieb, is an associate at Lehman Brothers,
Inc., the Debtors' investment bankers.

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Salient Terms of $250 Million DIP Financing
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware signed a final order permitting Boscov's Inc. and its
affiliated debtors to borrow up to $250,000,000 of DIP Loans from
Bank of America N.A., as administrative agent for a consortium of
lenders.  The DIP Financing terminates on Aug. 5, 2009.

A full-text copy of the DIP Agreement, dated Aug. 5, 2008, is
available for free at http://ResearchArchives.com/t/s?318a

The DIP Lenders are granted first priority, valid, and perfected
postpetition security interests and liens on all of the Debtors'
assets and real and personal property, senior and superior in
priority to all other creditors of the Debtors' estates and
subject only to the Carve Out, the Permitted Prior Liens, and
Liens, if any, granted pursuant to the order approving the store
closing sales.  The DIP Collateral, however, will not include:

   (a) any avoidance action under Chapter 5 of the Bankruptcy
       Code or their proceeds, other than proceeds of any
       avoidance action brought to recover any postpetition
       transfer of collateral;

   (b) any action brought under Chapter 5 of the Bankruptcy Code
       or otherwise;

   (c) the Debtors' interests in leaseholds and except for their
       proceeds; and

   (d) any property of licenses of the Debtors located on any of
       their premises to the extent that the Court determines
       that the property is not property of the estate under
       Section 541.

Subject to the Carve Out, all DIP Obligations will be an allowed
superpriority administrative expense claim.  Carve Out refers to
(i) allowed administrative expenses, (ii) allowed actual and
necessary expenses incurred by members of the Official Committee
of Unsecured Creditors, and (iii) allowed reasonable fees and
expenses of attorneys and financial advisors employed by the
Debtors and the Committee up to an aggregate amount not exceeding
$3,250,000.

Each of BofA, Wells Fargo Retail Finance, LLC, and General
Electric Capital Corporation are deemed to have waived the
payment of any Early Termination Fee under the prepetition first
lien agreements to which they may have been entitled; provided
that nothing in the Final DIP Order terminates their right to
seek recovery of any Early Termination Fee or the right of the
Committee to challenge the Early Termination Fees.

The Final DIP Order will not alter nor impair any reclamation
rights, which may be asserted by Panasonic Consumer Electronics
Company, a division of Panasonic Corporation North America.  All
objections to the DIP Motion to the extent not withdrawn or
resolved, are overruled.

Ritz Camera Centers, Inc., objected to the DIP Motion to the
extent that it does not clarify and protect its rights, claims,
title and interest in the sales proceeds of Ritz' inventory and
services in the Debtors' department stores.  Ritz Camera asked
the Court to declare that its inventory and their sale proceeds
are not property of the Debtors' estates under Section 541 of the
Bankruptcy Code.

A full-text copy of the Final DIP Order is available for free at:
     
       http://bankrupt.com/misc/boscovsfinaldiporder.pdf

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Wants to Cure Defaults on Cornell-Mayo Contract
-------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the District of Delaware, pursuant to
Section 363(b) of the Bankruptcy Code, to cure their defaults
under the Software Development and End-User Agreement they entered
into with Cornell-Mayo Associates.

Under the Agreement, CMA developed, and the Debtors licensed, a
point of sale and in-store software, which the Debtors are
"rolling out" in all of their stores.  Currently, the Debtors
have installed the Point of Sale Software in more than 30 of
their 39 operating stores.  The Debtors say they intend to
complete installation of the software in their remaining stores
in late September or early October 2008.

The Debtors relate that they were unable to pay on July 1, 2008,
the $350,000 installment on the license fee to CMA, pursuant to
their Agreement.  As a result, CMA sent the Debtors a notice on
Aug. 1, 2008, to terminate the Agreement that would have been
effective on Sept. 1, 2008.  Daniel DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates
that under Section 108(b), the effective date of any termination
was extended to no earlier than Oct. 3, 2008.

The Point of Sale Software allows the Debtors to efficiently
execute and manage customer transactions at the time of purchase;
assemble a wealth of information related to purchase
transactions; and integrate various aspects of their retail
operations, Mr. DeFranceschi relates.  The software also allows
the Debtors to effectively manage credit card and gift card
processing; pricing information and verification; commissions,
merchandise identification and categorization, among others.

"The . . . Software is an indispensable component of [our] retail
business," the Debtors aver.  "Preserving the efficient
functioning of the Point of Sale Software is essential to the
continued operation of the Debtors' business and, thus, to the
Debtors' efforts to reorganize," Mr. DeFranceschi asserts.

The Debtors relate that CMA has stopped providing them technical
assistance related to the remaining roll-out of the Software
notwithstanding their having indicated to CMA that CMA is still
required to perform under the Agreement.

                        About Boscov's Inc.

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

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

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

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

(Boscov's Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BRAY & GILLESPIE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Bray & Gillespie Holdings and 78 affiliates filed for separate
Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court
for the Middle District of Florida on September 12, 2008, after
defaulting on loan obligations, Turkish Daily News cites a
Bloomberg report.

Turkish Daily News says secured claims are around $400 million,
court documents show, according to the report.  Turkish Daily News
further says that cash flow and revenue rates steadily dropped
because of a tumultuous hurricane season in 2004 and Florida's
weakening real-estate market, the Debtors said in court papers,
according to the report.

The Debtors say undisputed unsecured claims are $6.5 million while
another $10 million in unsecured debt is disputed, Turkish Daily
News cites the report.  Turkish Daily News points out that
Wachovia Corp., owed $70 million, is listed as the largest secured
creditor, according to the report.

The unsecured creditors with the two largest claims are both law
firms, Turkish Daily News quotes the report as saying.  New York's
Anderson Kill & Olick is owed $2.1 million, though listed as
disputed, while Philadelphia's Reed Smith has a claim for
$1.7 million, Turkish Daily News cites the report.

The Debtors also filed a complaint for injunctive relief against
various of its creditors, including Wachovia and Marshall
Investment Corp.

Turkish Daily News quotes the report as indicating that the
Debtors listed both debt and assets between $100,000,000 and
$500,000,000.

R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine, LLP,
represents the Debtors in their restructuring efforts.

Daytona Beach, Florida-based hotel owner Bray & Gillespie LLC does
business as Ocean Waters Management.  The company said its hotels
will remain open, reservations will be honored and the 571 company
employees will retain their jobs.


BRAY & GILLESPIE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bray & Gillespie Management, LLC
         fdba Bray & Gillespie, LLC
         dba Oceans Resorts
         dba Ocean Waters Management
         dba Surfside Hotel of Daytona Beach Shores
        600 North Atlantic Avenue
        Daytona Beach, FL 32118

Bankruptcy Case No.: 08-05473

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
222 Seminole, LLC                                  08-05474
3515 South Atlantic Avenue, LLC                    08-05475
600 North Investments, Inc                         08-05476
Bray & Gillespie Acquisitions, LLC                 08-05477
Bray & Gillespie Delaware I, LP                    08-05478
Bray & Gillespie Delaware I, LP                    08-05479
Bray & Gillespie Delaware III, LP                  08-05480
Bray & Gillespie Holdings, LLC                     08-05481
Bray & Gillespie Holdings, LLC                     08-05482
Bray & Gillespie, Inc                              08-05483   
Bray & Gillespie IV, LLC                           08-05484
Bray & Gillespie IX, LLC                           08-05485
Bray & Gillespie IX, LLP                           08-05486
Bray & Gillespie La Playa, LLC                     08-05487
Bray & Gillespie La Playa, LLC                     08-05488
Bray & Gillespie La Playa                          08-05489
Investments, LLC           
Bray & Gillespie LLC III                           08-05490
Bray & Gillespie LLC LI                            08-05491
Bray & Gillespie LLC LII                           08-05492
Bray & Gillespie LLC LIV                           08-05493
Bray & Gillespie LLC LIX                           08-05494
Bray & Gillespie LLC, LVII                         08-05495
Bray & Gillespie LLC V                             08-05496
Bray & Gillespie LLC VI                            08-05497
Bray & Gillespie LLC XIV                           08-05498
Bray & Gillespie LLC XLI                           08-05499
Bray & Gillespie LLC XLII                          08-05500
Bray & Gillespie LLC XLIII                         08-05501
Bray & Gillespie LLC XLIV                          08-05502
Bray & Gillespie LLC XLIX                          08-05503
Bray & Gillespie LLC XLV                           08-05504
Bray & Gillespie LLC XLVII                         08-05505
Bray & Gillespie LLC XV                            08-05506
Bray & Gillespie LLC XVII                          08-05507
Bray & Gillespie LLC XXXIII                        08-05508
Bray & Gillespie XXXV, LLC                         08-05509
Bray & Gillespie LLC LVIII                         08-05510
Bray & Gillespie LVI LLC                           08-05511
Bray & Gillespie LX LLC                            08-05512
Bray & Gillespie Plaza, LLC                        08-05513
Bray & Gillespie Property                          08-05514
Investments LLC
Bray & Gillespie VII LLC                           08-05515
Bray & Gillespie VIII LLC
08-05516                        
Bray & Gillespie X LLC                             08-05517
Bray & Gillespie XIV LLP                           08-05518
Bray & Gillespie XLVI LLC                          08-05519
Bray & Gillespie XLVI LLC                          08-05520
Bray & Gillespie XLVIII Holdings LLC               08-05521
Bray & Gillespie XV LLP                            08-05522
Bray & Gillespie XVI LLC                           08-05523
Bray & Gillespie XVIII LLC                         08-05524
Bray & Gillespie XX LLC                            08-05525
Bray & Gillespie XXI LLC                           08-05526
Bray & Gillespie XXII LLC                          08-05527            
Bray & Gillespie XXIV LLC                          08-05528
Bray & Gillespie XXIX LLC                          08-05529
Bray & Gillespie XXV LLC                           08-05530
Bray & Gillespie XXVI LLC                          08-05531
Bray & Gillespie XXVII LLC                         08-05532
Bray & Gillespie XXVIII LLC                        08-05533
Bray & Gillespie XXX LLC                           08-05534
Bray & Gillespie XXXI LLC                          08-05535
Bray & Gillespie LLC XXXII                         08-05536
Bray & Gillespie XXXIV LLC                         08-05537
Bray & Gillespie XXXVI LLC                         08-05538
Bray & Gillespie LLC XXXVI                         08-05549
Bray & Gillespie XXXVII LLC                        08-05540
Bray & Gillespie XXXVIII LLC                       08-05541
CAB 1, Inc                                         08-05542
Chuck & Joe Holdings III LLC                       08-05543
Chuck & Joe LLC                                    08-05544
CJK, LLC                                           08-05545  
JGG 1, Inc                                         08-05546  
Marlin 839 Associates, Inc                         08-05547
Ocean Waters Investments LLC                       08-05548
Ocean Waters LLC                                   08-05549  
B&G Ormond Beach Land Trust                        08-05550  
Southern Hospitality Resorts                       08-05551
and Residences LLC

Type of Business: The Debtors operate hotels in Dayton Beach.
                  See: http://www.brayandgillespie.com

Chapter 11 Petition Date: September 12, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: R. Scott Shuker, Esq.
                  bankruptcynotice@lseblaw.com
                  Latham Shuker Eden & Beaudine LLP
                  Post Office Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801  

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

According to Bloomberg News, the company listed assets and debts
between $100 million and $500 million each.

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Anderson Kill & Olick P.C.     trade debt            $2,066,389
1251 Avenue of the Americas
New York, NY 10029-1182

Reed Smith LLP                 legal fees            $1,742,817
PO Box 777-W4055
Philadelphia, PA 19175-4055

Boies Schiller & Flexner LLP   legal fees            $380,960
2200 Corporate
Boulevard, Suite 400
Boca Raton, Fl 33431

Akerman Senterfitt             legal fees            $302,174

Kingman Ringer & Horne         legal fees            $170,575

Fieldstone Lester Shear        legal fees            $156,814
And Denberg

Pepper Hamilton LLP            legal fees            $109,332

Bryan Cave LLP                 legal fees            $63,370

Cobb & Cole                    legal fees            $47,482

Property Consulting            trade debt            $30,335

Smith Gambrell & Russell       legal fees            $29,628

Navigant Consulting            trade debt            $29,181

Charles Wayne Properties       trade debt            $15,937
Inc.

Tatum LLC                      trade debt            $13,856

AAA Auto Club South            trade debt            $12,500

Office Depot Inc.              trade debt            $7,696

Southern Surveying             trade debt            $7,153

Nexsen Pruet                   legal fees            $6,587

Alternate Image Inc.           trade debt            $6,263


CADENCE INNOVATION: Trustee Appoints Unsecured Creditors Committee
------------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee for Region 3, appointed
three members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Cadence Innovation LLC, and New Venture
Real Estate Holdings LLC.

The Creditors Committee members are:

   (1) Recticel Interiors North America LLC
       Attn: Derek Strehl
       5600 Bow Pointe Drive
       Clarkston, Michigan 48346
       Tel: (248) 241-9219
       Fax: (248) 620-3142

   (2) Bayer Material Science LLC
       Attn: S. Donald Campbell
       100 Bayer Road, Building 16
       Pittsburgh, Pennsylvania 15205
       Tel: (412) 777-2234
       Fax: (412) 777-4736

   (3) Michigan Staffing LLC
       Attn: Frank J. Lucido,
       29400 Van Dyke, Suite 308
       Warren, Michigan 48093
       Tel: (586) 751-8822
       Fax: (586) 751-8815

Recticel, et al., are on Cadence's list of 20 largest unsecured
creditors.  Recticel was scheduled a trade prepetition claim of
$1,637,527, Bayer a $1,522,906 trade claim, and Michigan Staffing
$895,147.  Recticel is a wholesaler of automotive supplies and
parts.  Material Science -- www.bayermaterialscience.com/ --
produces of polymers and high-performance plastics.  Michigan
Staffing -- http://www.michiganstaffing.com/ -- specializes in  
contract temporary and direct employee placement in the Metro
Detroit area.

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

    -- consult with the Debtors concerning the administration of
       the bankruptcy cases;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, their business
       operations and the desirability of the continuance
       of the business, and any other matter relevant to the
       case or to the formulation of a plan of reorganization
       for the Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Creditors Committee's
       determinations as to any plan formulated, solicit       
       votes accepting or rejecting the plan, and file with the
       Court the results of the solicitation;

    -- request the appointment of a trustee or examiner; and

    -- perform other services in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants or other
agents to represent or perform services for the panel.

                    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 Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  


CADENCE INNOVATION: Sec. 341(a) Meeting of Creditors Set Oct. 3
---------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee for Region 3, will convene
a meeting of creditors of Cadence Innovation LLC, and New Venture
Real Estate Holdings LLC, on Oct. 3, 2008, 11:00 a.m., at J. Caleb
Boggs Federal Building, Room 2112, 844 King Street, in Wilmington,
Delaware.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the Debtors' representative under oath about their
financial affairs and operations that would be of interest to the
general body of creditors.


                    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 Debtors filed for protection from their
creditors, they listed assets of between $10 million and
$50 million, and debts of between $100 million and $500 million.  


CAPRIUS INC: Posts $1,360,644 Net Loss in 3rd Qtr. Ended June 30
----------------------------------------------------------------
Caprius Inc. reported a net loss of $1,360,644 on total revenues
of $795,492 for the third quarter ended June 30, 2008, compared
with a net loss of $466,012 on total revenues of $675,756 in the
same period ended June 30, 2007.

Revenues generated from M.C.M. Environmental Technologies Inc.
product sales totaled $795,492 for the three months ended June 30,
2008, as compared to $646,216 for the three months ended June 30,
2007.  For the three months ended June 30, 2008, no revenue was  
generated from the sale of extended warranty contracts.

By reason of the termination of the Seradyn royalty agreement
during fiscal 2007 the company did not receive any consulting or
royalty fees in the three months ended June 30, 2008, as compared
to $29,540 for the three months ended June 30, 2007.

Cost of product sales amounted to $557,108 or 70% of total related
revenues versus $483,468 or 74.8% of total related revenues for
the three month periods ended June 30, 2008 and 2007.

Selling, general and administrative expenses totaled $1,525,454
for the three months ended June 30, 2008 versus $1,112,665 for the
three months ended June 30, 2007.

Other income totaled $0 for the three months ended June 30, 2008,
as compared to $500,000 for the three months ended June 30, 2007.  
This resulted from the termination of the company's Royalty
Agreement within this period.

                          Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$4,407,245 in total assets, $2,028,514 in total liabilities, and
$2,378,731 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are availale for
free at http://researcharchives.com/t/s?31f1

                       Going Concern Doubt

The company has incurred substantial recurring losses.  In
addition, the company is a defendant in an action seeking damages
in excess of $400,000.  Although management believes the company
has a meritorious defense against such a lawsuit, an unfavorable
outcome of such action could have a materially adverse impact on
our business.  

In order to fund the additional cash requirements of the company,
the company continues to pursue efforts to identify additional
funds through various funding options.  If the company is unable
to generate sufficient cash flows from its business operations or
raise additional funding to continue its operations, the company  
will have to implement a plan to drastically curtail operations to
reduce operating costs until sufficient additional capital is
raised.

The aforementioned factors, the company believes, raise
substantial doubt about its ability to continue as a going
concern.

                        About Caprius Inc.

Headquartered in Hackensack, N.J., Caprius Inc. (OTC BB: CAPS) --
-- http://www.caprius.com/-- is a manufacturer of proprietary   
equipment for the on-site disinfection of infectious medical waste
through its subsidiary, M.C.M. Environmental Technologies Inc.  
The company's technology simultaneously shreds and disinfects
solid and liquid regulated medical waste, reducing the volume by
up to 90% and rendering it harmless for disposal as ordinary
waste.  


CARBONE COS: Fifth Third Bank Wants Case Converted to Chapter 7
---------------------------------------------------------------
Fifth Third Bank, secured lender of Carbone Companies, Inc. and
its debtor-affiliates, related to the U.S. Bankruptcy Court for
the Northern District of Ohio that the Debtors' chapter 11 case
should be converted to a chapter 7 liquidation proceeding, William
Rochelle of Bloomberg News reports.

The bank argued in Sept. 10, 2008 filings that the Debtors were
mismanaged, Mr. Rochelle relates.  The bank, according to Mr.
Rochelle, added that the Debtors sought bankruptcy protection in
order to evade a $15.2 million judgment.

                      About Carbone Companies

Cleveland, Ohio-based Carbone Companies, Inc., dba R.P. Carbone
Company, provides construction management services.  Carbone filed
its chapter 11 petition, together with Carbone Properties, LLC and
Rancho Manana Ventures, LLC, on Sept. 4, 2008 (Bankr. N.D. Oh.
Lead Case No. 08-16786).  Judge Randolph Baxter presides over the
case.  Harry W. Greenfield, Esq., at Buckley King, A Legal
Professional Association, represents the Debtors in their
restructuring efforts.

The Debtors estimated $10 million to $50 million in assets and
$10 million to $50 million in debts when they filed for
bankruptcy.  The Debtors listed Pillman, LLC as their largest
unsecured creditor, which is owed $4,000,000.  William Rochelle
says that the Debtor listed $35 million in assets and $40.7
million in liabilities.


CHARLES RIVER: Collateral Slide Cues Fitch to Cut Seven Ratings
---------------------------------------------------------------
Fitch Ratings downgraded seven classes and removes from Rating
Watch Negative eight classes of notes issued by Charles River CDO
I, Ltd./Inc.  These rating actions are effective immediately:

  -- $174,856,741 class A-1A notes downgraded to 'CCC' from 'BBB-'
     and removed from Watch Negative;

  -- $8,170,876 class A-1B notes downgraded to 'CCC' from 'BBB-'
     and removed from Watch Negative;

  -- $20,000,000 class A-2F notes downgraded to 'CC' from 'B-' and
     removed from Watch Negative;

  -- $15,000,000 class A-2V notes downgraded to 'CC' from 'B-' and
     removed from Watch Negative;

  -- $3,109,950 class B-F notes downgraded to 'C' from 'CCC' and
     removed from Watch Negative;

  -- $18,705,364 class B-V notes downgraded to 'C' from 'CCC' and
     removed from Watch Negative;

  -- $5,367,870 class C notes downgraded to 'C' from 'CC' and
     removed from Watch Negative;

  -- $6,085,438 combination securities affirmed at 'CCC' and
     removed from Watch Negative.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities and Alternative-A RMBS.

Charles River is a structured finance collateralized debt
obligation that closed on Nov. 26, 2002 and is managed by TCW
Investment Management Company.  Presently, 43.1% of the portfolio
is comprised of U.S. subprime RMBS, of which 30.1% was issued in
2005 or 2006, and 13.5% of the portfolio is Alt-A RMBS, of which
8% was issued in 2005 or 2006.

Since Nov. 21, 2007, approximately 37.8% of the portfolio has been
downgraded with 9.6% of the portfolio currently on Rating Watch
Negative.  Additionally, 49.9% of the portfolio is now rated below
investment grade, with 35.8% of the portfolio rated 'CCC+' or
below.

The collateral deterioration has caused each of the
overcollateralization ratios to fail their respective covenants.  
As of the trustee report dated July 31, 2008, the class A-1, A-2,
B and C OC ratios were 106.4%, 89.6%, 81.6% and 79.8%,
respectively, compared to covenants of 119%, 108%, 102% and 102%,
respectively.  The class B-F, B-V and C notes have been paying in
kind since June 2008, whereby the principal balances of the notes
are written up by the amount of unpaid interest, due to the
failing class A-1 OC ratio.  Based on the projected performance of
the portfolio, Fitch does not expect the class B-F, B-V or C notes
to receive any interest or principal proceeds going forward.

The combination securities receive payments made to the class A-1B
notes and preference shares.

The ratings of the class A-1A, A-2F and A-2V notes address the
timely receipt of scheduled interest payments and the ultimate
receipt of principal as per the transaction's governing documents.  
The ratings of the class B-F, B-V and C notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.  The ratings of the
class A-1B and combination securities address the ultimate receipt
of principal payments as per the transaction's governing
documents.


CILCO: S&P Lifts 'BB' Corporate Credit Rating
---------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Ameren Corp.'s Illinois subsidiaries Illinois
Power Co. (IP), Central Illinois Public Service Co. (CIPS),
CILCORP Inc., and Central Illinois Light Co. (CILCO) to 'BBB-'
from 'BB'.

"At the same time, we affirmed the 'BBB-' ratings on Ameren, its
Missouri utility subsidiary Union Electric Co. (UE), and
unregulated generation subsidiary Ameren Energy Generating Co.,"
S&P said.  "The outlook is stable on all entities.  St. Louis,
Mo.-based Ameren had about $6.1 billion in consolidated
outstanding long-term debt at June 30, 2008, excluding IP's
securitized debt," S&P related.

"The upgrades on the Illinois subsidiaries reflect Standard &
Poor's assessment that the regulatory and political environment in
Illinois will be reasonably supportive of investment grade credit
quality with regard to their pending rate cases.  The Illinois
Commerce Commission's (ICC) administrative law judges (ALJ) have
endorsed electric and gas delivery service rate increase
of $163.5 million, nearly 80% of the revised amount sought by
Ameren's Illinois utilities, and significantly more than the
$47 million rate hike recommended by the ICC staff.

"The ALJ decision is not binding on the ICC, whose final rate
order is expected by Sept. 30, 2008.  Unlike the significant
rate increase requests in 2006-2007 that became so highly
politicized, there has been virtually no resurgence of political
interference or opposition to higher rates, other than the
Citizens Utility Board, which characteristically opposes the
utilities' position for higher rates.

"Moreover, the ICC's recently approved $270 million rate hike for
Commonwealth Edison Co., a subsidiary of Exelon Corp., was
supportive of credit quality and was materially larger that
that of the ALJ's and staff's positions.  In raising the ratings
on the Illinois subsidiaries, we are assuming that higher rates,
which would become effective in October, do not again become
highly politicized," S&P said.


CILCORP INC: S&P Lifts 'BB' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Ameren Corp.'s Illinois subsidiaries Illinois
Power Co. (IP), Central Illinois Public Service Co. (CIPS),
CILCORP Inc., and Central Illinois Light Co. (CILCO) to 'BBB-'
from 'BB'.

"At the same time, we affirmed the 'BBB-' ratings on Ameren, its
Missouri utility subsidiary Union Electric Co. (UE), and
unregulated generation subsidiary Ameren Energy Generating Co.,"
S&P said.  "The outlook is stable on all entities.  St. Louis,
Mo.-based Ameren had about $6.1 billion in consolidated
outstanding long-term debt at June 30, 2008, excluding IP's
securitized debt," S&P related.

"The upgrades on the Illinois subsidiaries reflect Standard &
Poor's assessment that the regulatory and political environment in
Illinois will be reasonably supportive of investment grade credit
quality with regard to their pending rate cases.  The Illinois
Commerce Commission's (ICC) administrative law judges (ALJ) have
endorsed electric and gas delivery service rate increase
of $163.5 million, nearly 80% of the revised amount sought by
Ameren's Illinois utilities, and significantly more than the
$47 million rate hike recommended by the ICC staff.

"The ALJ decision is not binding on the ICC, whose final rate
order is expected by Sept. 30, 2008.  Unlike the significant
rate increase requests in 2006-2007 that became so highly
politicized, there has been virtually no resurgence of political
interference or opposition to higher rates, other than the
Citizens Utility Board, which characteristically opposes the
utilities' position for higher rates.

"Moreover, the ICC's recently approved $270 million rate hike for
Commonwealth Edison Co., a subsidiary of Exelon Corp., was
supportive of credit quality and was materially larger that
that of the ALJ's and staff's positions.  In raising the ratings
on the Illinois subsidiaries, we are assuming that higher rates,
which would become effective in October, do not again become
highly politicized," S&P said.

Complete ratings information is available to subscribers of
RatingsDirect, the real-time Web-based source for Standard &
Poor's credit ratings, research, and risk analysis, at
www.ratingsdirect.com.  All ratings affected by this rating action
can be found on Standard & Poor's public Web site at
www.standardandpoors.com; select your preferred country or region,
then Ratings in the left navigation bar, followed by Credit
Ratings Search.


CIPS: S&P Lifts 'BB' Corporate Credit Rating
--------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Ameren Corp.'s Illinois subsidiaries Illinois
Power Co. (IP), Central Illinois Public Service Co. (CIPS),
CILCORP Inc., and Central Illinois Light Co. (CILCO) to 'BBB-'
from 'BB'.

"At the same time, we affirmed the 'BBB-' ratings on Ameren, its
Missouri utility subsidiary Union Electric Co. (UE), and
unregulated generation subsidiary Ameren Energy Generating Co.,"
S&P said.  "The outlook is stable on all entities.  St. Louis,
Mo.-based Ameren had about $6.1 billion in consolidated
outstanding long-term debt at June 30, 2008, excluding IP's
securitized debt," S&P related.

"The upgrades on the Illinois subsidiaries reflect Standard &
Poor's assessment that the regulatory and political environment in
Illinois will be reasonably supportive of investment grade credit
quality with regard to their pending rate cases.  The Illinois
Commerce Commission's (ICC) administrative law judges (ALJ) have
endorsed electric and gas delivery service rate increase
of $163.5 million, nearly 80% of the revised amount sought by
Ameren's Illinois utilities, and significantly more than the
$47 million rate hike recommended by the ICC staff.

"The ALJ decision is not binding on the ICC, whose final rate
order is expected by Sept. 30, 2008.  Unlike the significant
rate increase requests in 2006-2007 that became so highly
politicized, there has been virtually no resurgence of political
interference or opposition to higher rates, other than the
Citizens Utility Board, which characteristically opposes the
utilities' position for higher rates.

"Moreover, the ICC's recently approved $270 million rate hike for
Commonwealth Edison Co., a subsidiary of Exelon Corp., was
supportive of credit quality and was materially larger that
that of the ALJ's and staff's positions.  In raising the ratings
on the Illinois subsidiaries, we are assuming that higher rates,
which would become effective in October, do not again become
highly politicized," S&P said.


COMMONWEALTH EDISON: S&P Lifts 'BB' Corp. Credit Rating to 'BBB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Commonwealth Edison Co. (ComEd), including its corporate credit
rating to 'BBB-' from 'BB'. The outlook is stable.  The rating
action is based on Standard & Poor's opinion that the Illinois
regulatory and political environments have returned to a credit
supportive level.  The recent Illinois Commerce Commission's
approval of a base rate increase of $270 million demonstrates an
improving regulatory environment that supports an investment grade
rating.  The Chicago-based ComEd has about $4.9 billion of
debt outstanding.

"The ratings reflect ComEd's strong business profile and
aggressive financial profile," S&P said.  "We revised the business
profile to strong from satisfactory based on the company's lower
risk transmission and distribution operations offset by an
improving albeit still evolving regulatory environment.  The
regulatory environment remains challenging and is accentuated by
the regulatory lag that hinders credit metrics during a period of
large infrastructure capital investments," S&P noted.

"The stable outlook reflects our expectations that the political
rhetoric previously seen in Illinois has diminished and will
continue to fade away so that the utility will be able to
regularly implement moderate rate increases, when appropriate.  
Ratings could come under pressure if the political unrest returns
or there is little improvement to the financial measures.  Ratings
could be further upgraded if the regulatory environment continues
to develop and the financial measures improve, including the
company's ability to generate positive free and discretionary cash
flows.


COMUNITY LENDING: Seeks to Extend Exclusive Solicitation Period
---------------------------------------------------------------
ComUnity Lending, Incorporated, and its affiliate ask the U.S.
Bankruptcy Court for the Northern District of California to extend  
to Nov. 14, 2008, their exclusive period to solicit acceptance of
their Joint Plan of Liquidation.

On July 7, 2008, the Debtors filed their Joint Plan of Liquidation
and Joint Disclosure Statement for the plan.

After a hearing on April 22, 2008, the Court extended the Debtors'
exclusive right to file a plan through and including July 7, 2008,
and extending the date by which the Debtors could solicit
acceptance of their plan through and including Sept. 5, 2008.

Doris A. Kaelin, Esq., at Murray & Muray, the Debtors' counsel
tells the Court that the additional time for soliciting
acceptaince of the Plan is necessary for the Debtors to amend the
Plan and Disclosure Statement, and identify with more specificity
the Debtors' claims against third parties.  Based on the volume
and complexity of the transactions of the business, the process of
identifying potential claims against third parties has been time
intensive.  

The Debtors intend to file their amended plan and disclosure
statement within 30 days.  

Based in San Jose, California, ComUnity Lending, Inc. --  
http://www.comunitylending.com-- is a mortgage lender, with    
mortgage programs of up to $1,500,000.  The company and its
affiliate, L.E.S. Liquidation Inc., filed for Chapter 11
protection on Jan. 4, 2008 (Bankr. N.D. Calif. Case Nos. 08-50030
and 08-50031).  John Walshe Murray, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, ComUnity Lending listed estimated
assets and liabilities of $10 million to $50 million.  No
creditors' committee has been formed.


CYGNUS BUSINESS: Moody's Cuts Corporate Family Rating to Caa1
-------------------------------------------------------------
Moody's Investors Service has downgraded Cygnus Business Media,
Inc.'s Corporate Family and Probability of Default ratings to Caa1
from B3 and its first lien senior secured bank loan rating to B3
from B2, while continuing the review for possible further
downgrade, following the company's disclosure that it is currently
in default under the financial covenants of its first lien senior
secured loan agreements.

Ratings downgraded and remaining under review for possible further
downgrade:

     -- Corporate Family rating, to Caa1 from B3;

     -- Probability of Default rating, to Caa1 from B3;

     -- First Lien senior secured revolving credit facility, due
        2009, to B3, LGD3, 42% from B2, LGD3, 42%;

     -- First Lien senior secured delayed draw facility, due 2009,
        to B3, LGD2, 42% from B2, LGD3, 42%;

     -- Add-on first lien senior secured term loan B due 2009, to
        B3, LGD2, 42% from B2, LGD3, 42%;

     -- Senior secured term loan B due 2009, to B3, LGD2, 42% from
        B2, LGD2, 42%; and

     -- Second lien senior secured facility due 2010, to Caa3,
        LGD6, 91% from Caa2, LGD6, 91%.

The downgrade of the Corporate Family rating follows Cygnus'
recent disclosure that at the end of June 2008 it failed to comply
with the financial ratio tests stipulated by the terms of its
first lien senior secured loan agreement and its Series A
preferred shareholders agreement.  The company's lenders have not
yet announced whether they intend to call a default and pursue
their legal rights and remedies as creditors under the terms of
the loan agreement; neither has management publicly announced its
plans to fund the payment of approximately $167 million of debt
which is currently scheduled to mature by July 2009, close to $9
million of which is due in January 2009.

The downgrade of the Probability of Default rating to Caa1
incorporates Moody's view that:

     (1) continuing softness in the company's consolidated
         operating performance has contributed to covenant
         defaults as of the end of June 2008, and

     (2) a near-term payment default is highly probable unless
         Cygnus is able to raise sufficient cash to repay its
         first lien senior secured debt (all of which is due in
         2009) or is able to extend its debt amortization
         schedule.

The ongoing review will focus on:

     (1) Cygnus' ability to restore compliance with the terms of
         its financial covenants,

     (2) the willingness of Cygnus' lenders to consent to
         covenant relief or to an extension of the company's debt
         repayment amortization schedule, if requested,

     (3) the company's ability to generate new funding, sufficient
         to repay its near term maturing debt from the proceeds of
         a sale of all or some of the company's assets, a debt
         refinancing or an equity infusion,

     (4) the possibility that Cygnus will consider a complete
         restructuring of its balance sheet and

     (5) the company's ability to improve a currently very tight
         liquidity profile and revitalize its sales and free cash
         flow generation.

Headquartered in Fort Atkinson, Wisconsin, Cygnus Business Media
is a diversified business-to-business media company. The company
recorded sales of approximately $115 million for the LTM period
ended June 30, 2008.


DAVID KEMPTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: David L. Kempton, Inc.
        16 D'Alfonso Road
        Newburgh, NY 12550

Bankruptcy Case No.: 08-36969

Chapter 11 Petition Date: September 11, 2008

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Harvey S. Barr, Esq.
                  info@bplegalteam.com
                  Barr, Post & Associates
                  664 Chestnut Ridge Road
                  Spring Valley, NY 10977
                  Tel: (845) 352-4080
                  Fax: (845) 352-6777

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at
http://bankrupt.com/misc/nysb08-36969.pdf                      


DELPHI CORP: Will Get Add'l $4.6BB from GM for Transformation Plan
------------------------------------------------------------------
Delphi Corp. is taking steps it believes are necessary to complete
the successful restructuring of its U.S. operations,
transformation of the company on a global basis, and emergence
from chapter 11 as soon as practicable.  These steps include:

   * reaching agreement with General Motors Corp. on amended
     settlement and restructuring agreements.  Per the agreements,
     Delphi will receive support from GM that Delphi estimates to
     be valued at approximately $10.6 billion for its
     transformation (increased from approximately $6.0 billion in
     the January 2008 settlement).  The agreement will modify the
     mechanics and expand the amount of Delphi's net hourly
     pension liability transfer to GM pursuant to section 414(l)
     of the Internal Revenue Code from $1.5 billion under the
     original GSA to approximately $3.4 billion;

   * taking action to preserve and fund Delphi's hourly and
     salaried pension plans;

   * completing the reaffirmation process for the company's 2008-
     2011 business plan in the Revised Plan of Reorganization, a
     summary of which is included in filings with the U.S.
     Bankruptcy Court for the Southern District of New York;

   * reporting on material additional progress with respect to
     Delphi's transformation plan announced in March 2006; and

   * establishing its intent to enter the capital markets with its
     reaffirmed business plan, and to file in the Bankruptcy Court
     proposed modifications to its previously confirmed First
     Amended Joint Plan of Reorganization.

The company filed several expedited motions on Friday with the
Bankruptcy Court that will be considered by the Court on Sept. 23,
2008, including:

   * A motion to implement an amended and restated Global
     Settlement Agreement (Amended GSA) and Master Restructuring
     Agreement (Amended MRA) with GM.  The original GSA and MRA
     were previously approved by the Bankruptcy Court on Jan. 25,
     2008.  The terms of the proposed amendments would authorize
     the GSA and MRA to become effective independent of and in
     advance of the effective date of the company's POR.  The
     filing states that the Amended GSA and Amended MRA reflect
     GM's continuing and immediate support for Delphi's
     reorganization efforts -- including the transfer of certain
     hourly pension obligations -- and will enable Delphi to take
     the next steps in its transformation, including the actions
     that should allow it to emerge from chapter 11 as soon as
     practicable.

   * A motion to freeze its hourly and salaried defined benefit
     pension plans and provide, as applicable, replacement cash
     balance or defined contribution pension benefits, a salaried   
     retirement and equalization savings program, and a
     supplemental executive retirement plan.

        Considerations in the Amended GSA and Amended MRA

Implementation of the Amended GSA and Amended MRA at this time is
necessary to preserve the substantial progress the Company has
made, and to position Delphi to emerge from chapter 11 as soon as
practicable.  Unlike the original GSA and MRA, in which GM
required that its performance under those agreements be tied to
Delphi's emergence from chapter 11, the Amended GSA and Amended
MRA accelerate substantially all of GM's obligations in the
original agreements (estimated by Delphi to be approximately
$6.0 billion in value to Delphi's transformation), which will be
implemented immediately upon the effective date of the Amended GSA
and Amended MRA.

In addition, a substantial portion of GM's incremental net support
(estimated by Delphi to be approximately $4.6 billion in value to
Delphi's transformation) also will become immediately and
unconditionally effective. In exchange for GM's willingness to
undertake these obligations, Delphi has agreed to treatment of
GM's claims in the chapter 11 cases, and to release GM from
certain claims and causes of action upon the effectiveness of the
Amended GSA and the Amended MRA.

Under the Amended GSA, GM would assume responsibility for the
pensions of certain of Delphi's hourly retirement plan
participants.  The liabilities would be transferred in two steps,
pursuant to section 414(l) of the Internal Revenue Code, and would
be increased from $1.5 billion to approximately $3.4 billion.  The
liability transfers are subject to GM and Delphi receiving consent
from a sufficient number of unions to complete the first step of
the transfer.

Through the implementation of the Amended GSA and Amended MRA,
GM's financial support of Delphi -- which previously was to be
received upon Delphi's emergence from chapter 11 -- is being
pulled forward to the effectiveness of the amendments.  As a
result, GM will make payments to Delphi of $1.2 billion in
connection with the effectiveness of the Amended GSA and Amended
MRA, and through the remainder of 2008.  The payments by GM
combined with the Company's existing cash on hand -- which totaled
in excess of $1 billion at June 30, 2008, and amounts available
under the company's DIP revolving credit facility, provide ample
liquidity over the course of 2008.

By immediately implementing the Amended MRA, Delphi will be in a
position to pursue exit financing in the capital markets,
including through an equity-based rights offering, to support what
it believes to be a viable, reaffirmed emergence business plan
that incorporates current market conditions and increased GM
support.

Delphi's Chief Restructuring Officer John Sheehan said that it is
in the best interests of the company to seek approval to implement
the Amended GSA and Amended MRA independent of and in advance of
the effectiveness of the POR.  He said the company has been
advised by the Creditors' Committee that it may no longer support
a settlement with GM and related transactions, if these
transactions are approved in advance of the filing and approval of
potential modifications to Delphi's POR which are acceptable to
the committee.  Absent consensual resolution of the Creditors'
Committee concerns, the Committee may file objections to one or
more of the motions and seek other relief from the Bankruptcy
Court.  Mr. Sheehan said Delphi will continue working toward a
consensus among its principal stakeholders, including the
committees, but that the likelihood of achieving consensus is
speculative and not assured.

                      Pension Plan Modifications

The motion to modify the pension plans would authorize a freeze of
the Delphi hourly pension plan following union consent and a
freeze of the U.S. salaried plans.  If approved by the Court,
Delphi would then provide, subject to the union agreement,
replacement cash balance or defined contribution pension benefits
to its hourly employees; and for eligible salaried employees,
Delphi would provide defined contribution pension benefits, a
salaried retirement and equalization savings program, and a
supplemental executive retirement plan.

"We have remained committed to fully funding our pension plans and
to being well-planned, well organized, and well-financed from the
beginning of our chapter 11 cases," said Mr. Sheehan.  "If
approved by the Court, these actions and the additional operating
support provided in the Amended GSA and Amended MRA are
significant milestones in completing the final phases of the
reorganization of our U.S. operations and positioning us to
complete the financing required for our emergence from chapter 11
as soon as practicable."

            Transformed Delphi Poised to Complete Plans

Delphi CEO and President Rodney O'Neal said the company has
achieved remarkable progress in its overall transformation, and
several elements of the transformation are outlined in the motions
being filed today with the Court.

"Despite recent challenges -- including difficult credit markets,
the downturn in the U.S. auto industry, and other cost pressures
-- our operating performance has improved significantly," Mr.
O'Neal said.  "Our team has accomplished this global
transformation in the face of a complete restructuring of a
significant portion of our operations."

Mr. O'Neal said Delphi is on track to complete its transformation
plan by the end of this year.  The key tenets of that plan were to
modify U.S. labor agreements to create a competitive arena in
which to conduct business; conclude Delphi's negotiations with GM
to finalize GM's financial support for Delphi's legacy and labor
costs and confirm GM's business commitment to the company;
streamline Delphi's global product portfolio to capitalize on its
technology and market strengths, and align its manufacturing and
engineering footprint and capabilities with this new focus;
transform Delphi's salaried workforce to ensure that the company's
organizational and cost structure is competitive and aligned with
its product portfolio and manufacturing footprint; and devise a
workable solution to Delphi's U.S. pension situation.

In addition to working to achieve the key tenets of the
transformation plan, Mr. O'Neal said that Delphi has diversified
its customer base by growing its business in Europe, Asia and
South America.

When the closing on Delphi's POR was suspended on April 4, 2008,
following Delphi's plan investors refusal to close on their
Investment Agreement, Delphi undertook a reaffirmation process
with respect to the business plan in the POR as part of Delphi's
consideration of potential modifications to the POR in order to
emerge from chapter 11 as soon as practicable.  The RPOR includes
revised actual and expected volumes for the North American
automotive market; significant increases in certain commodity
costs; changes in the under-funded status of its pension plans as
a result of negative plan asset returns; and substantial
incremental financial support from GM committed to as part of the
modified settlement.

Assuming that the Bankruptcy Court approves Delphi's modified
settlement with GM and the pension plan modification motion at a
hearing scheduled to begin on Sept. 23, 2008, Delphi expects to
enter the capital markets later this year with the RPOR and
anticipates filing a motion seeking approval of modifications to
the POR.

"Our progress throughout this transformation has been tremendous
and could not have been achieved without the diligence and
commitment of our employees, suppliers and customers," Mr. O'Neal
said. "We have maintained uninterrupted supply to our customers,
and have booked record business with many of them.  The approval
of these amended agreements will help us continue our solid march
toward becoming a completely transformed and more competitive
company."

                    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.

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.

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


DIABLO GRANDE: Court Approves Sale to World International
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California  
approved the sale of Diablo Grande, LP, to World International,
LLC, for $20 million, reports Tim Moran of The Modesto Bee.  The
sale is expected to close on Oct. 2, pending approval by various
creditors, according to the report.

The deal between the Debtor and World International also hinges on
the Court's approval of a settlement agreement that describes how
the proceeds from the sale will be distributed to creditors, says
Mr. Moran.  

World International is a corporation formed by partners who are
Mexican nationals who have broad experience in resort, hotel and
industrial development, with properties in Cancun, Mexico City and
Cabo San Lucas, Mr. Moran reveals.

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center. Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president. It filed for chapter 11 protection
on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-90365). Judge
Robert S. Bardwil is presides over the case. Ori Katz, Esq., and
Michael H. Ahrens, Esq., at Sheppard Mullin Richter & Hampton LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets of between
$50 million and $100 million and debts of between $50 million and
$100 million.


DOV PHARMACEUTICAL: Posts $1,938,471 Net Loss in 2008 2nd Quarter
-----------------------------------------------------------------
DOV Pharmaceutical Inc. reported a net loss of $1,938,471 for the
second quarter ended June 30, 2008, compared with a net loss of
$2,400,825 in the same period in 2007.  

Revenue was $1,600,000 and $288,284 for the three months ended
June 30, 2008, and 2007, respectively.  Revenue for the three
months ended June 30, 2008, is comprised of the $1,600,000
received from a private investor upon the closing of the milestone
and royalty monetization transaction relating to the company's
proprietary compound bicifadine under the agreement with XTL
Biopharmaceuticals, Ltd.

Revenue for the three months ended June 30, 2007, was comprised
solely of reimbursement of certain costs incurred by the company
for services provided to XTL.

                 Gain on Revaluation of Warrants

At March 31, 2007, the company estimated the fair value of the
warrants to be distributed to common stockholders pursuant to the
2007 Exchange Offer at $4.6 million using a Black-Scholes
methodology.  The liability was revalued at the date the
registration statement for the shares underlying the warrants was
deemed effective on June 25, 2007.  The liability value was
reduced by $1,350,000 and was recorded as other income during the
quarter ended June 30, 2007.  The warrants were then reclassified
from a liability to equity and, as such, no further revaluation is
required.

                          Balance Sheet

At June 30, 2008, the company's balance sheet showed $8,560,161 in
total assets, $1,793,326 in total current liabilities, $6,326,980
in Series D covertible preferred stock, and $439,855 in total
stockholders' equity.

Full-text copies of the company's condensed financial statements
for the quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?31f2

                       Going Concern Doubt

The company has incurred significant operating losses since
inception and expects to continue to incur significant operating
losses for the foreseeable future.  As of June 30, 2008, the
company had an accumulated deficit of $204,720,281.  To continue
to operate in 2009, the company will need to raise additional
funds through equity or debt financings, collaborative agreements
with corporate partners or from other sources. If adequate funds
are not available, or not available on an acceptable basis, the
company will have to to curtail or delay significantly its  
remaining product development programs or possibly discontinue
operations.  In addition, future milestone payments under some of
its collaborative or license agreements are contingent upon the
company meeting particular research or development goals.

These matters raise substantial doubt about the company's ability
to continue as a going concern.

                    About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:
DOVP.PK) -- http://www.dovpharm.com/-- is a biopharmaceutical   
company focused on the development of novel drug candidates for
disorders of the central nervous system.


DOWNEY FINANCIAL: S&P Cuts Rating on Long-Term Credit to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Downey Financial Corp. to 'B-' from
'B+' and removed the ratings from CreditWatch Negative where they
were placed June 3, 2008.  The outlook is
negative.

"We took this action because of our increased concern about
Downey's asset quality-induced weak financial profile, which
continues to erode its franchise and resulted in material
regulatory restrictions contained in a recently released cease-
and-desist order," said Standard & Poor's credit analyst Robert B.
Hoban, Jr.

Although most of the items covered in the regulatory order had
been previously announced and are largely focused on trying to
help Downey deal with its considerable challenges, the order also
increases Downey Saving Bank's regulatory Tier 1 and risk-based
capital requirements and reclassifies the thrift as only
"adequately capitalized" despite its currently exceeding
all "well-capitalized" regulatory ratios.

"Even with the $176 million of new equity Downey has raised for
the bank in the past few months, we believe that it will be
difficult to maintain capital above these new requirements beyond
the next quarter-end," S&P said.  "We also believe that any future
failure to meet these requirements is likely to trigger further
regulatory action that could be detrimental to Downey's
creditworthiness and debt-holders' interests," S&P related.

"Despite Downey's current adequate liquidity profile, we are also
concerned that continued publicity of Downey's problems could lead
to material deposit outflows that would overwhelm Downey's
liquidity and result in further adverse regulatory action.  With
dividends to the holding company from the bank cut off for the
foreseeable future, the holding company must rely on its own free
cash to meet its obligations, principally servicing the rated
$200 million senior debt issue.  Currently Downey maintains free
cash at the holding company sufficient to meet more than two
years' worth of holding company debt service obligations, but we
are concerned that the regulators may require the parent to
provide additional capital support to the bank.

"We expect Downey's considerable asset quality problems to put
increasing strain on its already highly stressed financial
profile.  If Downey experiences material deposit outflows or any
other type of liquidity event, breaches its new regulatory capital
requirements, or has further negative regulatory actions against
it, we would lower the ratings at least one notch.  There is
little likelihood of positive rating action in the medium term,
but if Downey were to maintain adequate liquidity, avoid further
adverse regulatory actions, maintain adequate capital, and
materially reduce problem assets, we could affirm the ratings,"
S&P continued.

Complete ratings information is available to subscribers of
RatingsDirect, the real-time Web-based source for Standard &
Poor's credit ratings, research, and risk analysis, at
www.ratingsdirect.com.  All ratings affected by this rating action
can be found on Standard & Poor's public Web site at
www.standardandpoors.com; select your preferred country or region,
then Ratings in the left navigation bar, followed by Credit
Ratings Search.


DUNMORE HOMES: Court Approves Immaterial Modifications to Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York issued a written order on August 22, 2008, approving
immaterial modifications made by bankrupt Dunmore Homes, Inc., in
its Amended Plan of Liquidation.  With the modifications approved,
the Second Amended Plan is deemed accepted by all creditors who
submitted ballots accepting the First Amended Plan.

Judge Holman confirmed the Second Amended Plan of Liquidation of
the Debtor, in an oral ruling on August 12, 2008.

The Debtor delivered to the Court a clean copy of its Second
Amended Plan of Liquidation on August 29, 2008, a full-text
copy of which is available for free at:

         http://bankrupt.com/misc/Dunmore2ndPlanClean.pdf

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor filed its plan of
liquidation and an accompanying disclosure statement on March 21,
2008.  The company amended the Plan on April 24.

The California Bankruptcy Court approved Dunmore's Disclosure
Statement on June 12, 2008 as containing "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code.  A
hearing for August 12 has been set to consider confirmation of the
Plan.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.


FANNIE MAE: Sells $7 Bil. Syndicated Benchmark Notes to Investors
-----------------------------------------------------------------
The Wall Street Journal's Anusha Shrivastava reports that Fannie
Mae aka Federal National Mortgage Association has sold $7 billion
of two-year notes to investors.

According to the company's Web site, the syndicated benchmark
notes will mature by Oct. 12, 2010.  Barclays Capital Inc.,
Citigroup Global Markets Inc., and J.P. Morgan Securities Inc. are
the joint lead managers.  The co-managers include Deutsche Bank
Securities Inc., Goldman Sachs & Co., and UBS Securities LLC.

Barclays Capital strategist Rajiv Setia told WSJ that the offering  
purported to satisfy investor demand.  Other than U.S and Asian
investors, fund managers purchased 54% of notes while central bank
bough 27%, the report relates.

Fannie Mae disclosed on Wednesday that the notes are sold at +70
percentage points to yield 2.896%.

                        About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.


FREMONT GENERAL: May Employ FTI to Provide Interim Management
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Fremont General Corp. permission to employ FTI Consulting,
Inc. to provide interim management and management assistance, nunc
pro tunc to the petition date.

The Court also authorized the Debtor to designate Albert Conly to
serve as the Debtor's chief restructuring officer.  As ordered by
the Court, FTI will provide the same billing detail provided to
the Official Committee of Unsecured Creditors to the Official
Committee of Equity Security Holders.

The Debtor selected FTI Consulting Inc. to assist it in exploring
and determining the type of reorganization that will maximize
value for all stakeholders in its bankruptcy case, and to help it
to navigate through the myriad reporting and related issues
stemming from being a publicly traded company with debts, the
Debtor says, in excess of $300 million.  

As stipulated by the Debtor and the Official Committee of
Unsecured Creditors, and approved by the Court, FTI's services
will be supervised by members of the Debtor's executive management
team.  Within two weeks after the members of the management team
cease to be members of the Debtor's executive management team or,
in any case, disclaim responsibility for supervising FTI or do not
supervise FTI, the Debtor will cause the services of FTI to be
suspended pending either (a) an agreement between the Debtor and
the Committee concerning the supervision of FTI or (b) entry of an
order by the Court appointing a non-FTI officer of the Debtor,
member of the board of directors or the board of directors as a
whole to supervise FTI.

Professionals at FTI Consulting bill at these rates:

  Professional      Title                    Hourly Rate
  ------------      -----                    -----------
  Albert Conly      Sr. Managing Director      $665
  David Rush        Managing Director          $595
  Jon Moyer         Director                   $550
  Anju George       Sr. Consultant             $350
  Katie Lucas       Consultant                 $265

FTI's request for a "completion fee" and "success fee" was
withdrawn.

Albert S. Conly, Senior Managing Director with FTI Consulting,
ascertained that his firm does not hold any interest adverse to
the Debtor or its estate, and that the firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services  
holding company with $8.8 billion in total assets, at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, are the proposed
counsel for the Debtor.  Theodore Stolman, Esq., and Scott H. Yun,
at Stutman Treister & Glatt, are the proposed co-counsel for the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
its claims agent.

Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq. at Klee, Tuchin, Bogdanoff & Stern LLP, represent the
Offical Committee of Unsecured Creditors as counsel.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


FREMONT GENERAL: Equity Panel May Employ Weiland Golden as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the Official Committee of Equity Holders appointed in
Fremont General Corp.'s Chapter 11 case authority to employ
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, as its
bankruptcy counsel.  

As counsel to the Equity Committee, Weiland Golden will:

  a) advise the Committee concerning the rights and remedies of
     members of the Committee in regard to the Debtor's business;

  b) represent the Committee in any proceeding or hearing,
     including, without limitation, lien avoidance, preference
     avoidance, and fraudulent conveyance litigation, in the
     Bankruptcy Court, and in any action where the rights of the
     Estate, creditors or equity holders may be litigated or
     affected.

  c) assist the Committee in reviewing any pending sale of assets     
     and any plans of reorganization filed by the Debtor and to
     assist the Committee in its formulation and analysis of any
     plans; and

  d) represent the Committee at hearing in connection with the
     disclosure statements and plan confirmation.

Weiland Golden's professionals and their hourly rates are:

    Evan D. Smiley, Esq.           Partner              $480
    Philip E. Strok, Esq.          Partner              $460
    Reem Bello, Esq.               Senior Associate     $380
    Robert S. Marticello, Esq.     Associate            $280

Philip E. Strok, Esq., a partner at Weiland Golden, assured the
Court that the firm neither holds nor represents any interest
materially adverse to the Debtor or the Debtor's estate.  To the
best of the Equity Committee's knowledge, neither the firm nor any
of the attorneys employed by the firm has any connection with the
Debtor, the principals of the Debtor, insiders, creditors, equity
holders, and any other party or parties in interest, their
respective attorneys and accountants, or any person employed in
the Office of the United States Trustee.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services  
holding company with $8.8 billion in total assets, at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, are the proposed
counsel for the Debtor.  Theodore Stolman, Esq., and Scott H. Yun,
Esq., at Stutman Treister & Glatt, are the proposed co-counsel for
the Debtor.  The Debtor selected Kurtzman Carson Consultants LLC
as its claims agent.

Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq. at Klee, Tuchin, Bogdanoff & Stern LLP, represent the
Offical Committee of Unsecured Creditors as counsel.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


FREMONT GENERAL: Equity Panel Withdraws Request for Documents
-------------------------------------------------------------
The Official Committee of Equity Holders appointed in Fremont
General Corp.'s Chapter 11 bankruptcy case filed with the United
States Bankruptcy Court for the Central District of California a
notice of withdrawal, without prejudice, of its request for the
Debtor's production of documents pursuant to Federal Rule of
Bankruptcy Procedure 2004.

As reported in the Troubled Company Reporter on Aug. 29, 2008, the
Equity Panel asked the Court to compel the Debtor to produce
information documenting its financial affairs.

                      About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services  
holding company with $8.8 billion in total assets, at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, are the proposed
counsel for the Debtor.  Theodore Stolman, Esq., and Scott H. Yun,
Esq., at Stutman Treister & Glatt, are the proposed co-counsel for
the Debtor.  The Debtor selected Kurtzman Carson Consultants LLC
as its claims agent.

Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Jonathan D.
Petrus, Esq. at Klee, Tuchin, Bogdanoff & Stern LLP, represent the
Offical Committee of Unsecured Creditors as counsel.

In its schedules, Fremont General reported $362,227,537 in total
assets and $326,529,372 in total debts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$643,197,000 and total debts of $320,630,000.


GENERAL MOTORS: To Give Add'l $4.6 Bil. for Delphi's Trasformation
------------------------------------------------------------------
Delphi Corp. is taking steps it believes are necessary to complete
the successful restructuring of its U.S. operations,
transformation of the company on a global basis, and emergence
from chapter 11 as soon as practicable.  These steps include:

   * reaching agreement with General Motors Corp. on amended
     settlement and restructuring agreements.  Per the agreements,
     Delphi will receive support from GM that Delphi estimates to
     be valued at approximately $10.6 billion for its
     transformation (increased from approximately $6.0 billion in
     the January 2008 settlement).  The agreement will modify the
     mechanics and expand the amount of Delphi's net hourly
     pension liability transfer to GM pursuant to section 414(l)
     of the Internal Revenue Code from $1.5 billion under the
     original GSA to approximately $3.4 billion;

   * taking action to preserve and fund Delphi's hourly and
     salaried pension plans;

   * completing the reaffirmation process for the company's 2008-
     2011 business plan in the Revised Plan of Reorganization, a
     summary of which is included in filings with the U.S.
     Bankruptcy Court for the Southern District of New York;

   * reporting on material additional progress with respect to
     Delphi's transformation plan announced in March 2006; and

   * establishing its intent to enter the capital markets with its
     reaffirmed business plan, and to file in the Bankruptcy Court
     proposed modifications to its previously confirmed First
     Amended Joint Plan of Reorganization.

The company filed several expedited motions on Friday with the
Bankruptcy Court that will be considered by the Court on Sept. 23,
2008, including:

   * A motion to implement an amended and restated Global
     Settlement Agreement (Amended GSA) and Master Restructuring
     Agreement (Amended MRA) with GM.  The original GSA and MRA
     were previously approved by the Bankruptcy Court on Jan. 25,
     2008.  The terms of the proposed amendments would authorize
     the GSA and MRA to become effective independent of and in
     advance of the effective date of the company's POR.  The
     filing states that the Amended GSA and Amended MRA reflect
     GM's continuing and immediate support for Delphi's
     reorganization efforts -- including the transfer of certain
     hourly pension obligations -- and will enable Delphi to take
     the next steps in its transformation, including the actions
     that should allow it to emerge from chapter 11 as soon as
     practicable.

   * A motion to freeze its hourly and salaried defined benefit
     pension plans and provide, as applicable, replacement cash
     balance or defined contribution pension benefits, a salaried   
     retirement and equalization savings program, and a
     supplemental executive retirement plan.

        Considerations in the Amended GSA and Amended MRA

Implementation of the Amended GSA and Amended MRA at this time is
necessary to preserve the substantial progress the Company has
made, and to position Delphi to emerge from chapter 11 as soon as
practicable.  Unlike the original GSA and MRA, in which GM
required that its performance under those agreements be tied to
Delphi's emergence from chapter 11, the Amended GSA and Amended
MRA accelerate substantially all of GM's obligations in the
original agreements (estimated by Delphi to be approximately
$6.0 billion in value to Delphi's transformation), which will be
implemented immediately upon the effective date of the Amended GSA
and Amended MRA.

In addition, a substantial portion of GM's incremental net support
(estimated by Delphi to be approximately $4.6 billion in value to
Delphi's transformation) also will become immediately and
unconditionally effective. In exchange for GM's willingness to
undertake these obligations, Delphi has agreed to treatment of
GM's claims in the chapter 11 cases, and to release GM from
certain claims and causes of action upon the effectiveness of the
Amended GSA and the Amended MRA.

Under the Amended GSA, GM would assume responsibility for the
pensions of certain of Delphi's hourly retirement plan
participants.  The liabilities would be transferred in two steps,
pursuant to section 414(l) of the Internal Revenue Code, and would
be increased from $1.5 billion to approximately $3.4 billion.  The
liability transfers are subject to GM and Delphi receiving consent
from a sufficient number of unions to complete the first step of
the transfer.

Through the implementation of the Amended GSA and Amended MRA,
GM's financial support of Delphi -- which previously was to be
received upon Delphi's emergence from chapter 11 -- is being
pulled forward to the effectiveness of the amendments.  As a
result, GM will make payments to Delphi of $1.2 billion in
connection with the effectiveness of the Amended GSA and Amended
MRA, and through the remainder of 2008.  The payments by GM
combined with the Company's existing cash on hand -- which totaled
in excess of $1 billion at June 30, 2008, and amounts available
under the company's DIP revolving credit facility, provide ample
liquidity over the course of 2008.

By immediately implementing the Amended MRA, Delphi will be in a
position to pursue exit financing in the capital markets,
including through an equity-based rights offering, to support what
it believes to be a viable, reaffirmed emergence business plan
that incorporates current market conditions and increased GM
support.

Delphi's Chief Restructuring Officer John Sheehan said that it is
in the best interests of the company to seek approval to implement
the Amended GSA and Amended MRA independent of and in advance of
the effectiveness of the POR.  He said the company has been
advised by the Creditors' Committee that it may no longer support
a settlement with GM and related transactions, if these
transactions are approved in advance of the filing and approval of
potential modifications to Delphi's POR which are acceptable to
the committee.  Absent consensual resolution of the Creditors'
Committee concerns, the Committee may file objections to one or
more of the motions and seek other relief from the Bankruptcy
Court.  Mr. Sheehan said Delphi will continue working toward a
consensus among its principal stakeholders, including the
committees, but that the likelihood of achieving consensus is
speculative and not assured.

                      Pension Plan Modifications

The motion to modify the pension plans would authorize a freeze of
the Delphi hourly pension plan following union consent and a
freeze of the U.S. salaried plans.  If approved by the Court,
Delphi would then provide, subject to the union agreement,
replacement cash balance or defined contribution pension benefits
to its hourly employees; and for eligible salaried employees,
Delphi would provide defined contribution pension benefits, a
salaried retirement and equalization savings program, and a
supplemental executive retirement plan.

"We have remained committed to fully funding our pension plans and
to being well-planned, well organized, and well-financed from the
beginning of our chapter 11 cases," said Mr. Sheehan.  "If
approved by the Court, these actions and the additional operating
support provided in the Amended GSA and Amended MRA are
significant milestones in completing the final phases of the
reorganization of our U.S. operations and positioning us to
complete the financing required for our emergence from chapter 11
as soon as practicable."

            Transformed Delphi Poised to Complete Plans

Delphi CEO and President Rodney O'Neal said the company has
achieved remarkable progress in its overall transformation, and
several elements of the transformation are outlined in the motions
being filed today with the Court.

"Despite recent challenges -- including difficult credit markets,
the downturn in the U.S. auto industry, and other cost pressures
-- our operating performance has improved significantly," Mr.
O'Neal said.  "Our team has accomplished this global
transformation in the face of a complete restructuring of a
significant portion of our operations."

Mr. O'Neal said Delphi is on track to complete its transformation
plan by the end of this year.  The key tenets of that plan were to
modify U.S. labor agreements to create a competitive arena in
which to conduct business; conclude Delphi's negotiations with GM
to finalize GM's financial support for Delphi's legacy and labor
costs and confirm GM's business commitment to the company;
streamline Delphi's global product portfolio to capitalize on its
technology and market strengths, and align its manufacturing and
engineering footprint and capabilities with this new focus;
transform Delphi's salaried workforce to ensure that the company's
organizational and cost structure is competitive and aligned with
its product portfolio and manufacturing footprint; and devise a
workable solution to Delphi's U.S. pension situation.

In addition to working to achieve the key tenets of the
transformation plan, Mr. O'Neal said that Delphi has diversified
its customer base by growing its business in Europe, Asia and
South America.

When the closing on Delphi's POR was suspended on April 4, 2008,
following Delphi's plan investors refusal to close on their
Investment Agreement, Delphi undertook a reaffirmation process
with respect to the business plan in the POR as part of Delphi's
consideration of potential modifications to the POR in order to
emerge from chapter 11 as soon as practicable.  The RPOR includes
revised actual and expected volumes for the North American
automotive market; significant increases in certain commodity
costs; changes in the under-funded status of its pension plans as
a result of negative plan asset returns; and substantial
incremental financial support from GM committed to as part of the
modified settlement.

Assuming that the Bankruptcy Court approves Delphi's modified
settlement with GM and the pension plan modification motion at a
hearing scheduled to begin on Sept. 23, 2008, Delphi expects to
enter the capital markets later this year with the RPOR and
anticipates filing a motion seeking approval of modifications to
the POR.

"Our progress throughout this transformation has been tremendous
and could not have been achieved without the diligence and
commitment of our employees, suppliers and customers," Mr. O'Neal
said. "We have maintained uninterrupted supply to our customers,
and have booked record business with many of them.  The approval
of these amended agreements will help us continue our solid march
toward becoming a completely transformed and more competitive
company."

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

                    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.

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.

At June 30, 2008, the company's balance sheet showed total assets
of $136.0 billion, total liabilities of $191.6 billion, and total
stockholders' deficit of $56.9 billion.  For the quarter ended
June 30, 2008, the company reported a net loss of $15.4 billion
over net sales and revenue of $38.1 billion, compared to a net
income of $891.0 million over net sales and revenue of $46.6
billion for the same period last year.

  
GREEKTOWN CASINO: Serves Discovery Requests on Committee
--------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates served their first
set of requests for interrogatories, admissions, and document
production on Aug. 28, 2008, on these parties:

    1. The Official Committee of Unsecured Creditors
    2. Daniel M. McDermott as the United States Trustee for Reg. 9
    3. Deutsche Bank Trust Company Americas
    4. The City of Detroit, Michigan

The Debtors' counsel, Michael R. Wernett, Esq., at Schafer and
Weiner, PLLC, in Bloomfield Hills, Michigan, tells the U.S.
Bankruptcy Court for the Eastern District of Michigan that the
discovery requests are in relation to the Debtors' request to
extend their exclusive plan filing and solicitation periods.

As reported in the Troubled Company Reporter on Aug. 21, 2008, the
Committee of Unsecured Creditors proposed that the Debtors'
exclusive plan filing period be extended only until Jan. 26, 2009,
and their plan solicitation period extended only until March 27,
2009, without prejudice to the right of the Committee and any
party-in-interest to seek termination or oppose any further
extension of the Debtors' Exclusive Periods.

Among other things, the Debtors sought these information from the
respondents:

   * Certain documents relating to memos, e-mails, correspondence,
     affidavits, and other written or recorded statements made by
     any witnesses or prospective witnesses, or anyone else
     relating to the Exclusive Periods Motion and objections to
     the Motion.

   * All documents relating to any party from which elicit expert
     testimony will be obtained in connection with the hearing on
     the Exclusive Periods Motion.

   * All documents relating to all projections, studies,
     forecasts, summaries, memos, and communications between the
     respondents, investment bankers, and gaming experts
     concerning the Greektown Casino facility and the expansion
     project at the Greektown Complex.

   * The identity of certain persons from which elicit expert
     testimony will be obtained in connection with the hearing on
     the Exclusive Periods Motion.

   * The identity of certain investment bankers or gaming experts
     that had discussions with the Respondents concerning the
     Casino or the Expansion Project.

   * The identity of all the parties who provided information with
     the Respondents in connection with responding to any of the
     Debtors' Discovery Requests.

Written responses to the Discovery Requests were due on Sept. 5,
2008, and responsive documents were due on Sept. 8, 2008.

Several parties, including the Official Committee of Unsecured
Creditors, the U.S. Trustee, Deutsche Bank Trust Company
Americas, the Michigan Gaming Board and the City of Detroit
opposed the Debtors' exclusive period extension request.

In separate Court-approved stipulations, the Debtors consented to
the filing of objections by Comerica Bank, Merrill Lynch Capital
Corporation, and Ted and Maria Gatzaros.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


GREEKTOWN CASINO: Wants Ernst & Young as Tax Services Provider
--------------------------------------------------------------
John J. Stockdale, Jr., Esq., at Schafer and Weiner, PLLC, in
Bloomfield Hills, Michigan, said that Greektown Casino, LLC, its
debtor-affiliates, and Ernst & Young LLP have entered into
supplemental engagement letter dated Aug. 25, 2008, to include tax
services as part of the firm's services to the Debtors.

The U.S. Bankruptcy Court for the Eastern District of Michigan
previously granted the Debtors' request to employ Ernst & Young as
their auditor and accountant.

By this application, the Debtors seek the Court's authority to
extend the scope of their employment of Ernst & Young as their
auditor and accountant.  

As reported in the Troubled Company Reporter on Aug. 21, 2008,
Ernst & Young is expected to:

  (a) perform the annual audit of consolidated financial
      statements of Greektown Holdings, LLC, for the year ended
      Dec. 31, 2008;

  (b) perform the quarterly audits of consolidated financial
      statements of Greektown Casino, LLC, for the quarters ended
      June 30, 2008, Sept. 30, 2008, and Dec. 31, 2008;

  (c) research and consult with the Debtors' management regarding
      financial accounting and reporting matters; and

  (d) prepare management letter and internal control
      communications.

Under the Supplemental Engagement Letter, Ernst & Young will
complete state and federal income tax returns for the tax year
ending 2007, and will perform service related to Title 31, Part
103, of the Code of Federal Regulation.

Pursuant to the Supplemental Engagement Letter, the Debtors will
pay $25,000 to Ernst & Young for the preparation of the 2007
state and federal income tax returns and $32,000 for the Title 31
compliance services.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million. (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


GREEKTOWN CASINO: Seeks to Extend Lease Assumption Deadline
-----------------------------------------------------------
Greektown Casino LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to extend
the time by which they must assume or reject their unexpired non-
residential real property leases through the earlier of:

    (a) Dec. 29, 2008; or

    (b) the entry of an order confirming a plan of reorganization
        in the Debtors' cases.

The Debtors are currently parties to these leases:

   * A non-residential real property lease with the Archdiocese of
     Detroit, Michigan, which provide access to the Debtors'
     casino facility through a pedestrian walkway from a parking
     garage

   * A non-residential real property lease with Handy Parking,
     which provides overflow parking to the Debtors

   * A leased space for a mock-up hotel room with 132 Associates

   * A leased storage space with Warehouse Associates

   * A leased office space and parking with 400 Monroe Partners

John J. Stockdale, Jr., Esq., at Schafer and Weiner, PLLC, in
Bloomfield Hills, Michigan, tells the Court that the Debtors use
the Leased Properties for their business operations and that the
Leased Properties are critical for the Debtors' operations.

Pursuant to Section 365(d)(4)(A), the Debtors must determine
whether to assume or reject the Leases within 120 days after the
Petition Date, or within an additional time as the Court fixes or
the Leases are automatically deemed rejected.  Section 365(d)(4)
also provides that the Court may extend the lease decision period
prior to the expiration of the 120-day period for 90 days on a
debtor's motion for cause.    

The loss of the Leases would hinder the Debtors' operations as
the Leases provide additional parking and access to public
transportation to and from other local entertainment and business
venues, Mr. Stockdale contends.  "Without the Leases, the
Debtors' reorganization efforts may be impaired."

Mr. Stockdale asserts that if the extension request is not
granted, the Debtors' creditors will be substantially harmed
because the Debtors may be required to prematurely assume or
reject the Lease in an arbitrary and haphazardly manner before a
plan of reorganization can be formulated.  He says that the
Leases will be critical elements of any plan of reorganization or
sale.

Moreover, Mr. Stockdale adds, any premature assumption of the
Leases may generate large administrative claims against the
Debtors' estates, which could be detrimental to creditors.

The Debtors relate that they are current on their postpetition
payments to all non-residential real property lessors and will
continue to remain current on their postpetition obligations to
the lessors.  The Debtors assure the Court that their extension
request will not harm or prejudice the landlords of the Leases
because they will continue to receive lease payments or other
compensation as permitted under the Bankruptcy Code.  

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.  (Greektown Casino Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


HERALD LIMITED: Moody's Junks $121,400,000 Series 25 Secured Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
series of notes issued by Herald Limited, all related to the Logan
CDO transaction.  These rating actions are a response to credit
deterioration in the underlying portfolio.  The transaction
references US ABS and ABS CDOs, containing 20% RMBS and 16% ABS
CDOs.  Assets in the portfolio were issued between 2003 and 2008,
with transactions of the 2006 vintage accounting for 32% of the
pool and those of 2005 vintage representing 42% of the portfolio.

Issuer: Herald Limited

     -- $121,400,000 Series 25 Floating Rate Credit Linked Secured
        Notes:

        Current Rating: Ca
        Prior Rating: Baa3, on review for downgrade
        Prior rating date: May 16, 2008

     -- $19,200,000 Series 26 Floating Rate Credit Linked Secured
        Notes:

        Current Rating: C
        Prior Rating: B1, on review for downgrade

       Prior rating date: May 16, 2008

    -- $17,200,000 Series 27 Floating Rate Credit Linked Secured
       Notes:

       Current Rating: C
       Prior Rating: Caa1, on review for downgrade
       Prior rating date: May 16, 2008

    -- $21,200,000 Series 28 Floating Rate Credit Linked Secured
       Notes:

       Current Rating: C
       Prior Rating: Caa3, on review for downgrade
       Prior rating date: May 16, 2008


HERFF JONES: Moody's Rates Corporate Family Rating Ba3
------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and a B1 Probability of Default Rating to Herff Jones, Inc.,
following its mostly debt-financed acquisition of American
Achievement Corporation for a purchase price of $710 million,
including $190 million in cash.  In addition, Moody's assigned Ba3
ratings to the company's $735 million in senior secured credit
facilities, comprised of a $100 million senior secured revolving
credit facility and $635 million in A and B term loans, proceeds
of which will also fund $75 million in accrued compensation under
management incentive plans at both companies.  Moody's assumes a
higher than average recovery for the debt instruments given the
transaction's all first lien structure with a loss given default
assessment of 65% and, as a consequence, the Probability of
Default rating is one notch lower than the Corporate Family
Rating.  The rating outlook is stable.

Herff Jones' Ba3 corporate family rating reflects the limited
growth prospects for the sectors in which it operates (class
rings, year books and associated graduation products); sizable
cash demands driven by the mostly debt-financed acquisition and
ESOP re-purchase obligations; significant seasonality and
integration challenges.  These risks are balanced by the
significant market position of the combined businesses, the
benefits of combining two experienced management teams, and
anticipated synergies associated with the combination.  Moreover,
the companies' historic operating performance reflects relatively
stable revenues with high customer retention rates, modest
vulnerability to economic cycles, and attractive operating
margins.

Moody's has assigned these ratings on Herff Jones:

     -- Ba3 Corporate Family Rating

     -- B1 Probability of Default Rating

     -- Ba3 rating on $100 million revolving credit facility, 5
        years (LGD3, 35.72%)

     -- Ba3 rating on $335 million term loan A, 5 years (LGD3,
        35.72%)

     -- Ba3 rating on $300 million term loan B, 7 years (LGD3,
        35.72%)

The rating outlook is stable.

Herff Jones, Inc., manufactures educational products, recognition
awards & graduation related products for the scholastic as well as
commercial markets.  The products of the company include class
rings, medals & awards, fine paper for result announcements, year
books, caps & gowns, school photography services & multimedia
products for educational purposes.  The product line also has
calssroom instructional materials including maps, globes, jewelry
& award items for the commercial market.  The company utilizes 700
sales representatives for marketing the products to schools &
business throughout the U.S., Canada, and Puerto Rico.  Herff
Jones Canada, Inc., and Herff Jones Company of Indiana, Inc., are
the wholly owned subsidiaries which helped the company in their
operations in Canada & U.S. respectively.

Following the acquisition of American Achievement Corporation, the
combined Herff Jones company will have approximately $850 million
in revenues as of June 30, 2008.


HINES HORTICULTURE: Bid Procedures Hearing Set for September 23
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has set a hearing on Sept. 23, 2008, at 3:30 p.m., concerning the
motion of Hines Horticulture, Inc. and Hines Nurseries, Inc. for
entry of:

   a. an order approving bid and notice procedures and bid
      protections; and

   b. an order approving an asset purchase agreement with a
      stalking horse bidder or successful bidder at an auction,
      and sale of substantially all of the Debtors' assets free
      and clear of all liens.

Responses to the motion are due Sept. 18, 2008, at 12:00 p.m.

As reported by the Troubled Company Reporter on Aug. 21, the
Debtors agreed to the terms of an asset purchase agreement
with an affiliate of Black Diamond Capital Management, L.L.C., the
designated stalking-horse bidder.  The asset purchase agreement
contain several conditions -- including completion of due
diligence and financing, among other things.  Investment funds
managed by Black Diamond are the company's largest unsecured
creditors, holding a majority of the company's 10.25% Senior
Notes.

The sale is for approximately $70 million.  It will involve up to
$58 million in cash to pay pre-bankruptcy secured loans and
financing for the restructuring, and up to $12 million to pay debt
owing to pre- and post-bankruptcy suppliers.  A $1.5 million
breakup fee, plus up to $750,000 in expense reimbursement, is
being proposed.

The Debtors want the deadline for competitive bids be set for
November 3, and the auction for November 7.  They are also
proposing to pay Black Diamond $225,000 for expenses the potential
buyer will make while it investigates the Debtor's finances.  The
investigation timetable ends September 19.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  As of August 2008, the Debtors employed about 1,600
workers.

The company and its affiliate, Hines Nurseries, Inc., filed for
Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del. Case No.
08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet, Esq., at
Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Robert S. Brady, Esq., and Edmon L.
Morton, Esq., at Young, Conaway, Stargatt & Taylor, serve as the
Debtors' co-counsel.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their voting and claims agent, and Financial
Balloting Group LLC as their securities voting agent.  An Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtors filed for protection against their creditors,
they listed assets and debts of between $100 million and
$500 million each.


HINES HORTICULTURE: U.S. Trustee Forms Five-Member Committee
------------------------------------------------------------
The United States Trustee for Region 3 has appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in the chapter 11 case of Hines Horticulture, Inc. and Hines
Nurseries, Inc.

The Committee Members are:

   1. The Bank of New York Mellon
      101 Barclay Street
      New York, NY 10286
      Tel: (212) 815-2816
      Fax: (732) 667-9384
      Attn: Alex T. Chang

   2. Syngenta Seeds, Inc.
      4343 Commerce Court
      Lisle, IL 60532
      Tel: (630) 969-6300
      Fax: (630) 969-2087
      Attn: Steven Berl

   3. Ball Horticultural Company
      622 Town Road
      West Chicago, IL 60185
      Tel: (630) 588-3256
      Fax: (630) 231-3755
      Attn: Andy Stavrou

   4. The Conrad-Pyle Company
      372 Rose Hill Road
      West Grove, PA 19390
      Tel: (610) 869-2426
      Fax: (610) 869-0651
      Attn: David F. Watkins

   5. Allstates Truck Brokerage, Inc.
      P.O. Box 968
      Grants Pass, OR 97526
      Tel: (541) 956-5914
      Fax: (541) 956-8568
      Attn: Eugene Frederick

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


                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  As of August 2008, the Debtors employed about 1,600
workers.

The company and its affiliate, Hines Nurseries, Inc., filed for
Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del. Case No.
08-11922).  Anup Sathy, Esq., and Ross M. Kwasteniet, Esq., at
Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Robert S. Brady, Esq., and Edmon L.
Morton, Esq., at Young, Conaway, Stargatt & Taylor, serve as the
Debtors' co-counsel.  The Debtors selected Epiq Bankruptcy
Solutions LLC as their voting and claims agent, and Financial
Balloting Group LLC as their securities voting agent.  An Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtors filed for protection against their creditors,
they listed assets and debts of between $100 million and
$500 million each.


HINES HORTICULTURE: Section 341(a) Meeting Slated for October 3
---------------------------------------------------------------
The United States Trustee for Region 3 will hold a meeting of
creditors in the bankruptcy case of Hines Horticulture, Inc., and
Hines Nurseries, Inc., at 1:00 p.m., on Oct. 3, 2008, at Second
Floor, Room 2112, J. Caleb Boggs Federal Building, 844 North King
Street in Wilmington, Delaware.

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.

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  As of August 2008, the Debtors employed about 1,600
workers.

The company and its affiliate, Hines Nurseries, Inc., filed for
Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del. Case No.08-
11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.


HINES HORTICULTURE: Gets Final OK to Access $62MM BofA DIP Fund
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Hines Horticulture, Inc., and Hines Nurseries, Inc., final
authority to access an aggregate principal amount not to exceed
$62,000,000, plus accrued interest, from Bank of America, N.A., as
agent and lender; PNC Bank, National Association; and GMAC
Commerical Finance LLC.

Hines is a party to a loan and security agreement -- dated as of
Jan. 18, 2007 -- and all collateral and ancillary documents with
the agent and the lenders.  The principal amount of the
prepetition debt was at least $35,909,096 as of the bankruptcy
filing, plus accrued interest.

The lenders have agreed to provide credit support for a sale
process.  The Debtors project that, during the term of the
proposed sale process, through about Dec. 2, 2008, they will
require overadvance loans of up to $31,000,000, inclusive of the
$3,668,766 of overadvance loans that existed on the filing date.  
The lenders are not willing to incur this additional credit
exposure unless the funds are advanced in accordance with a court
order and in conjunction with an orderly sale process.

The permitted overadvances are:

   Date of entry of final order to Sept. 15, 2008    $17 million
   Sept. 16, 2008 to Sept. 30, 2008                  $17 million
   Oct. 1, 2008 to Oct. 15, 2008                     $20 million
   Oct. 16, 2008 to Oct. 31, 2008                    $23 million
   Nov. 1, 2008 to Nov. 15, 2008                     $27 million
   Nov. 16, 2008 to Nov. 30, 2008                    $30 million
   Dec. 1, 2008 to Dec. 15, 2008                     $31 million

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  As of August 2008, the Debtors employed about 1,600
workers.

The company and its affiliate, Hines Nurseries, Inc., filed for
Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del. Case No.08-
11922).  Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts.  Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel.  The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent.  When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.


HOME INTERIORS: Seeks to Hire CRG Partners as Business Consultant
-----------------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ CRG Partners Group LLC as business
consultant and chief restructuring officer.

Robert A. Carringer, managing partner at CRG Partners Group, LLC,
says that the Debtors want to employ William K. Snyder, also a
managing partner at the firm, as chief restructuring officer.

CRG Partners will, among others, work with Debtors' Board of
Directors to preserve the value of the Debtors' business, and
assist the Debtors in selling certain assets, subsidiaries, or the
entirety of the Debtors' business operations.

The Debtors assure the Court that the services that will be
rendered by CRG Partners are not duplicative with the services to
be performed by any other individual or entity employed by the
Debtors.

Mr. Snyder tells the Court that his firm will charge the Debtors
these hourly rates:

         Managing Partners            $425 - $525
         Partners                     $325 - $450
         Directors                    $275 - $425
         Associates                   $200 - $275
         Administrative Assistants       $100
     
The Debtors assure the Court that CRG Partners and its
professionals are disinterested persons and do not hold or
represent an interest adverse to the estate.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and       
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates,
the company has a significant presence in Mexico, Puerto Rico,
and Canada.  Annual revenue in 2007 reached US$300 million.  When
Mary Crowley, died in 1986, her son, Don Carter continued the
business operation nearly debt-free.  In a leveraged transaction
in 1998, private equity firm of Hicks, Muse, Tate, and Furst
acquired 66% of the parent company, which resulted in the
imposition of more than $500 million in debt on the Debtors.  In
the face of decreased sales and increased debt load, bondholders
canceled their debts in February 2006 in exchange for receiving
most of the outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico
and Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-
31961).  Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq.,
Lynnette R. Warman, Esq., and Michael P. Massad, Jr., Esq., at
Hunton & Williams, LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 6 has
appointed seven creditors to serve on an Official Committee
of Unsecured Creditors.  Richard A. Lindenmuth, at Boulder
International LLC, is designated as CRO.  Munsch Hardt Kopf &
Harr PC represents the Committee in these cases.  When the
Debtors file for protection against their creditors, they
listed assets of between $100 million and $500 million and the
same range of debts.


ILLINOIS POWER: S&P Lifts 'BB' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Ameren Corp.'s Illinois subsidiaries Illinois
Power Co. (IP), Central Illinois Public Service Co. (CIPS),
CILCORP Inc., and Central Illinois Light Co. (CILCO) to 'BBB-'
from 'BB'.

"At the same time, we affirmed the 'BBB-' ratings on Ameren, its
Missouri utility subsidiary Union Electric Co. (UE), and
unregulated generation subsidiary Ameren Energy Generating Co.,"
S&P said.  "The outlook is stable on all entities.  St. Louis,
Mo.-based Ameren had about $6.1 billion in consolidated
outstanding long-term debt at June 30, 2008, excluding IP's
securitized debt," S&P related.

"The upgrades on the Illinois subsidiaries reflect Standard &
Poor's assessment that the regulatory and political environment in
Illinois will be reasonably supportive of investment grade credit
quality with regard to their pending rate cases.  The Illinois
Commerce Commission's (ICC) administrative law judges (ALJ) have
endorsed electric and gas delivery service rate increase
of $163.5 million, nearly 80% of the revised amount sought by
Ameren's Illinois utilities, and significantly more than the $47
million rate hike recommended by the ICC staff.

"The ALJ decision is not binding on the ICC, whose final rate
order is expected by Sept. 30, 2008.  Unlike the significant
rate increase requests in 2006-2007 that became so highly
politicized, there has been virtually no resurgence of political
interference or opposition to higher rates, other than the
Citizens Utility Board, which characteristically opposes the
utilities' position for higher rates.

"Moreover, the ICC's recently approved $270 million rate hike for
Commonwealth Edison Co., a subsidiary of Exelon Corp., was
supportive of credit quality and was materially larger that
that of the ALJ's and staff's positions.  In raising the ratings
on the Illinois subsidiaries, we are assuming that higher rates,
which would become effective in October, do not again become
highly politicized," S&P said.


INDRA SEARS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Indra Malhan Sears
        Federick Sears
        1301 Rustlewood Drive
        Brandon, FL 33510

Bankruptcy Case No.: 08-13923

Chapter 11 Petition Date: September 11, 2008

Court: Middle District of Florida (Tampa)

Debtors' Counsel: David W. Steen, Esq.
                  dwslaw@yahoo.com
                  David W. Steen, PA
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

Total Assets: $2,394,748.66

Total Debts: $3,249,555.49

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

            http://bankrupt.com/misc/flmb08-13923.pdf


INTERMET CORP: Hearing on Case Conversion Set for September 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on Sept. 16, 2008, to consider approval of a motion to
convert the chapter 11 case of Intermet Corp. and its debtor-
affiliates to a chapter 7 liquidation proceeding, William Rochelle
of Bloomberg News says.

As reported by the Troubled Company Reporter on Sept. 11, 2008,
CapitalSource Finance LLC, as administrative and collateral agent
for the prepetition revolving lenders, asked Judge Kevin Gross on
Sept. 8, 2008, to hold an expedited hearing on the case conversion
motion.  According to CapitalSource, the next omnibus hearing date
of Oct. 1, 2008, is too late given the Debtors' continuing losses
and imminent administrative insolvency.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' lead counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' local counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.
When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and total
debts of between $100 million and $500 million.


INTERSTATE BAKERIES: Gets Prepetition Lenders' Plan Funding Pledge
------------------------------------------------------------------
Interstate Bakeries Corporation has received plan funding
commitments from an affiliate of Ripplewood Holdings L.L.C. and
from Silver Point Finance, LLC, Monarch Alternative Capital L.P.
and McDonnell Investment Management LLC, lenders holding
approximately 53% of IBC's prepetition secured debt, that form a
basis for IBC to emerge from Chapter 11 as a stand-alone company.  
National representatives of IBC's two major labor unions, which,
together, represent nearly 17,000 IBC employees, have agreed to
important modifications to their labor agreements that are an
essential component of the plan funding commitments.  The plan
funding commitments do require that labor agreement modifications
agreed to by national representatives must be ratified by the
union locals before plan funding will be provided and IBC can
emerge from Chapter 11.

The foundation for the revised plan of reorganization contemplated
by the plan funding commitments emerged from intensive discussions
that have been under way in recent weeks among IBC and its
existing secured lenders, including Silver Point Finance, LLC,
Monarch Alternative Capital L.P. and McDonnell Investment
Management LLC, which have committed $339 million pursuant to a
new secured term loan, Ripplewood Holdings L.L.C., an affiliate of
which has committed $130 million of new capital to the reorganized
IBC, and national representatives of two unions -- the
International Brotherhood of Teamsters, which represents about
8,500 IBC employees, and The Bakery, Confectionery, Tobacco
Workers, and Grain Millers International Union, which represents
about 8,200 IBC employees.

"We believe that emergence from Chapter 11 as a stand-alone
company is the best possible outcome for IBC's constituents,
employees, customers, and vendors," Craig Jung, CEO of Interstate
Bakeries, said.  "We are deeply appreciative of the willingness to
compromise and sacrifice that our major unions and plan sponsors
have shown, and the ongoing support that customers and vendors
have extended to IBC.  I am also grateful to and look forward to
working with Ripplewood."

"This agreement provides the cornerstone for a revised plan of
reorganization that will preserve the jobs of more than 22,000 IBC
employees," Mr. Jung said.  "It has the support of approximately
53% in amount of IBC's pre-petition senior secured creditors,
provides a fully underwritten exit financing commitment, and has
the support of national representatives of IBC's major labor
unions for modifications to IBC's existing labor contracts that
will lower the company's cost structure and enable us to create
sustainable competitive advantage to secure the company's future,"
he said.

"We are very pleased to have reached this agreement under which
Ripplewood has committed new capital that will enable the company
to look confidently to its future," John Cahill and Greg Murphy,
Industrial Partners of Ripplewood Holdings L.L.C., a leading
private equity firm, said.  "IBC has outstanding brands in the
major bread and snack cake categories that we believe best
position the company for future success."

Upon completion of the reorganization, Mr. Cahill and Mr. Murphy
will serve on IBC's Board of Directors as Ripplewood
representatives.  Mr. Cahill was previously Chairman, President
and CEO of The Pepsi Bottling Group and Mr. Murphy had been
President and CEO of Kraft Food Bakery Companies.  Both executives
have had extensive food and beverage industry experience during
their careers.  "I have previously worked with Mr. Cahill and have
come to know Mr. Murphy, and I have deep respect for both
individuals," Mr. Jung said.

IBC said it will work closely with all parties involved in these
commitments and other key constituents to develop and submit to
the bankruptcy court a revised plan of reorganization and a
revised disclosure statement that incorporate the terms of the new
plan funding commitments.  As required by the commitments, IBC
must emerge from Chapter 11 by Feb. 9, 2009.

Significant hurdles that must be cleared before the revised plan
of reorganization can be implemented include, among other matters,
obtaining bankruptcy court approval of plan funding commitments
associated with the revised plan of reorganization, obtaining
union ratification of modified contracts consistent with agreed-
upon term sheets, modifying the plan of reorganization and
disclosure statement to reflect new financing and labor terms as
well as other pertinent changes, obtaining a bankruptcy court
ruling that the disclosure statement contains sufficient
information, making the disclosure statement and plan of
reorganization available to all parties, soliciting votes for the
plan of reorganization, obtaining confirmation of the plan of
reorganization and satisfying the conditions set forth in the plan
of reorganization to emerge from bankruptcy.  There can be no
assurance that these and all other conditions to the plan funding
commitments will be satisfied on a timely basis.

Under the terms of the revised plan of reorganization contemplated
by the new plan funding commitments, holders of general unsecured
claims and holders of the existing common stock of IBC would have
their respective rights cancelled, and would receive no
distribution.

Along with other commitments, IBC's secured lenders that have been
providing debtor-in-possession financing to IBC have agreed to
extend their DIP financing arrangement until Feb. 9, 2009 and
provide up to approximately $329 million in aggregate financing to
provide IBC with operating capital during the process of
implementing the revised plan of reorganization.  The bankruptcy
court approved this amended DIP financing at a court hearing on
Sept. 12, 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; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


IVOICE INC: Earns $1,553,580 in 2008 Second Quarter
---------------------------------------------------
iVoice Inc. reported net income of $1,553,580 on sales of $40,968
for the second quarter ended June 30, 2008, compared with a net
loss of $966,838 on sales of $597,826 in the corresponding period
of 2007.

Sales in 2008 include $12,305 of maintenance revenues of
iVoice Technology and $28,663 of administrative services
agreements.  Sales in 2007 include $560,000 of consulting revenues
earned on the Deep Field agreement and revenues from the
administrative services agreements of $37,826.

Net income from continuing operations for the three months ending
June 30, 2008, was $1,548,422.  The net loss from continuing
operations for the three months ending June 30, 2007, was
$721,642.  The increase in net income of $2,270,064 was
primarily due to the increased gain on revaluation of derivatives  
and reduced amortization of the discount on debt offset by lower
sales, increased operating expenses and increased interest
expenses.

Net loss from discontinued operations for the three months ended
June 30, 2007, was $245,196.  

At June 30, 2008, the company's consolidated balance sheet showed
$12,029,380 in total assets, $10,076,855 in total liabilities, and
$1,952,525 in total stockholders' equity.

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?31f7

                       Going Concern Doubt

The dompany has incurred substantial accumulated deficits, has an
obligation to deliver an indeterminable amount of common stock due
on derivative liabilities and has completed the process of
spinning out its five operating subsidiaries.  These issues raise
doubt about the company's ability to continue as a going concern.

                        About iVoice Inc.

Based in Matawan, N.J., iVoice Inc. (OTC BB: IVOI) --
http://www.ivoice.com/ -- does not have significant operations.  
It intends to merge with an operating entity.  Previously, the
company developed and marketed over the counter non-prescription
healthcare products.  

The company has formed or acquired a variety of subsidiaries which
have then been spun off to shareholders via special dividends;
spin offs have included Trey Resources, iVoice Technology, Deep
Field Technology, and SpeechSwitch.  iVoice's long term plan,
however, revolves around development and licensing of proprietary
speech enabled technologies and applications that it holds patents
for.


JOHN MAURER JR.: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: John Albert Maurer, Jr.
        5 Edgewater Court
        Erial, NJ 08081

Bankruptcy Case No.: 08-27162

Chapter 11 Petition Date: September 9, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: Warren S. Wolf, Esq.
                  wwolf@curetoncaplan.com
                  Cureton Caplan, P.C.
                  3000 Midlantic Dr., Ste. 200
                  Mt. Laurel, NJ 08054
                  Tel: (856) 824-1001
                  Fax: (856) 824-1008
                  http://www.curetoncaplan.com/

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

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

A copy of John Albert Maurer, Jr.'s petition is available for free
at http://bankrupt.com/misc/njb08-27162.pdf


LANDSOURCE COMMUNITIES: Wants to Extend Lease Rejection Period
--------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, LandSource
Communities Development LLC, and its debtor-affiliates must assume
or reject their Leases by the earlier of (a) 120 days after the
Petition Date, which is October 6, 2008, and (b) the date of entry
of an order confirming a chapter 11 plan.

If the Debtors fail to make an election, the leases will be
"deemed rejected."

Section 365(d)(4), however, provides that, upon a motion of the
Debtors or lessor for cause, the Court may extend, prior to the
expiration of the 120-day period, the time to assume or reject
unexpired non-residential leases for 90 days.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to extend the time period within which they
may assume or reject leases to the earlier of (a) the effective
date of an order confirming a chapter 11 plan and (ii) January 4,
2009, with respect to these landlords:

   (1) Isles at Bayshore Master Association, Inc.,
   (2) Gold Coast West, LLC, and
   (3) LNR NewHall Building, LLC

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that although the Debtors do not
have many leases, given the status of the Leases and the
uncertainty whether certain of the Debtors' properties will be
sold, it is premature to force the Debtors to make a decision
whether to assume or reject the Leases.  

"As such, absent of the requested relief, the Leases are subject
to premature forfeiture pursuant to Section 365(d)(4) of the
Bankruptcy Code."

Mr. Collins avers that the extension requested will allow the
Debtors to make prudent business decisions regarding their future
needs for the leased premises.

Further, because the Debtors are current, and intend to remain
current, on their postpetition obligations under their Leases,
the requested extension will not prejudice the lessors.

                    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. 12;
http://bankrupt.com/newsstand/or 215/945-7000).  


LBREP/L MCSWEENY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: LBREP/L-SunCal McSweeny Farms LLC
                2392 Morse Ave .
                Irvine, CA 92614

Case Number: 08-15639

Involuntary Petition Date: September 11, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Daniel H. Reiss, Esq.
                      dhr@lnbrb.com
                      10250 Constellation Blvd. Ste. 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: (310) 229-1244
        
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gramercy Warehouse             Claims                  $15,000
Funding I LLC
420 Lexington Ave
New York, NY 10170

Pacific Soils Engineering Inc. Contract                $81,970
Darren Burge, Esq.
30423 Canwood St. Ste. 208
Agoura Hills, CA 91301

Southwestern Equipment LLC     Contract               $134,000
John M Turner Esq.
550 West C St. Ste. 1150
San Diego, CA 92101


LBREP/L MCALLISTER: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: LBREP/L-SunCal McAllister Ranch LLC
                2392 Morse Ave.
                Irvine, CA 92614

Case Number: 08-15637

Involuntary Petition Date: September 11, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Daniel H Reiss, Esq.
                      dhr@lnbrb.com
                      10250 Constellation Blvd. Ste. 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: (310) 229-1244
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gramercy Warehouse             Claim                   $15,000
Funding I LLC
420 Lexington Ave.
New York, NY 10170

John D. Scripter               Contract               $811,120
dba Mason Plus
Law Office of Steven Gibbs, Esq
4540 California Ave Ste. 330
Bakersfield, CA 93309

Klassen Corporation             Contract            $1,300,000
Attn: Daniel Clifford, Esq.
1430 Truxton Ave Ste. 900
Bakerfield, CA 93301


LBREP/L SUMMERWIND: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: LBREP/L-SunCal Summerwind Ranch LLC
                2392 Morse Ave.
                Irvine, CA 92614

Case Number: 08-15640

Involuntary Petition Date: September 11, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Petitioner's Counsel: Daniel H. Reiss, Esq.
                      dhr@lnbrb.com
                      10250 Constellation Blvd. Ste. 1700
                      Los Angeles, CA 90067
                      Tel: (310) 229-1234
                      Fax: (310) 229-1244
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gramercy Warehouse             Claims                $15,000
Funding I LLC
420 Lexington Ave.
New York, NY 10170

Pacific Soils Engineering Inc. Contract             $157,394
Attn: Darren Burge, Esq.
30423 Canwood St. Ste. 208
Agoura Hills, CA 91301

Pacific Advanced Civil         Contract              $38,930
Engineering Inc.
17520 Newhope St. Ste. 200
Fountain Valley, CA 92708


LB-UBS COMM: S&P Cuts 'B-' Rating on Class S Certs. to 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
S commercial mortgage pass-through certificate from LB-UBS
Commercial Mortgage Trust 2006-C6.  Concurrently, S&P raised its
ratings on eight nonpooled certificates and affirmed its ratings
on 24 pooled and seven nonpooled certificates from the
same series.

The downgrade of the class S pooled certificate reflects credit
concerns with six of the 18 loans in the pool that have reported
debt service coverage (DSC) below 1.0x.  The raised and affirmed
ratings on the raked (nonpooled) certificate classes reflect our
analysis of the credit characteristics of 13 participated loans,
which are the sole source of cash flow for the "JRP" certificates.

The affirmed ratings on the pooled certificates reflect credit
enhancement levels that provide adequate support through various
stress scenarios.

There are 18 loans ($272.2 million) in the pool that have a
reported low DSC, and six ($68.6 million) of the 18 loans are
credit concerns.  The 18 loans are secured by a variety of
property types with an average balance of $15.1 million and have
experienced a weighted average decline in DSC of 35% since
issuance.  The six loans that are credit concerns are secured by
various property types and have experienced a combination of
declining occupancy and higher operating expenses.  The remaining
loans have significant debt service reserves or are in various
stages of lease-up or renovation, and we expect the net cash flow
available for debt service to improve in the future.  In
addition, there is one loan ($6.0 million) that is a credit
concern and will have a DSC below 0.9x when its initial interest-
only period ends in 11 months.  The loan is secured by a retail
property and a new lease has been signed.  The increase in rental
income will raise the DSC above 1.0x.

The Tel Huron loan is the only asset with the special servicer,
LNR Partners Inc. (LNR).  The loan ($7.4 million, 0.2%) is current
and is secured by the fee interest in a 72,030-sq.-ft. retail
property in Pontiac, Mich.  The loan was transferred to LNR on
Nov. 28, 2007, due to the borrower's request for debt relief after
the largest tenant vacated the property.  The borrower
has kept the loan current, and the property is currently 71%
occupied.  Standard & Poor's expects a minimal loss, if any, upon
the liquidation of the asset.

As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 204 loans with an aggregate trust balance of $3.11
billion, compared with the same number of loans totaling $3.12
billion at issuance.  The master servicer, Wachovia Bank N.A.
(Wachovia), reported financial information for 97% of the pool,
all of which was full-year 2007 data.  Standard & Poor's
calculated a weighted average DSC of 1.41x for the pool, down from
1.45x at issuance.  The trust has experienced no losses to date.

The top 10 loans have an aggregate outstanding balance of $1.64
billion (53%) and a weighted average DSC of 1.54x, down from 1.56x
at issuance.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures.  One property was characterized as
"excellent," and the remaining properties were characterized as
"good."

The credit characteristics of the following loans are consistent
with those of investment-grade obligations: 1211 Avenue of the
Americas, Greenbrier Mall, Park Square Building, Sheraton Sand Key
Hotel, Naples Walk I, II, and III, 1155 Avenue of the Americas,
Lakewood Ranch Shopping Center, Country Club Safeway, Mango Plaza,
Mission Plaza Shopping Center Yankee Candle Flagship
Store, Walgreens -- Wake Forest, Stor-All/Weston Ill., Walgreens
-- Daphne, Fairfax II, CVS -- Waynesboro -- Pa., Stor--All/Oviedo,
and Stor--All/Landmark.  Standard & Poor's adjusted values for
these loans are comparable to its valuations at issuance. The
credit characteristics of the 125 High Street and Westfield
Chesterfield loans are not consistent with those of investment-
grade obligations.

Details of these two loans are as follows:

-- 125 High Street is the second-largest loan in the pool and
    has a balance of $340.0 million (11%).  In addition, the  
    borrower's equity interests are secured by mezzanine debt
    totaling $189.0 million.  The interest-only loan
    is secured by the fee interest in a 1,475,686-sq.-ft. office   
    property in Boston.  For the year ended Dec. 31, 2007, DSC was   
    1.77x, and as of June 30, 2008, occupancy was 86%.  Standard &
    Poor's adjusted valuation is down 13% from its level at
    issuance, reflecting higher operating expenses and lower
    occupancy than the projected level at issuance.

-- Westfield Chesterfield is the fourth-largest loan in the pool
    and has a balance of $140.0 million (5%).  The interest-only
    loan is secured by the fee interest in 641,800 sq. ft. of a
    1,301,836-sq.-ft. regional mall in Chesterfield, Mo.  For the
    year ended Dec. 31, 2007, DSC was 1.78x, and as of June 30,
    2008, occupancy was 94%. Westfield Group (not rated) sold the
    mall to CBL & Associates Properties Inc. (not rated) in   
    October 2007, and CBL now manages the property.  Standard &
    Poor's adjusted valuation is down 13% from its level at
    issuance, reflecting higher operating expenses and lower
    reimbursement income than the projected levels at issuance.

Wachovia reported a watchlist of 31 loans ($323.0 million, 10%).  
The LeCraw Portfolio loans ($73.8 million, 2%) are the largest
exposure on the watchlist and the ninth-largest exposure in the
pool.  The exposure consists of three cross-collateralized and
cross-defaulted loans secured by five multifamily properties in
suburban Atlanta, Ga., totaling 2,079 units.  The loans appear on
the watchlist because the portfolio reported a DSC of 0.66x on
an interest-only basis for the year ended Dec. 31, 2007. In 2007,
some of the units at all of the properties were offline due to
renovation work.  As of June 30, 2008, occupancy at the properties
had increased significantly.

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

Rating lowered (pooled)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates series 2006-C6

           Rating
Class    To      From   Credit enhancement (%)
-----    --      ----   ----------------------
S        CCC+    B-                       0.88
    
RATINGS RAISED (NONPOOLED)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates series 2006-C6
           Rating
Class    To         From
-----    --         ----    
JRP-2    AAA        AA+
JRP-3    AA+        AA
JRP-4    AA         AA-
JRP-5    AA-        A+
JRP-6    A+         A
JRP-7    A          A-
JRP-8    A-         BBB+
JRP-9    BBB+       BBB

Ratings affirmed (nonpooled)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates series 2006-C6
  
Class     Rating
-----     ------            
JRP-10    BBB-
JRP-11    BB+
JRP-12    BB
JRP-13    BB-
JRP-14    B+
JRP-15    B
JRP-16    B-

Ratings affirmed (pooled)

LB-UBS Commercial Mortgage Trust 2006-C6
Commercial mortgage pass-through certificates series 2006-C6
  
Class    Rating            Credit enhancement (%)
-----    ------            ----------------------
A-1      AAA                                30.14
A-1A     AAA                                30.14
A-2      AAA                                30.14
A-3      AAA                                30.14
A-4      AAA                                30.14
A-AB     AAA                                30.14
A-M      AAA                                20.09
A-J      AAA                                12.56
B        AA+                                11.68
C        AA                                 10.05
D        AA-                                 9.04
E        A+                                  8.54
F        A                                   7.28
G        A-                                  6.40
H        BBB+                                5.40
J        BBB                                 4.27
K        BBB-                                2.51
L        BB+                                 2.26
M        BB                                  1.88
N        BB-                                 1.63
P        B+                                  1.38
Q        B                                   1.26
XCP      AAA                                  N/A
XCL      AAA                                  N/A

N/A-Not applicable.    


LEHMAN BROTHERS: Liquidation Near After Sale Talks End, WSJ Says
----------------------------------------------------------------
Lehman Brothers Holdings Inc. faces the prospect of liquidation,
The Wall Street Journal's Carrick Mollenkamp, Susanne Craig and
Serena Ng report.

The U.S. government has refused to provide financial support that
would have eased out a sale of Lehman.  As a result, Barclays PLC
and Bank of America Corp. decided to back out of a potential deal
on Sunday.  

"Lehman was working on a possible bankruptcy filing," WSJ reports
today.  It hired the New York law firm Weil Gotshal & Manges LLP
as adviser on a potential bankruptcy filing, the Wall Street
Journal reported, without saying where it got the information.

When Barclays and BofA dropped sale talks on Sunday, brokerage
firms, hedge funds and other traders immediately made calls to cut
unwind outstanding contracts with Lehman and to gauge their
overall exposure, according to the report.  Traders moved to get
out of over-the-counter contracts with Lehman and the New York
Stock Exchange prepared contingency plans over the weekend to
reassign the approximately 200 blue-chip stocks that Lehman's
specialist unit trades, according to WSJ, citing people familiar
with the matter.

WSJ quotes Carlos Mendez, senior managing director of ICP Capital,
a boutique investment firm in New York, saying: "Monday will be a
day of reckoning for the financial markets."

Many Wall Street firms are expecting an orderly wind down of  
Lehman's assets, which means a quick sale of Lehman's real estate,
securities and other investments, WSJ reports.  

The uncertainty at Lehman puts the future of about 25,000
employees at the company in jeopardy.

Developments at Lehman have sent Merrill Lynch & Co. and American
International Group Inc. to make efforts to reassure the market of
their financial positions.  Separate reports about Merrill Lynch
and AIG are in today's Troubled Company Reporter.

Lehman recently unveiled preliminary results, reporting a worst
quarterly net loss of approximately $3.9 billion as devalued real
estate assets led to $5.6 billion of writedowns in the third
quarter.  It also announced it is selling a majority stake --
estimated to be approximately 55% -- in a subset of its Investment
Management Division and spinning off to its shareholders
$25 billion to $30 billion of its commercial real estate portfolio
into a separate publicly-traded company, Real Estate Investments
Global, in the first quarter of 2009.  

                       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.

Lehman's most recent preliminary and unaudited financial results  
showed that it has total assets of $600.00 billion, and total
stockholders' equity of $28.44 billion as of Aug. 31, 2008.  Total
assets as of May 31, 2008 was $639.43 billion, total stockholders'
equity was $26.27 billion, and total liabilities was
$613.15 billion.


LEHMAN BROTHERS: ISDA Confirms Net Trading Session Sunday
---------------------------------------------------------
The International Swaps and Derivatives Association on Sunday
confirmed a netting trading session would take place between 2
p.m. and 4 p.m. New York time for OTC derivatives.  Product
classes involved are credit, equity, rates, FX and commodity
derivatives.

"The purpose of this session is to reduce risk associated with a
potential Lehman Brothers Holding Inc. bankruptcy filing.  Trades
are contingent on a bankruptcy filing at or before 11:59 pm New
York time, Sunday, September 14, 2008.  If there is no filing, the
trades cease to exist.  These trades are subject to a protocol
which is being distributed by ISDA (International Swaps and
Derivatives Association). Traders should execute the protocol and
return to ISDA," ISDA said in a statement.


MAGNOLIA CAR WASH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Magnolia Car Wash LLC
        P.O. Box 1506
        Colton, CA 92324

Bankruptcy Case No.: 08-21886

Related Information: Terry L. Whaley, member, filed the petition
                     on the Debtor's behalf.

Chapter 11 Petition Date: September 5, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Michael G. York, Esq.
                  1301 Dove Street Suite 1000
                  Newport Beach, CA 92660
                  Tel: (949) 833-8848

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.


MAJESKY AUTOMOTIVE: Wants Fifth Third Bank Approved as Buyer
------------------------------------------------------------
Majesky Automotive Group, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Illinois to approve the sale of its
Matteson Imports car dealership to Fifth Third Bank, Mike Nolan of
SouthtownStar reports citing court documents.

At an auction of the dealership's assets in late August, Fifth
Third made a "credit bid" of $1.85 million for the business, says
Mr. Nolan.

Fifth Third provided floor plan financing to the dealership --
loaning money so it could buy new vehicles from manufacturers, Mr.
Nolan said.  The bank is owed about $4.3 million, Mr. Nolan
reported citing court documents.

Matteson, Illinois-based Majesky Automotive Group, Inc. operates a
car dealership business.  The Company filed for Chapter 11
bankruptcy protection with the United States Bankruptcy Court for
the Northern District of Illinois (Case No. 08-11580) on May 7,
2008.  Abraham Brustein, Esq., at Dimonte & Lizak, LLC, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for bankruptcy, it listed less than $50,000 in estimated assets
and between $1,000,000 and $10,000,000 in estimated debts.


MDWERKS INC: Posts $4,124,154 Net Loss in 2008 Second Quarter
-------------------------------------------------------------
MDWerks Inc. reported a net loss of $4,124,154 on total revenue of
$262,249 for the second quarter ended June 30, 2008, compared with
a net loss of $2,605,134 on total revenue of $132,775 in the same
period of 2007.

The company recorded compensation expense of $2,408,892 during the
three months ended June 30, 2008, as compared to $1,426,431 for
the three months ended June 30, 2007.  

For the three months ended June 30, 2008, interest expense was
$1,898,320 as compared to $508,638 for the three months ended
June 30, 2007, an increase of $1,389,682.  This increase was due
to an increase in borrowings and amortization of debt discount and
deferred fees in connection with the company's notes payable.

At June 30, 2008, the company's consolidated balance sheet showed
$7,535,252 in total assets, $4,081,502 in total liabilities, and
$3,453,750 in total stockholders' equity.

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?31f4

                       Going Concern Doubt

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

Revenues have not been significant enough to support the company's
daily operations.  Management may need to raise additional funds
by way of a public or private offering and make strategic
acquisitions.

                        About Mdwerks Inc.

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


MERCURY COS: Court Allows Payment of Workers' Back Wages
--------------------------------------------------------
Renee McGaw at Denver Business Journal reports that Judge Michael
E. Romero of the U.S. Bankruptcy Court for the District of
Colorado gave Mercury Companies Inc. permission to pay its
remaining 12 employees $20,000 in wages earned before the company
filed for Chapter 11 bankruptcy on Aug. 28.

According to Denver Business, Leo Weiss, Esq., an attorney for the
federal trustee, told the Court that former workers of shuttered
Mercury subsidiaries in other states had been calling to complain
that they hadn't been paid.

Mercury is currently operating with a skeleton staff of employees
who are needed to help liquidate its remaining assets, Denver
Business relates, citing an attorney for Mercury.  Mercury said
that its chief executive officer, Jerrold Hauptman, and president,
Patricia Hauptman, don't receive salaries and currently work on a
part-time basis, the reoprt states.  

Denver Business relates that Mecury had shut down operations in
three states and sold most of its Colorado subsidiaries.  Denver
Business states that the attorney said that Mercury has
unencumbered assets of over $10 million, which according to a
brief filed the company included $5 million received from the sale
of Mercury's Colorado title company operations to Fidelity
National Title Insurance Co. of Jacksonville, Florida, in August.

Mercury, says Denver Business, has one remaining operating
subsidiary, Remington Homes, which owns some undeveloped land and
a corporate jet.  Denver Business states that Remington Homes'
other assets consist of litigation claims.  Remington Homes faces
unsecured creditor claims including $17 million stemming from a
contractual dispute with First American Corp. of Santa Ana and
$10 million to settle a class action, Denver Business relates.

Creditors will have an organizational meeting on Sept. 11, Denver
Business reports.

Denver, Colorado-based Mercury Companies Inc. is a holding company
for several real estate services firms involved in title services,
escrow services, real estate services, mortgage services, and
settlement services.  It is the corporate parent of the former
Alliance Title and Financial Title companies, which had operations
in Northern California.

The company filed for Chapter 11 protection on Aug. 28, 2008,
(Bankr. D. Colo. Case No. 08-23125).  Daniel J. Garfield, Esq.,
and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, represent the Debtors.  Mercury reported assets of
$50 million to $100 million and debts of $50 million to
$100 million when it filed for Chapter 11.


MERRILL LYNCH: To Be Acquired by Bank of America for $44 Billion
----------------------------------------------------------------
Bank of America Corp. will acquire Merrill Lynch & Co. for roughly
$44 billion -- or $29 a share -- Matthew Karnitschnig, Carrick
Mollenkamp, and Dan Fitzpatrick at the Wall Street Journal report.

The boards of Merrill and BofA approved the deal on Sunday, WSJ
says, citing people familiar with the matter.  WSJ relates that
the agreed price for Merrill is about two-thirds of its value last
year and half its all-time peak value of early 2007.  

WSJ relates that Merrill, to protect itself from the financial
crisis that started in 2007, raised large amounts of capital,
purged itself of toxic assets, and sold big equity stakes like its
holding in Bloomberg.  Merrill's decision to sell itself
emphasizes the severity of crisis, WSJ observes.

According to WSJ, Merrill has had tens of billions of dollars
worth of risky, illiquid assets carried on balance sheets that
were leveraged at a debt-to-equity ratio of more than 20 to one in
the past 15 months.  WSJ states that when the crisis started, the
assets kept deteriorating in value and couldn't easily be sold,
eating into the firm's capital cushion.  Merrill's balance sheet
topped $900 billion recently, the report adds.

When Stan O'Neal was ousted as Merrill's CEO in October 2007, John
Thain, his successor, tried to repair the firm's balance sheet by
arranging an infusion of more than $6 billion in capital starting
December 2007 by investors led by Singapore government investment
fund, Temasek Holdings, WSJ states.  Merrill kept losing this
year, forcing Mr. Thain to sell in July more than $30 billion in
collateralized debt obligations at a price of just 22 cents on the
dollar, which then required the firm to raise more capital under
painful terms that re-priced some of the December stock sales at
about 50% of the original price, according to the report.

WSJ reports that the news of the Bank of America negotiations
breaking on Sunday made it difficult for Merrill and Mr. Thain to
rebuff a deal.  WSJ relates that Merrill's shares were expected to
fall even further amid widespread worries about independent
broker-dealers if the deal with BofA collapses.  The report says
that after falling sharply in the wake of Lehman's looming demise,
Merrill shares traded at $17.05 each on Friday.

Analyst Nancy Bush at NAB Research LLC in Annandale, New Jersey
expects federal regulators to approve the deal, relaxing deposit
limits for bank-holding companies, WSJ relaets.

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth    
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).  GMI provides service global
markets and origination products and services to corporate,
institutional, and government clients around the world.  GWM
creates and distributes investment products and services for
individuals, small- and mid-size businesses, and employee benefit
plans.


MIDLAND FOOD: Declares $34.6 Million in Liabilities
---------------------------------------------------
Midland Food Services LLC submitted to the U.S. Bankruptcy Court
for the District of Delaware (Wilmington) its schedules of assets
and liabilities, disclosing property worth $5.8 million and
liabilities worth $34.6 million, William Rochelle of Bloomberg
News relates.  The Debtor listed $27.4 million in secured claims,
Mr. Rochelle notes.

                         About Midland Food

Independence, Ohio-based Midland Food Services, L.L.C. is a Pizza
Hut franchisee.  Midland Food filed for Chapter 11 bankruptcy
petition before the United States Bankruptcy Court for the
District of Delaware on August 6, 2008 (Bankr. D. Del. 08-11802).  
Tara L. Lattomus, Esq., at Eckert Seamans Cherin & Melot, L.L.C.,
represented the Debtor in their restructuring efforts.

The Debtor filed a Chapter 11 protection back in October 2000. It
emerged from bankruptcy one year later on Aug. 7, 2001.


NATIONAL DATA: June 30 Balance Sheet Upside-Down by $936,375
------------------------------------------------------------
National Datacomputer Inc.'s balance sheet at June 30, 2008,
showed $1,308,267 in total assets and $2,244,642 in total
liabilities, resulting in a $936,375 stockholders' deficit.

At June 30, 2008, the company's balance sheet also showed strained
liquidity with $1,248,781 in total current assets available to pay
$2,229,178 in total current liabilities.

The company reported net income of $10,407 on total revenues of
$1,064,975 for the second quarter ended June 30, 2008, compared
with a net loss of $64,913 on total revenues of $515,657 in the
corresponding period of 2007.

Total product revenues increased 196% to $847,631 for the three
months ended June 30, 2008, from $286,325 for the comparable prior
period.  The increase mainly reflects higher sales of the
company's new route software product, RRLE.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2008, are available for free at:

               http://researcharchives.com/t/s?31f5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Westborough, Mass.-based Carlin, Charron & Rosen LLP expressed
substantial doubt about National Datacomputer Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring operating losses
and accumulated deficit.

The company said it may have to implement further cost saving
actions or attempt to obtain additional financing, in order to
meet anticipated cash flow requirements.

                   About National Datacomputer

Based in Billerica, Mass., National Datacomputer Inc., (OTC BB:
IDCP) -- http://www.ndcomputer.com/-- engages in the design,   
marketing, sale, and service of computerized systems used to
automate the collection, processing, and communication of
information related to product sales and inventory control.  The
company sells and distributes its products in the United States
through a direct sales force to office coffee service, beverage
distribution, bakery, snacks, and dairy markets.


NATIONAL DRY CLEANERS: Sale Hearing Slated for September 19
-----------------------------------------------------------
National Dry Cleaners Inc. will appear before the U.S. Bankruptcy
Court for the District of Delaware (Wilmington) on Sept. 19, 2008,
for a hearing on the sale of its stores to three buyers for an
aggregate amount of $3.9 million, William Rochelle of Bloomberg
News says.  An auction was held on Sept. 9, 2008.

As reported by the Troubled Company Reporter on Aug. 29, 2008,
the Court authorized National Dry Cleaners to sell 28 stores
around Kansas City, Missouri, for about $3 million.   The sales of
other locations are ongoing under a court-approved process in late
July 2008.

                        About National Dry

Headquartered in Phoenix, Arizona, National Dry Cleaners Inc. --
http://www.alphillips.com/and http://www.pridecleaners.com/--
aka Delia's Cleaners Inc. operates more than 300 dry cleaning
stores across the nation.  The enterprise employs more than 1,500
people.  As of June 30, 2008, NDCI operated 231 dry cleaning
stores and 6 central dry cleaning and laundry plants in nine
states.  Of the dry cleaning stores, 164 are drop stores, meaning
that the stores do not have dry cleaning or laundry equipment on
site, and 67 dry cleaning stores have the necessary equipment to
perform dry cleaning and laundry services on-site.  National
operates under the names Tuchman Cleaners, DryClean USA, Pride
Cleaners, and Al Phillips the Cleaner.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393).  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims, notice and balloting agent.  The Debtors listed
assets of $10 million to $50 million and debts of $10 million to
$50 million at its bankruptcy filing.


NELLSON NUTRACEUTICAL: Court Confirms Chapter 11 Liquidation Plan
-----------------------------------------------------------------
The Hon. Christopher Sontchi of the United States Bankruptcy
Court for the District of Tennessee confirmed a Chapter 11 plan of
liquidation filed by Nellson Nutraceutical Inc. and its debtor-
affiliates on July 25, 2008.  Judge Sontchi held that the Debtor's
plan and each of its provision satisfied Section 1129 of the
United States Bankruptcy Code.

                       Funding for the Plan

As reported in the Troubled Company Reporter on June 27, 2008, the
current assets of the Debtors' estates consist primarily of:

   a. cash in the amount of $22,336,850 as of June 1, 2008;

   b. a patent infringement action styled Nellson Northern
      Operating Inc. and Nellson Nutraceutical Inc. v. Elan
      Nutrition LLC, et al., pending in the U.S. District Court
      for the District of Vermont; and

   c. potential litigation and settlement recoveries from
      avoidance claims against third parties that received
      payments from the Debtors during the 90-days prior to the
      bankruptcy filing.

The Debtors' obligations under the plan and the fees and expenses
of the liquidating Debtors will be funded out of existing cash in
the estates.  Specifically, the sum of $500,000 will be set aside
out of the Debtors' existing cash to fund plan expenses and their
wind-down efforts.  Unused cash set aside to fund the plan and
wind-down will be distributed to the first lien lenders as first
lien distributable assets.  Additional cash proceeds that may be
realized by the liquidating Debtors after the effective date will
be distributed to the first lien lenders as first lien
distributable assets.

                        The Elan Litigation

The Elan Litigation was filed by a predecessor company on or about
Nov. 13, 2002.  The Nellson plaintiffs joined the suit after
acquisition of the predecessor company.  The case has been
assigned to Chief Judge William Sessions and will be tried by a
jury.

The case is an infringement of two patents issued in 2001 and 2004
that cover high protein nutritional bars.  The technical expert of
the Nellson plaintiffs has identified more than 150 types of bars
manufactured by Elan Nutrition Inc. of Grand Rapids, Michigan that
infringe the patents-in-suit.

The Nellson plaintiffs' damages expert has opined that they have
lost profits of more than $19,800,000 as a result of the
infringement.  The damages period runs from Oct. 9, 2001 to Oct.
3, 2007, when the patents-in-suit were assigned to a purchaser.

Elan denies the infringement and contends that the patents-in-suit
are invalid.

On Jan. 17, 2008, Elan filed a motion to dismiss or alternatively
summary judgment arguing that after the assignment of the
patents-in-suit to the purchaser, the current Nellson plaintiffs
lack standing to continue to prosecute the case without the
purchaser joining the case.  The motion has been fully briefed and
is awaiting oral judgment.

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

                 Treatment of Interests and Claims

               Type                        Estimated    Estimated
  Class        of Claims       Treatment   Amount       Recovery
  -----        ---------       ---------   ---------    ---------
  unclassified administrative              $1,718,00    100%
                claims

  unclassified superpriority               $100,000,000 N/A
                claims

  unclassified tax claims                  $30,300      100%

  1            priority        unimpaired  $0           100%
                non-tax claims

  2            other secured   unimpaired  $0           100%
                claims

  3            first lien      impaired    $255,000,000 48.6%
                lender claims

  4            second lien     impaired    $75,000,000  2.7%
                lenders claim

  5            general         impaired    $0           0%
                unsecured
                claims

  6            subordinated    impaired    $0           0%
                debt claims

  7            interests       impaired    $0           0%

The Debtors proposed Sept. 15, 2008, as the effective date of the
plan.

Estimated recovery for first lien lender claims is 48.6%,
inclusive of prior distribution.  Holders of Class 3 First lien
lenders previously received distributions in the form of either
cash or credit in connection with a successful bid to acquire the
Debtors' operating assets, equivalent to a distribution of about
$41.6% on account of the $255,000,000 principal amount owed.  
Under the plan, the Debtors project that the first lien lenders
will receive an additional 6.0% on account of their claims or
about $17,800,000 in cash.  Further recoveries are possible
depending on the outcome of an Elan Litigation.  Holders of Class
4 Second lien lenders will receive $2,000,000 in cash under the
plan, which is equivalent to about 2.7% of the $75,000,000
principal amount owed as of the bankruptcy filing.

Holders of Class 6 subordinated debt claims and interests in the
Debtors will not receive anything under the plan.  Holders of
general unsecured claims are released of any potential avoidance
clams but receive no other distributions under the plan.

A full-text copy of the Debtor's plan of liquidation is available
for free at http://ResearchArchives.com/t/s?31fd

A full-text copy of the Debtor's disclosure statement is available
for free at http://ResearchArchives.com/t/s?31fc

                    About Nellson Nutraceutical

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., aka Nellson Candies, Inc., formulates, makes and sells bars
and powders for the nutrition supplement industry.  The Debtor and
its affiliates filed for chapter 11 protection on Jan. 28, 2006
(Bankr. D. Del. Case No. 06-10072).  Laura Davis Jones, Esq.,
Rachel Lowy Werkheiser, Esq., Richard M. Pachulski, Esq., Brad R.
Godshall, Esq., and Maxim B. Litvak, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C. represent the Debtors in
their restructuring efforts.  AlixPartners LLC is the Debtors'
noticing, claims and balloting agent.  The U.S. Trustee for Region
3 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F.
Gwynne, Esq., and Thomas Joseph Francella, Jr., Esq., at Reed
Smith LLP represent the Committee in these cases.  The Debtors'
schedules show $312,334,898 in assets and $345,227,725 in debts.


NEW YORK RACING: Court Approves Settlement Deal with State
----------------------------------------------------------
New York Racing Association, Inc., obtained from the Hon. James
Peck of the U.S. Bankruptcy Court for the Southern District of New
York approval on its settlement with New York State.  The Debtor
has argued that if it fails to emerge from bankruptcy by Sept. 15,
it will have to pay $4.0 million to the Pension Benefit Guaranty
Corp.

As reported by the Troubled Company Reporter on Sept. 12, 2008,
NYRA's plan to reorganize, approved by the Court April 28, cannot
be implemented without the Court's approval of the settlement.  

Under the Chapter 11 reorganization, New York State agreed to
provide NYRA with $105 million, the repayment of which will come
from revenue from video-lottery terminals at the tracks.  Of the
said amount, $75 million will cover NYRA's bankruptcy claims and
$30 million will go toward operating costs.

As disclosed in the Troubled Company Reporter on Aug. 14, 2008,
NYRA had pushed back its exit from Chapter 11 bankruptcy to
Sept. 2, 2008, as it seeks for a video-lottery operator for its
Aqueduct track.  NYRA was expected to emerge on June 30, 2008, but
it postponed its emergence until July 31, 2008, while it made
improvements to the approved franchise that permits NYRA to
operate horse races for 25 years.

                     About The New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors.  Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed assets of
$153 million and debts of $310 million.


NORTHLAKE CDO: Fitch Cuts Ratings on Four Notes; Removes Watch
--------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
four classes of notes issued by Northlake CDO I, Limited.  These  
rating actions are effective immediately:

  -- $119,261,766 class I-MM notes to 'BBB/F2' from 'A/F1';
  -- $49,798,697 class I-A notes to 'CCC' from 'BB+';
  -- $45,000,000 class II notes to 'CC' from 'B-';
  -- $13,040,124 class III notes to 'C' from 'CC';
  -- $14,000,000 preferred shares remain at 'C/DR6'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio and underlying exposure to subprime residential
mortgage-backed securities.

Northlake CDO I is a structured finance collateralized debt
obligation that closed on Feb. 26, 2003 and is managed by
Deerfield Capital Management LLC.  Presently, 49.7% of the
portfolio consists of U.S subprime RMBS, 22.4% were issued in 2005
or 2006.  The portfolio is also comprised of 23.9% commercial
mortgage backed securities, 10.6% asset backed securities, 5.8%
CDOs, 4.9% Alt-A RMBS, 4.3% prime RMBS, and 0.8% manufactured
housing.

Since the last review in November 2007, approximately 30.3% of the
portfolio has been downgraded with 6.5% of the portfolio currently
on Rating Watch Negative.  Currently, 39.7% of the portfolio is
rated below investment grade, of which 27.1% of the portfolio is
rated 'CCC+' or below.

All overcollateralization ratios are failing their respective
triggers as of the Aug. 30, 2008 trustee report.  As a result, the
class III are not receiving current interest distributions and
principal proceeds are being used to amortize the class I-MM and
I-A notes on a pro rata basis.  The principal of class III is
currently making interest payments in kind, whereby its principal
balance is written up by the amount of interest owed.  The
downgrades to the long-term ratings on the notes are a result of
the credit deterioration experienced to date and reflect Fitch's
view on the prospects for ultimate principal for each of the
notes.

The ratings of the class I-MM, I-A, and II 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 rating
of the class III 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 legal final maturity date.  In addition, the
short-term rating on the class I-MM notes is based on the
availability of support provided to these notes by the put
agreement provided by AIG Financial Products Corp., whose payment
obligations are absolutely and unconditionally guaranteed by
American International Group, Inc. (rated 'AA-' Watch
Negative/'F1+' Watch Negative by Fitch).  The availability of this
put agreement is contingent upon, among other conditions, the
continued fulfillment of interest payments and the ultimate
payment of principal to the class I-MM notes.  The 'F2' rating
indicates a satisfactory capacity for timely payment of these
financial commitments.


NOVASTAR MORTGAGE: Faces Involuntary Chapter 7 Bankruptcy
---------------------------------------------------------
Creditors of Kansas City, Missouri-based mortgage lender NovaStar
Mortgage, Inc., filed an involuntary chapter 7 bankruptcy case
with the U.S. Bankruptcy Court for the District of Delaware
against the company on September 12, 2008, saying they're owed
$81.5 million, Turkish Daily News cites a Bloomberg report.

Taberna Preferred Funding I, Taberna Preferred Funding II and
Kodiak CDO I said the company owes the money on promissory notes,
the report adds.

The Company said in June 2008 that creditors were seeking
immediate payment of $51 million in claims after the company
failed to make a $1.7 million interest payment, and that it might
be forced into bankruptcy, the report indicates.  NovaStar is no
longer originating loans, according to the report.

The reports continues saying that failure to make the interest
payment constituted a default on a loan agreement with Wachovia,
NovaStar said at the time.  The company, which is trying to
survive a cash shortage, had terms waived twice by Wachovia in
December, according to the report.

Wachovia's credit agreement requires the Company to maintain an
undisclosed minimum net worth and $24 million of liquidity, and
the bank may terminate the agreement early if any other breach of
the contract occurs, the reports reports what the Company said in
past regulatory filings.

The Company owed $96 million to Wachovia on Sept. 30, according to
the report.


NOVASTAR MORTGAGE: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Novastar Mortgage, Inc.
                8140 Ward Parkway, Suite 300
                Kansas City, Mo 64114

Case Number: 08-12125

Type of Business: The Debtor is a finance company that originates,
                  purchases, securitizes, sells and invests in
                  loans and mortgage-backed securities.
                  See: http://www.novastarmortgage.com/

Involuntary Petition Date: September 12, 2008

Court: District of Delaware (Delaware)
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Taberna Preferred              promissory note      $26,257,358
Funding I, Ltd.
c/o Taberna Capital
Management, LLC
450 Park Avenue
New York, NY 10022
Petitioning Creditor

Taberna Preferred             promissory note       $26,029,002
Funding II, Ltd.
c/o Taberna Capital
Management, LLC
450 Park Avenue
New York, NY 10022
Petitioning Creditor

Kodiak CDO I, Ltd.
c/o Kodiak Funding
    Company, Inc.
2107 Wilson Blvd., Suite 400  promissory note       $29,471,436
Arlington, VA 22201


PETER HENSCHEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Peter Louis Henschel
        1540 Via Boronada
        Palos Verdes Peninsu, CA 90274

Bankruptcy Case No.: 08-24387

Chapter 11 Petition Date: September 5, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  jhayes@polarisnet.net
                  21800 Oxnard Street Suite 840
                  Woodland Hills, CA 91367
                  Tel: (818) 710-3656
                  Fax: (818) 710-3659

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/CAcb08-24387.pdf


PIERRE FOODS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates delivered to the
United States Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                ------------   ------------
   A. Real Property                $  1,620,000
   B. Personal Property             302,538,594
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $252,726,550
      Secured Claims
   E. Creditors Holding                                924,747
      Unsecured Priority
      Claims
   F. Creditors Holding                            186,557,882
      Unsecured Nonpriority
      Claims
                                   ------------   ------------
      TOTAL                        $304,158,594   $440,209,179

                       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.  The United States Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selected Akin Gump Strauss Hauer & Feld
LLP as its co-counsel.


PORTOLA PACKAGING: Receives First Day Orders from Court
-------------------------------------------------------
Portola Packaging, Inc. received a variety of first day orders
from the U.S. Bankruptcy Court for the District of Delaware that
will allow it to continue managing operations in the ordinary
course.

It has received Court orders authorizing the company to pay
prepetition claims of unsecured creditors in the ordinary course
of business.  In addition, the company received authorization to
utilize the existing cash management system and continue to
support all customer programs.  As a result, under the
restructuring plan, all obligations owed to trade creditors,
suppliers, customers and employees in the ordinary course of
business will be unimpaired and unaffected by the restructuring.

The company secured additional interim financing.  The
restructuring plan provides for payments to providers of goods and
services delivered post-petition in the ordinary course of
business.  

John LaBahn, senior vice president and chief financial officer
stated,  "We are pleased to have received these orders that will
allow us to proceed with our consensual restructuring plan.  We
are ahead of schedule and hope to move through the re-structuring
process quickly and expect to exit before mid-October".

                    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 US$50 million
and US$100 million, and debts of between US$100 million and
US$500 million.  The company has locations in China, Mexico and
Belgium.


QUEBECOR WORLD: Wants Until Jan. 2009 to File Reorganization Plan
-----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates requested from the
U.S. Bankruptcy Court for the Southern District of New York
(Manhattan) a second extension to their exclusive period to file a
reorganization plan, William Rochelle of Bloomberg News says.  The
Debtors want to file a reorganization plan until the end of
January 2009.

The Debtors explained that they need more time to file a plan due
to the complexity of their financial structure, Mr. Rochelle
relates.

The Court, according to Mr. Rochelle, will hear the Debtors'
request on Sept. 18, 2008.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market    
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of    
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of $3,412,100,000, total
liabilities of $4,326,500,000, preferred shares of $62,000,000,
and total shareholders' deficit of $976,400,000.

The Debtors' CCAA stay has been extended to Sept. 30, 2008.


QUIGLEY CO: U.S. Trustee Wants Examiner to Probe Pfizer Pact
------------------------------------------------------------
The United States Trustee argued in a Sept. 4, 2008 filing with
the U.S. Bankruptcy Court for the Southern District of New York
that Quigley Company, Inc., a non-operating unit of Pfizer Inc.,
should not be permitted to reorganize, William Rochelle of
Bloomberg News says.

The U.S. Trustee contended that the Quigley and Pfizer had a
joint-defense agreement that wasn't properly disclosed, Mr.
Rochelle relates.  Hence, the U.S. Trustee demanded that an
examiner be appointed in the case to investigate.

As reported by the Troubled Company Reporter on July 28, 2008, the
Hon. Stuart M. Bernstein adjourned the hearing on the confirmation
of the fourth amended and restated Chapter 11 plan of
reorganization of Quigley to a date yet to be determined.

The hearing was originally scheduled for Sept. 4, 2008.

The postponement of the hearing came after the Court approved
on June 23, 2008, two settlement agreements entered between
the Debtors and certain insurers including Century Indemnity
Company.  According to Bloomberg News, the agreements is expected
put at least $47 million into a trust to pay asbestos personal-
injury claims.  Century Indemnity holds a $455,228 in claims in
the Debtor.

Separately, the Court also extended the terms of the postpetition
financing pursuant to the amended credit and security agreement,
which the Debtor is allowed to obtain up to $20 million in
financing from Pfizer Inc., as lender, and use Pfizer's cash
collateral until Feb. 19, 2009.

                      About Quigley Company

Quigley Company, Inc., a division of Pfizer Inc., sold asbestos-
containing insulation products until the early 1970s.  Quigley
filed for protection under chapter 11 on Sept. 3, 2004 (Bankr.
S.D.N.Y. Case No. 04-15739) in order to implement a proposed
global resolution of all pending and future asbestos-related
personal injury liabilities.

Asbestos victims and Pfizer have been negotiating a settlement
deal which calls for Pfizer to pay $430 million to 80% of existing
plaintiffs.  It will also place an additional $535 million into an
asbestos settlement trust that will compensate future plaintiffs
as well as the remaining 20% of current plaintiffs with claims
against Pfizer and Quigley.  The compensation deal is worth
$965 million all up.  Of that $535 million, $405 million is in a
40-year note from Pfizer, while $100 million will come from
insurance policies.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$155,187,000 in total assets and $141,933,000 in total debts.


RADIO ONE: Moody's Cuts Rating on Sr. Subordinated Notes to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Radio One, Inc.'s corporate
family rating and probability of default rating to B2 from B1.  In
addition, Moody's downgraded the company's senior secured bank
credit facilities to Ba3 from Ba2 and its senior subordinated
notes to Caa1 from B3.  The rating outlook is negative.

The downgrades were prompted principally by on-going weakness in
the company's operating performance and a correspondingly weak
liquidity profile given Moody's expectation that minimal cushion
is expected to be maintained under tightening financial
maintenance covenants as stipulated in the senior secured credit
agreement.  This concludes Moody's review initiated on March 13,
2008.

Moody's has taken these rating actions:

     -- corporate family rating downgraded to B2 from B1,

     -- probability-of-default rating downgraded to B2 from B1,

     -- rating on $500 million secured revolver downgraded to Ba3
        from Ba2 (LGD 2, 24%),

     -- rating on $300 million secured term loan downgraded to Ba3
        from Ba2 (LGD 2, 24%),

     -- rating on $200 million 6 3/8% senior subordinated notes      
        downgraded to Caa1 from B3 (LGD 5, 80%),

     -- rating on $300 million 8 7/8% senior subordinated notes
        downgraded to Caa1 from B3 (LGD 5, 80%),

The rating outlook is negative.

The company's ratings reflect significant financial leverage (as
measured by debt-to-EBITDA of 7.9x for the trailing twelve months
ended June 30, 2008, incorporating Moody's standard adjustments),
continued weak operating performance (partly due to softness in
several of the company's largest markets) and modest free cash
flow generation relative to debt.  In addition, Moody's expects
the company to have minimal cushion under its financial
maintenance covenants governed by its senior secured credit
agreement, yielding a weak liquidity profile over the forward
rating horizon.  Ratings also incorporate the inherent cyclicality
of the advertising business, Moody's belief that radio is a mature
business facing secular pressure and the increasing fragmentation
of advertising spread over a growing number of media.

The ratings are supported by the company's diverse geographic
presence (albeit tempered by a concentration of roughly 50% of
revenues in four markets), complementary properties targeting the
African-American audience and a meaningful proportion of local
advertising revenue.

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that primarily targets African-American and urban
listeners.  The company owns 53 radio stations located in 16 urban
markets in the U.S. Radio One also owns a publishing business,
interests in a cable/satellite network, REACH Media and Community
Connect Inc., an online social networking company.  The company's
2007 revenues were approximately $330 million.


REDMOND 74: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Redmond 74, Inc.
        7525 SE 24th Street, Suite 650
        Mercer Island, WA 98040

Bankruptcy Case No.: 08-15826

Chapter 11 Petition Date: September 10, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Armand J. Kornfeld, Esq.
                  jkornfeld@bskd.com
                  Bush Strout & Kornfeld
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110            

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
R & S Electric                   Contractor              $8,373
P.O. Box 1412                    Services
Marysville, WA 98270

Aero Construction Co             Contractor              $7,882
P.O. Box 295                     Services
Snohomish, WA 98291

Winterbourne Landscaping         Contractor              $2,217
8507 250th Avenue, NE            Services
Redmond, WA 98053


RESIDENTIAL CAPITAL: Moody's Cuts Ratings on Secured Bonds to Ca
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Residential
Capital LLC (ResCap)'s senior secured bonds to Ca from Caa2 and
junior secured bonds to Ca from Caa3.  The ratings of ResCap's
unsecured senior debt and unsecured subordinate debt were
confirmed at Ca and C, respectively.  The outlook is negative.  
The ratings of GMAC LLC (GMAC), ResCap's parent, were not affected
by this action (B3 with a negative outlook).

The secured bonds have second and third lien claims on ResCap's
unencumbered assets behind a $3.5 billion GMAC credit facility.  
Although Moody's considers these unencumbered assets to be of poor
quality, Moody's previously believed they supported a notching
differential between the various classifications of debt.  
However, as the company is in the process of selling assets to
maintain solvency and significantly downsizing its operations,
there can be no assurance that it will maintain adequate
unencumbered assets to support a notching differential between the
various classifications of debt.

ResCap's ratings are based on its consistent quarterly losses (the
company recorded its seventh consecutive quarterly loss in the
second quarter of 2008), weak liquidity position and what Moody's
considers to be an impaired franchise.

Downgrades:

* Issuer: Residential Capital, LLC

          -- Senior Secured Regular Bond/Debenture, downgraded to
             Ca from Caa2

          -- Junior Secured Regular Bond/Debenture, downgraded to
             Ca from Caa3

Outlook Actions:

* Issuer: Residential Capital, LLC

          Outlook, Changed to Negative From Rating Under Review

Confirmations:

* Issuer: Residential Capital, LLC

          -- Multiple Seniority Shelf, confirmed at (P)Ca
          -- Subordinate Regular Bond/Debenture, confirmed at C
          -- Senior Unsecured Regular Bond/Debenture, confirmed at
             Ca

                          About ResCap

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

                            *     *     *

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

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


REVLON INC: Plans to Reduce Debt by $170 Million
------------------------------------------------
Revlon, Inc. plans to reduce its debt by $170 million by repaying
the $170 million MacAndrews & Forbes Senior Subordinated Term
Loan, which matures on August 1, 2009.  The debt reduction would
be achieved in two steps.  

In the first step, Revlon will use $63 million of the net proceeds
from the previously announced July 2008 sale of its Bozzano
business in Brazil to repay $63 million of the $170 million M&F
Term Loan.  The remaining approximately $30 million of net cash
proceeds from the sale of the Bozzano business will be used by the
Company for general corporate purposes.

In the second step Revlon intends to launch, as early as in the
fourth quarter of 2008, a $107 million equity rights offering that
would allow stockholders to purchase additional shares of Revlon
Class A common stock.  Upon closing the rights offering, Revlon
intends to use the net proceeds of such equity issuance to fully
repay the remaining balance of the M&F Term Loan.

Revlon President and Chief Executive Officer, David Kennedy said,
"By repaying the M&F Term Loan, we will eliminate our highest
cost, nearest maturity debt, which carries an annual cash interest
cost of almost $19 million.  Improving our capital structure with
this important step is consistent with a key aspect of our
strategy."

                        Reverse Stock Split

Revlon intends to effect its previously announced 1-for-10 reverse
stock split of its Class A and Class B common stock on
September 15, 2008, and open for trading on the NYSE on a post-
split basis on September 16, 2008.

                        About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV)
-- http://www.revloninc.com/-- is a worldwide cosmetics, hair     
color, beauty tools, fragrances, skincare, anti-
perspirants/deodorants and personal care products company.  The
company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Mitchum(R), Charlie(R), Gatineau(R) and Ultima II(R).

At June 30, 2008, the company's consolidated balance sheet showed
$883.7 million in total assets and $1.94 billion in total
liabilities, resulting in roughly $1.06 billion in stockholders'
deficit.


RHYNO CBO: S&P Upgrades 'CC' Rating on Class A-3 to 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-3 notes issued by RHYNO CBO 1997-1 Ltd., an arbitrage high-yield
collateralized bond obligation (CBO) transaction managed by Bear
Stearns Asset Management, to 'BB' from 'CC'.

The upgrade of the class A-3 notes reflects factors that have
positively affected the transaction, including the sale of equity
securities for approximately $46.37 million in principal cash.  
The equity securities had been received in exchange for defaulted
bonds held in the collateralized debt obligation (CDO) collateral
pool.

Rating Raised
   
RHYNO CBO 1997-1 Ltd.
              Rating
Class    To              From     Current balance (mil. $)
-----    --              ----     ------------------------
A-3      BB              CC                        $26.061


ROBERT KAPPE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert Kappe
        327 S. High Street
        West Chester, PA 19382

Bankruptcy Case No.: 08-15706

Chapter 11 Petition Date: September 8, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Edmond M. George, Esq.
                  edmond.george@obermayer.com
                  Obermayer Rebmann Maxwell & Hippel, LLP
                  1617 John F. Kennedy Blvd.
                  One Penn Center, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140

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.


SAGECREST DIXON: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SageCrest Dixon Inc.
        Three Pickwick Plaza, Suite 400
        Greenwich, CT 06830

Bankruptcy Case No.: 08-50844

Chapter 11 Petition Date: September 11, 2008

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Douglas J. Buncher, Esq.
                  dbuncher@neliganlaw.com
                  Neligan Foley LLP
                  325 N. St. Paul, Suite 3600
                  Dallas, TX 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301
                  
Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Equal Overseas Consulting Ltd.                       $1,284,700
P.O. Box 3152
Road Tower
Tortola, BRITISH VI

Terrasan Environmental Sol.                            $396,900
94 Brookport Drive
Tonronto Ontario M9W 5C5, CANADA

Treasurer, City of Toronto                             $204,344
P.O. Box 5000, Station A
Toronto, Ontario CANADA

T.Harris Environmental Management                      $110,394

Zeidler Partnership                                     $74,707

Ellis Don                                               $29,343

John Gregoir                                            $20,257

Sussex Strategy Group                                   $16,887

Samuel Rhoomes                                          $10,078

Walker Nott Dragecevic Ass. Ltd.                         $6,998

Shaheen & Peaker Ltd.                                    $2,934

Western Landscaping & Maintenance                        $2,739

Canada Revenue Agency                                    $2,691
Technology Center

Toronto Hydro Electric System                            $2,190


SILVERTIP COMMUNITIES: Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Silvertip Communities, Inc.
        2127 S. Alaska Way
        Meridian, ID 83642

Bankruptcy Case No.: 08-01923

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: September 6, 2008

Court: District of Idaho

Judge: Jim D. Pappas

Debtor's Counsel: D. Blair Clark, Esq.
                  dbc@dbclarklaw.com
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055

Total Assets: $3,465,980

Total Liabilities: $3,830,010

A copy of Debtor's petition, which includes a list of its 6
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/idb08-01923.pdf


SONICBLUE INC: Court OKs Chapter 11 Trustee's Disclosure Statement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved a disclosure statement explaining the chapter 11 plan
proposed by Dennis J. Connolly, Esq., the chapter 11 trustee for
SONICblue Inc. and its debtor-affiliates, and the Official
Committee of Unsecured Creditors, William Rochelle of Bloomberg
News reports.

The Court will hold a plan confirmation hearing on Oct. 21, 2008,
Mr. Rochelle relates.

As reported by the Troubled Company Reporter on Sept. 9, 2008, Mr.
Connolly made revisions to his plan of liquidation for the Debtor
and accompanying disclosure statement.  The first revision to the
plan and disclosure statement was delivered to the Court on
Aug. 22, 2008.  The second revision to the plan documents was
filed September 4.

The Official Committee of Unsecured Creditors of SONICblue, as
reconstituted, is a co-proponent to the liquidation plan.

                         Plan Provisions

Substantially all of the Debtors' assets other than certain estate
litigation claims have already been reduced to cash.  If any
assets have not been liquidated by the effective date of the Plan,
a plan administrator, in consultation with a post-confirmation
committee, will liquidate those Assets in accordance with the
terms of the First Amended Plan.  The Plan Administrator will
distribute the Cash and the proceeds of the Assets (net of
expenses) to creditors in accordance with the Plan's terms.

The Chapter 11 Trustee will initially serve as Plan Administrator.

The Plan Proponents anticipate that roughly $77,000,000 will be
available for distribution to Holders of Allowed Claims as part of
an initial distribution.  Holders of Allowed Administrative
Claims, Priority Tax Claims, and Priority Claims, as well as
Holders of Allowed Secured Claims, will be paid in full.

Holders of 7-3/4% Secured Senior Subordinated Convertible
Debentures issued by SONICblue in 2002 and due in 2005, in an
aggregate principal amount not to exceed $75,000,000, will receive
roughly 56% of the Allowed Amount of their Claims.  Trade and
other general unsecured creditors are expected to receive cash
equal to roughly 38.0% of the Allowed Unsecured Claim.

General Unsecured Creditors may receive payments as additional
Assets become available for distribution.  The principal source of
those additional payments, if any, will be Estate Litigation
Claims, including claims against counsel who formerly represented
the Debtors and the initial creditors committee in the case.

Holders of SONICblue's 5-3/4% Convertible Subordinated Notes
issued in 1996 and due in 2003 are subordinated to the payment in
full of the 2002 Noteholders. Because there are insufficient
Assets in the Debtors' Estates to repay the 2002 Notes in full,
the Plan Proponents believe that no Assets are available to repay
the 1996 Notes.

However, as part of as part of a settlement among the Chapter 11
Trustee, the Reconstituted Creditors Committee and the 2002
Noteholder, Holders of 1996 Notes may receive under the First
Amended Plan roughly 0.9% of the Allowed Claim in the event:

   -- the Settlement is approved as part of the First Amended
      Plan, and the Plan is confirmed and becomes effective,

   -- Holders of 1996 Notes votes to accept the First Amended
      Plan, and

   -- no Holder of a 1996 Notes or the 1996 Notes Indenture
      Trustee objects to confirmation of the First Amended Plan.

Pursuant to the Settlement, the 2002 Noteholders will contribute
at least roughly $8.2 million in initial Cash distributions to
Unsecured Creditors under the First Amended Plan, and more if
additional distributions become available.

Shareholders get nothing.

As of June 30, 2008, the Chapter 11 Trustee held approximately
$85.8 million in Cash.

                       About SONICblue Inc.

SONICblue Inc. was a consumer electronics company.  Prior to
January 2001, SONICblue's primary business was to supply graphics
and multimedia accelerator subsystems for personal computers.  
SONICblue completed the acquisition of ReplayTV, Inc., a developer
of personal television technology, on August 1, 2001.  SONICblue
completed the acquisition of Sensory Science, a developer of
consumer electronics products, including dual deck videocassette
player/recorders and DVD players, on June 27, 2001.  Debtor
Diamond Multimedia Systems Inc. was an established PC original
equipment manufacturer and retail provider of communications and
home networking solutions, PC graphics and audio add-in boards and
digital audio players.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel. Houlihan Lokey
Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
creditors' committee in the case. On Oct. 4, 2007, the
Bankruptcy Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.

On April 17, 2007, the Court granted the U.S. Trustee's request to
appoint Dennis J. Connolly, Esq., as the Chapter 11 Trustee.

The U.S. Trustee filed a notice dissolving the Initial Creditors'
Committee on Oct. 10, 2007.  The U.S. Trustee appointed on
Oct. 23, 2007, the Reconstituted Creditors' Committee -- Korea
Export Insurance Corporation, Riverside Contracting LLC &
Riverside Claims LLC, Synnex K.K., TLI Holdings, Inc., Michelle
Miller, and York Capital Opportunity Fund. York Capital
Opportunity Fund was later appointed Chair of the Reconstituted
Creditors' Committee and Synnex K.K. subsequently resigned as a
member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.  
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.  
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco,represent the
Reconstituted Creditors' Committee.


SOUTHEAST WAFFLES: Guilty of Massive Kiting Scheme, FirstBank Says
------------------------------------------------------------------
FirstBank told the U.S. Bankruptcy Court for the Middle District
of Tennessee (Nashville) that Southeast Waffles LLC conducted
"massive check-kiting scheme" prior to its bankruptcy filing,
William Rochelle of Bloomberg News relates.  FirstBank added that
SunTrust Bank lost $3.7 million from the kiting scheme.  FirstBank
pressed for the appointment of a chapter 11 trustee in the
Debtor's case, Mr. Rochelle says.

According to Mr. Rochelle, the Debtor wouldn't return calls.

FirstBank, which asserts $12 million in secured claims, said the
the Debtor paid its chief manager $3 million since June 2006 but
failed to pay taxes, Mr. Rochelle notes.

As reported by the Troubled Company Reporter on Aug. 27, 2008,
Southwest Waffles indicated in court filings that it detected
financial discrepancies following its accounting officer's
resignation.

                     About Southeast Waffles

Nashville, Tennessee-based Southeast Waffles, LLC, dba Waffle
House, -- http://www.southeastwaffles.com/-- is a franchisee of  
113 Waffle House Inc. and operates restaurants.  Southeast Waffles
filed its chapter 11 petition on Aug. 25, 2008 (Bankr. M.D. Tenn.
Case No. 08-07552).  Judge Keith M. Lundin presides over the case.  
Barbara Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton
Rose, Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne
Gabbert & Manner, represent the Debtor in its restructuring
efforts.  The Debtor estimated both its assets and debts to be
between $10,000,000 and $50,000,000.  Two of the Debtor's largest
unsecured creditors are Treetop Enterprises Inc., dba Ezell
Holdings LLC, which is owed $4,574,523, and SunTrust Bank which is
owed $1,000,000.


SOUTHEAST WAFFLES: Wants to Use First Bank's Cash Collateral
------------------------------------------------------------
SouthEast Waffles LLC dba Waffle House asks the United States
Bankruptcy Court for the Middle District of Tennessee for
authority to access cash collateral securing repayment of secured
loan to FirstBank.

A hearing is set for Oct. 7, 2008, at 10:00 a.m., at Customs
House 701 Brodway, Courtroom 2, 2nd Floor in Nashville, Tennessee.  
Objections, if any, are due Sept. 29, 2008.

The Debtor owes $10,800,000, plus any amount due under letters of
credit of $1,400,000, under the loan agreement dated March 15,
2007, with the lender.  The Debtor says that the lender asserted,
among other collateral, a security interest in all of the Debtor's
accounts and other rights of the Debtor to the repayment of money,
inventory, equipment, fixtures, investment property and general
intangibles.

The access to the lender's cash collateral will allow the Debtor
to pay necessary costs and expenses incurred in the ordinary
course of its business and other administrative expenses of these
Chapter 11 case -- including professional fees and quarterly fees
due to the United States Trustee.

As adequate protection, the lender will be entitled to receive
replacement liens on all collateral in which it now holds a lien
to the extent that the use of cash collateral results in a
decrease in the value of the lender's interest in the Debtor's
property.

Together with its motion, the Debtor submits a budget outlining
its expected cash needs during the first three weeks of its case.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?31f9

                      About SouthEast Waffles

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates  
restaurants.  The company filed for Chapter 11 protection on Aug.
25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara Dale
Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose, Esq.,
and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt of between $10 million to $50 million each.


SOUTHEAST WAFFLES: Seeks Court's Okay to Pay Utility Charges
------------------------------------------------------------
Southeast Waffles LLC dba Waffle House asks the United States
Bankruptcy Court for the Middle District of Tennessee for
authority to pay postpetition obligations to certain utility
companies.

The Debtor say that it uses electric, gas, water, sewer and
garbage removal, and other similar services at its 113 Waffle
House in Tennessee, Mississippi, Alabama and Kentucky -- including
the Debtor's headquarters in Nashville.  The Debtor further says
that it spends about $347,000 per month to pay for utility
services.

Several creditors filed separate objections to the Debtor's
motion including (i) The Electric Power Board of The Metropolitan
Government of Nashville and Davidson County, Tennessee, dba
Nashville Electric Service; (ii) McMinnville Electric System;
(iii) Alabama Power Company; and (iv) Mississippi Power Company.  
The creditors alleged that the Debtor's request does not meet the
requirements of new Section 366 of the Bankruptcy Code, which
prohibits debtors from claiming that utilities are adequately
assured of payment of postpetition charges by conceding that the
charges are entitled to an administrative expense priority.  
Accordingly, the creditors ask the Court to deny the Debtor's
motion.

A hearing is set for Sept. 16, 2008, to consider the creditors'
request.

The Debtor tells the Court that it needs services of these utility
companies otherwise it would force to cease operations of each
affected facility, resulting in substantial disruption of
operations and loss of revenue.

The Debtor will make these payments from cash collateral, which is
now pending before the Court for approval.

The Debtor relates that it proposes to provide a deposit to any
requesting utility company in an amount equal to the cost of one
month's worth of utility services, based on the recent invoices
from these companies preceding the Debtor's bankruptcy filing,
provided:

-- The request is made in writing by Sept. 24, 2008, 30 days
    after the Debtor's petition date;

-- The requesting Utility Company does not already hold a deposit
    equal to or greater than the Adequate Assurance Deposit; and

-- The requesting Utility Company is not currently paid in
    advance for its services.

A full-text copy of the Debtor's utility list is available for
free at http://ResearchArchives.com/t/s?31f8

Headquartered in Nashville, Tennessee, Southeast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com-- operates  
restaurants.  The company filed for Chapter 11 protection on Aug.
25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara Dale
Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose, Esq.,
and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
and debt of between $10 million to $50 million each.


SSS LLC: Case Summary and 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SSS, LLC
        8200 South Quebec Street A-3 Suite 253
        Centennial, CO 80112

Bankruptcy Case No.: 08-23927

Type of Business: The Debtor is a commercial real estate owner.

Chapter 11 Petition Date: September 10, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Aaron A. Garber, Esq.
                  aag@kutnerlaw.com
                  Kutner Miller Brinen, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Total Assets: $1,795,000

Total Liabilities: $1,422,731

A list of the Debtor's 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob08-23927


STANDARD PACIFIC: Inks Severance Agreement with Jeffrey Peterson
----------------------------------------------------------------
Standard Pacific Corp. entered into a Severance Agreement with
Jeffrey V. Peterson, the company's chairman, chief executive
officer and president, which potentially provides severance
benefits to Mr. Peterson if his employment with the company is
terminated without cause at a later date.

Pursuant to the terms of the agreement, if Mr. Peterson's
employment with the company is terminated other than for cause
within two years of the date of the agreement, he will receive
these benefits:

     (i) an amount equal to three times his base salary, payable
         in equal monthly installments over a three-year period;

    (ii) COBRA premiums for continued medical dental and vision
         insurance coverage for 12 months;

   (iii) continuation of the company's AYCO financial planning
         benefit for the remainder of the calendar year in which
         termination of employment occurs;

    (iv) immediate vesting of all stock options and restricted
         stock that would have vested within six months of the
         date of termination of employment or during the remainder
         of the calendar year in which employment terminates;

     (v) extension of the time period to exercise vested stock
         options to the date that is 90 days following December 31
         of the year in which termination of employment occurs;
         and

    (vi) the reimbursement of up to $10,000 in outplacement fees.

Receipt of the benefits is subject to, among other things, Mr.
Peterson's execution and delivery of a release and his continuing
compliance with the nondisclosure, non-disparagement, non-
solicitation and misappropriation of corporate opportunities
covenants contained in the agreement.

Notwithstanding, the total amount payable to Mr. Peterson will be
reduced by an amount necessary to prevent any part of such payment
from being subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code.

A copy of the Severance Agreement is available at:

           http://ResearchArchives.com/t/s?3201

                   About Standard Pacific Corp.

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE: SPF) -- http://www.standardpacifichomes.com/-- operates
in many of the largest housing markets in the country with
operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The company
also provides mortgage financing and title services to its
homebuyers through its subsidiaries and joint ventures, Standard
Pacific Mortgage Inc., SPH Home Mortgage and SPH Title.  

                  Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


STARMARK CLINIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Starmark Clinic, LP
        dba Dermedispa
        2409 Falcon Pass Drive, Suite 100
        Houston, TX 77062

Bankruptcy Case No.: 08-35965

Type of Business: The Debtor runs a healthcare business.

Chapter 11 Petition Date: September 9, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Thomas Frederick Jones, III, Esq.
                  fjones@galyen.com
                  Bailey & Galyen
                  18333 Egret Bay Boulevard, Suite 120
                  Houston, TX 77058
                  Tel: (281) 335-7744
                  Fax: (281) 335-4774

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

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

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


STEVE & BARRY'S: Stores in Texas and New York To Close
------------------------------------------------------
Steve & Barry's stores located in the Mall of Abilene in Texas,
and at Kingston Plaza in New York, are closing down, according to
reports.

The exact closing date of both stores is not yet known.

The S&B store in Abilene's going-out-of-business sale started on
September 5, 2008, Abilene Online reports.  DailyFreeman.com
notes that the Steve & Barry's store at Kingston Plaza was
previously occupied by Sears, Jamesway, and Ames.

Steve & Barry's Manhattan LLC and its debtor-affiliates are
closing 100 of its 276 stores.  The Court has authorized the sale
of substantially all of the Debtors' assets to BH S&B Holdings LLC
for $163,000,000.  According to the terms of the purchase
agreement, majority of the Debtors' 276 stores will continue to
serve customers nationwide.  Previous reports indicate that BH S&B
Holdings have purportedly released a list of S&B stores to be
closed.

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.

On August 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.  (Steve & Barry's
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


STEVE & BARRY'S: Enters into Stipulation with Extra Plastic
-----------------------------------------------------------
Steve & Barry's, LLC, and its debtor-affiliates and Extra Plastic
U.S.A., entered into a stipulation to consensually resolve the
Debtors' Motion as it pertains to Extra Plastic, and the Objection
and Cross-Motion filed by Extra Plastic.  The salient terms of the
stipulation are:

   (a) Extra Plastic will have an allowed administrative claim
       for $125,426, pursuant to Section 503(b)(9) of the
       Bankruptcy Code; and

   (b) The Objection and the Cross-Motion are deemed withdrawn.
       Extra Plastic reserves all rights as to its Administrative
       Claim and other claims, including the right to seek
       immediate payment.

The Stipulation will be presented for approval by the United
States Bankruptcy Court for the Southern District of New York on
Sept. 18, 2008.

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.

On August 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.  (Steve & Barry's
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


STEVE & BARRY'S: Dell Financial Wants to Recover Equipment
----------------------------------------------------------
Before the Petition Date, bankrupt Steve & Barry's, LLC, entered
into a Revolving Credit Agreement with Dell Financial Services,
LLC, formerly Dell Financial Services, L.P.  Debtor-affiliate
Stone Barn LLC, also entered into a Financing Lease Agreement with
Dell Financial before the Petition Date.

Pursuant to the Agreements, the Debtors purchased or lease-
purchased from Dell Financial certain Dell computer equipment and
related products.

According to Stephen H. Gross, Esq., at Hodgson Russ LLP, in New
York, as of the Petition Date, (i) S&B owes $294,346, and (ii)
Stone Barn owes $100,139 to Dell Financial under the Agreements.  

Dell Financial perfected its security interest in the Equipment
by filing Uniform Commercial Code Financing Statements with the
state of New York.  According to Mr. Gross, the fair market value
of the combined Equipment is roughly $394,485.  The Equipment's
value continues to decrease with the passage of time under the
Agreements, and there is no "equity cushion" to adequately
protect Dell Financial's interest in the Equipment, he tells the
Court.

The Debtors are also in default on their postpetition obligations
to Dell Financial under the Agreements for failure to make
payments from the Petition Date to the present.  Despite
requests, the Debtors have not offered any form of adequate
protection to Dell Financial's interests in the Equipment.

Dell Financial asks the United States Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
it to terminate the Agreements and recover the Equipment, or to
grant it adequate protection payments.

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.

On August 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

When the Debtors filed for bankruptcy, they listed $693,492,000 in
total assets and $638,086,000 in total debts.  (Steve & Barry's
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


STEVE CAVANAUGH: County Seeks $258,400 for Promised Road Projects
-----------------------------------------------------------------
The Associated Press reports that the Broadwater County has sued
Steve Cavanaugh LP, seeking $258,400 for promised road
improvements.

The AP relates that Steve Cavanaugh failed to meet a Feb. 13, 2008
deadline for a subdivision road agreement with Broadwater County,
which then suspended final plat approval for the first two phases
of Steve Cavanaugh's Rolling Glen Ranch development project,
freezing lot sales or land transfers unless they had commission
approval.

According to the AP, Steve Cavanaugh said that it is looking at
its Chapter 11 filing as a way in getting the Rolling Glen project
back on track. Broadwater County's actions have made it almost
impossible to sell lots, the AP states, citing Steve Cavanaugh.

Belgrade, Montana-based Steve Cavanaugh L.P. is the developer of a
planned 2,600-lot subdivision in southern Broadwater County.  The
company filed for for Chapter 11 protection on July 25, 2008
(Bankr. D. Mont. Case No. 08-61002).  James A. Patten, Esq., at
Patten Peterman, Bekkedahl, & Green, represents the Debtor in its
restructuring efforts.  When it filed for bankruptcy, the Debtor
disclosed total assets of $9,760,326 and total debts of
$4,199,123.


SURGICAL OFFICES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Surgical Offices of Daniel J. Para, Md., FACS, PLLC
        5102 W Campbell Avenue, Suite 100
        Litchfield Park, AZ 85340

Bankruptcy Case No.: 08-12055

Chapter 11 Petition Date: September 10, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen

Debtor's Counsel: Robert M. Cook, Esq.
                  robertmcook@yahoo.com
                  Law Offices of Robert M. Cook PLLC
                  219 W Second Street,
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778

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

Estimated Debts: $500,001 to $1,000,000

A list of the Debtor's 5 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb08-12055.pdf


SYLVESTER BALLARD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sylvester Ballard
        211 S Main St., Suite 600
        Dayton, OH 45402  

Bankruptcy Case No.: 08-34460

Chapter 11 Petition Date: September 10, 2008

Court: Southern District of Ohio (Dayton)

Debtors' Counsel: Thomas R Noland, Esq.
                  notices@dayton.statmanharris.com
                  Statman, Harris & Eyrich, LLC
                  Fifth Third Building
                  110 N Main Street, Suite 1520
                  Dayton, OH 45402
                  Tel: (937) 222-1090
                  Fax: (937) 222-1046
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

      http://bankrupt.com/misc/ohsb08-34460.pdf


SYNTAX-BRILLIAN: Wants Olevia to Complete Sept. 15 Sale Deal
------------------------------------------------------------
Syntax-Brillian Corp. and its debtor-affiliates have filed a
lawsuit asking the U.S. Bankruptcy Court for the District of
Delaware to require Olevia International Group, LLC, to complete a
proposed Sept. 15, 2008 asset purchase, Delaware Online reports.

The request came in response to Olevia's claim that it's no longer
obligated to purchase the assets because the Debtors violated
conditions of the contract, the report says.  Olevia alleged that
the Debtors failed to maintain a relationship with Target Corp.
and conducted a $10 million liquidation sale outside the ordinary
course of business, the report specifies.

The Debtors said any breach isn't material and doesn't excuse
Olevia from "obligations to perform and close on its acquisition,"
the report says, citing court papers.

Olevia was formed by the Debtors and its former partner, TCV
Industries Co., the report recalls.  TCV provided Syntax with
design assistance and parts for widescreen LCD TV sets sold under
the Olevia brand, the report further states.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:BRLC)
-- www.syntaxbrillian.com -- manufactures and markets LCD HDTVs,
digital cameras, and consumer electronics products include
Olevia(TM) brand high-definition widescreen LCD televisions and
Vivitar brand digital still and video cameras.  Syntax-Brillian is
the sole shareholder of California-based Vivitar Corporation.

The company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Delaware Lead Case No.08-11409 through
08-11409.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig LLP, represent the Debtors in their
restructuring efforts.  Five members compose the Official
Committee of Unsecured Creditors.  Epiq Bankruptcy Solutions, LLC
is the Debtors' balloting, notice, and claims agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $175,714,000 and total debts of
$259,389,000.

         
TEXAS STATE HOUSING: S&P Assigns 'D' Rating on 2002C Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Texas
State Affordable Housing Corp.'s (South Texas Apartment Portfolio)
multifamily mortgage housing revenue bonds series 2002B to 'C'
from 'CCC'.  The outlook is negative.  Standard & Poor's also
lowered its rating on series 2002C to 'D' from 'C'.

Standard & Poor's received a trustee notice dated Sept. 5, 2008,
stating that South Texas Affordable Properties Corp., the
borrower, did not make sufficient monthly payments to the trustee
to fully fund the principal and interest payment to the series
2002C bondholders, and that the funds remaining in the series
2002C debt service reserve fund (DSRF) were insufficient to make
these payments.

As a result, the Sept. 2, 2008, debt service payment due to
the series 2002C bondholders was not made.

The trustee also informed the bondholders that it drew the
corporation's $209,989 from the series 2002B DSRF to make the
Sept. 2, 2008, series 2002B bond payment.  As of Sept. 3, 2008,
the remaining balance in the series 2002B DSRF was $380,810, which
is $209,989 less than the $590,800 required by the indenture.

Complete ratings information is available to subscribers of
RatingsDirect, the real-time Web-based source for Standard &
Poor's credit ratings, research, and risk analysis, at
www.ratingsdirect.com.  All ratings affected by this rating
action can be found on Standard & Poor's public Web site at
www.standardandpoors.com; select your preferred country or region,
then Ratings in the left navigation bar, followed by Credit
Ratings Search.


TOUSA INC: Court Denies HSBC's Challenge Period Extension Request
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
denied the request of HSBC Bank USA, National Association, as
successor indenture trustee of senior subordinated notes issued by
the TOUSA Inc. and its debtor-affiliates, to extend the "challenge
period" provided for in the stipulated Final Cash Collateral
Order.

As reported in the Troubled Company Reporter on Aug. 21, 2008,
HSBC asked the Court to extend the challenge period provided for
in the stipulated Final Cash Collateral Order until the expiration
of a reasonable period after the conclusion of the Fraudulent
Conveyance Action by the entry of a final, non-appealable Order.

Judge John K. Olson stated that the Challenge Period may only be
extended for cause.  He opined that the potential for a dispute
over relative unsecured priorities is not a challenge to the
validity, extent or amount of the secured claims.  The issue
raised by HSBC can be dealt with only when it actually arises,
Judge Olson said.

No cause has been shown for extension of the Challenge Period and
HSBC is not asserting any direct challenge to the Cash Collateral
Order, Judge Olson held.

Moreover, Judge Olson maintained that despite HSBC's contention
that the indentures will not be subordinated to the unsecured
creditors' claims, it does not challenge the validity or amount
of the secured parties' security interest.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRANSMERIDIAN EXPLORATION: Exchange Offer Due Further Extended
--------------------------------------------------------------
Transmeridian Exploration Incorporated and its wholly owned
subsidiary Transmeridian Exploration Inc. have extended the
consent payment deadline and expiration time with respect to their
exchange offer and concurrent solicitation of consents to amend
the indenture governing TMEI's 12% Senior Secured Notes due 2010
and related security documents.

The expiration time for the exchange offer, which was 12:00
midnight, New York City time, on September 15, 2008, will be
extended to 12:00 midnight, New York City time, on September 22,
2008, unless further extended.

The consent payment deadline, which was 5:00 p.m., New York City
time, on August 29, 2008, was extended to 5:00 p.m., New York City
time, on September 5, 2008.

All other material terms of the consent solicitation and the
related exchange offer remain unchanged.  Holders who have already
properly tendered their Existing Notes and delivered their
consents do not need to retender or deliver new consents.  
Consents may only be revoked in the manner described in the
Offering Memorandum and Consent Solicitation Statement, dated
July 23, 2008.

Transmeridian and TMEI also announced that as of 5:00 p.m.,
August 29, 2008, holders of an aggregate $30,146,000 principal
amount of the Existing Notes have tendered their Existing Notes
and delivered their consents to the proposed amendments to the
indenture governing the Existing Notes and related security
documents.

                About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at
March 31, 2008, showed US$402.2 million in total assets,
US$341.2 million in total liabilities, and US$92.5 million in
redeemable convertible preferred stock, resulting in a
US$31.5 million total stockholders' deficit.

                       Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
US$56.2 million and a stockholders' deficit of approximately
US$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


TRIBUNE CO: Completes 10% Stake Sale in CareerBuilder to Gannett
----------------------------------------------------------------
Gannett and Tribune Company announced that Gannett has acquired
an additional 10% stake in CareerBuilder from Tribune for
$135 million.  The acquisition gives Gannett a 50.8% controlling
interest in CareerBuilder, the U.S.'s largest online job site.

"CareerBuilder is a terrific company, with great growth potential
that just keeps delivering more for Gannett and our partners,"
Craig Dubow, chairman, president and chief executive officer of
Gannett Co., Inc., said.  "We were delighted when the opportunity
arose to acquire more of the company while maintaining a good,
solid relationship with our partners."

"We are committed to CareerBuilder and want the team there to
continue to do what they do best: grow the company, bring in
revenues and deliver the best customer service in the jobs space.
We don't expect any major changes," Mr. Dubow said.

"This transaction offers us an excellent opportunity to monetize
some of the value CareerBuilder has built over the years, while
enabling us to maintain a significant stake in a great online
property," said Sam Zell, Tribune's chairman and chief executive
officer.

Tribune now owns 30.8% of CareerBuilder; The McClatchy Company
continues to own 14.4%; and Microsoft Corp. continues to own 4%.

Under the new ownership agreement, Gannett has three seats on the
six-seat CareerBuilder board of directors.  Tribune and McClatchy
have one seat each and the chief executive officer of
CareerBuilder has one seat.

                     About Gannett Co Inc.

Headquartered in McLean, Va., Gannett Co., Inc. (GCI) --
http://www.gannett.com--  is an international news and  
information company that publishes 85 daily newspapers in the USA,
including USA TODAY.  The company also owns nearly 900 non-daily
publications in the USA and USA WEEKEND, a weekly newspaper
magazine.  Gannett subsidiary Newsquest is the United Kingdom's
second largest regional newspaper company.  Newsquest publishes
nearly 300 titles, including 17 daily newspapers, and a network of
prize-winning Web sites.  Gannett also operates 23 television
stations in the United States and is an Internet leader with sites
sponsored by its TV stations and newspapers including
USATODAY.com.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating       
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune Company's consolidated balance sheet at March 30, 2008,
showed total assets of $12.97 billion, total liabilities of
$14.63 billion, and common shares held by ESOP, net of unearned
compensation, of $10.7 million, resulting in a shareholders'
deficit of roughly $1.67 billion.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded Tribune Company's Corporate
Family rating to Caa2 from B3, the Probability of Default rating
to Caa2 from B3,  concluding the review for downgrade initiated on
April 21, 2008.  Moody's also assigned an SGL-4 speculative-grade
liquidity rating.  The LGD point estimates were updated to reflect
the current mix of debt.  

Troubled Company Reporter reports on Aug. 29, 2008, Fitch Ratings
downgraded these ratings on Tribune Company: Issuer Default Rating
to 'CCC' from 'B-'; Senior guaranteed revolving credit facility to
'CCC+/RR3' from 'B/RR3'; Senior guaranteed term loan to 'CCC+/RR3'
from 'B/RR3'; Senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; Senior unsecured notes to 'CC/RR6' from 'CCC/RR6';
Subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Approximately $13.4 billion of debt is affected by
this action.  The Rating Outlook is Negative.


TRIBUNE LIMITED: Moody's Cuts Rating on $10,136,000 Notes to C
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of one series
of notes issued by Tribune Limited, all related to the Logan CDO
transaction.  These rating actions are a response to credit
deterioration in the underlying portfolio.  The transaction
references US ABS and ABS CDOs, containing 20% RMBS and 16% ABS
CDOs.  Assets in the portfolio were issued between 2003 and 2008,
with transactions of the 2006 vintage accounting for 32% of the
pool and those of 2005 vintage representing 42% of the portfolio.

Issuer: Tribune Limited

     -- $10,136,000 Series 24 Logan CDO Linked Secured Notes:
        
        Current Rating: C
        Prior Rating: Ca
        Prior Rating Date: May 16, 2008


URBANA COUNTRY: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Urbana Country Club
        100 East Country Club Road
        P.O. Box 5
        Urbana, IL 61803

Bankruptcy Case No.: 08-91538

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: September 5, 2008

Court: Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Steve Miller, Esq.
                  trusteemiller3@yahoo.com
                  11 E North Street
                  Danville, IL 61832
                  Tel: (217) 442-0350

Total Assets: $2,439,917

Total Liabilities: $2,456,690

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

              http://bankrupt.com/misc/ilcb08-91538.pdf


US ANTIMONY: Earns $701,230 in 2008 Second Quarter
--------------------------------------------------
United States Antimony Corp. reported net income of $701,230 on
revenues of $1,414,651 for the second quarter ended June 30, 2008,
versus a net loss of $114,087 on revenues of $1,367,578 in the
comparable period last year.

The increase in net income for the second quarter of 2008 compared
to the similar period of 2007 is primarily due to an increase in
zeolite revenues and recognition of revenue from an expired
exclusivity contract.

At June 30, 2008, the company's consolidated balance sheet showed
$3,290,389 in total assets, $1,802,814 in total liabilities, and
$1,487,575 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $298,543 in total current assets
available to pay $1,618,831 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?31f6

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
DeCoria, Maichel & Teague, P.S., in Spokane, Washington, expressed
sustantial doubt about United States Antimony Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's  
negative working capital and accumulated deficit.

                   About United States Antimony

Based in Thompson Falls, Montana, United States Antimony
Corporation (OTC BB: UAMY) -- http://www.usantimony.com/--    
engages in the production and sale of antimony and zeolite
products in the United States.


VICTORY MEMORIAL: Wants to Access $2 Mil. Borgen Facility
---------------------------------------------------------
Victory Memorial Hospital and its debtor-affiliates ask the United
States Bankruptcy Court for the Eastern District of New York  
permission to obtain up to $2 million in unsecured postpetition
financing from Borgen Funding LLC, as lender.

The DIP facility will allow the Debtors to pay certain
postpetition operating expenses -- including payroll obligations
and other bankruptcy court-approved expenses.  About $1 million of
the facility will be used to satisfy certain postpetition benefit
payments owed to the employees benefits funds for union employees.

Furthermore, the access to Borgen's $2 million facility will allow
the Debtors to provide funding to continue as a going concern
until the closing of the sale of certain of their assets to
Dervaal LLC.  The Debtors and Dervaal are now working with
appropriate state regulatory authorities to obtain necessary
regulatory approvals of the proposed sale.

As reported in the Troubled Company Reporter on July 14, 2008,
the Debtors agreed to sell their main campus and acquired
business, which consists of their skilled nursing facility and
long-term home health program, to Dervaal for $44.9 million.  The
proceeds of the sale will be used to pay the allowed Dormitory
Authority of the State of New York (DASNY) Bond claim at closing
of the sale, which is expected to occur by Sept. 30, 2008.  The
remaining balance of the proceeds will be transferred to the
liquidating trust.

On June 4, 2008, Dervaal assigned all interests and rights to
Sunset LG Realty LLC.  Chaim Sieger will serve as operation of SNF
and LTHHCP, as part of the deal.  At the closing of the sale, St.
Jerome Health Services Corporation dba Holy Family Home, which
intended to purchase the Debtors' assets for $40 million in cash,
will be paid $400,000 break-up fee from the proceeds of the sale.

The DIP loan will incur interest at Prime plus 3% per annum and
default interest plus an additional 3% per annum.

The DIP lien contains customary and appropriate events of defaults
including, among other things (i)failure to pay the DIP Loan as
required under the Borgen Credit Agreement; (ii) material
misrepresentations; (iii) the Debtors' filing of applications to
dismiss the Chapter 11 case or appoint a Chapter 11 trustee or
examiner, or entry of orders with respect to same; (iv)
modification of the Borgen Credit Agreement or the Final
Order; (v) order of this Court granting relief from the automatic
stay for assets valued in excess of $100,000; (vi) material
adverse change; and (vii) DOH actions to close the Debtors.  The
majority of these defaults provide a five business day cure
period for the Debtors.

A full-text copy of the Credit Agreement among the Debtors' and
Borgen is available for free at:

               http://ResearchArchives.com/t/s?31f3

                    About Victory Memorial

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.  The company and its two-subsidiaries
filed for chapter 11 protection on Nov. 15, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-44387 through 06-44389).  Timothy W. Walsh, Esq., and
Jeremy R. Johnson, Esq., at DLA Piper US LLP, represent the
Debtors.  Craig E. Freeman, Esq., and Martin G Bunin, Esq., at
Alston & Bird LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $1 million and
$100 million.


WASHINGTON MUTUAL: Fitch Cuts Ratings on Debts & Preferred Stocks
-----------------------------------------------------------------
Fitch Ratings has downgraded the long- and short-term Issuer
Default Ratings of Washington Mutual, Inc. as:

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term IDR to 'F3' from 'F2'

Fitch has also taken these rating actions on Washington Mutual
Bank:

  -- Long-term IDR affirmed at 'BBB''
  -- Short-term IDR downgraded to 'F3' from 'F2'.

The Rating Outlook is Negative.

The actions reflect Fitch's expectation for continuing asset
quality challenges amidst market conditions that are considered
the most difficult in several decades for U.S. retail banks,
particularly those with a concentration in residential mortgage
assets.

WaMu has posted significant quarterly losses for the past three
quarters, primarily as a result of a sharp rise in credit loss
provisioning during the past year.  Earlier in 2008, WaMu began
provisioning with a view toward estimated cumulative losses over
the life of its loan portfolio in an attempt to build reserves in
advance of charge-offs.  To date, provisions have been
substantially higher than net charge-offs, although that trend is
anticipated to reverse in the future as the reserve building
plateaus and is then used to absorb credit losses.  WaMu announced
today that it expects the provision for third-quarter 2008 to
start showing evidence of that anticipated trend with a
substantially lower provision (estimated at approximately
$4.5 billion) in 3Q'08 versus the 2Q'08 provision of $5.9 billion.

WaMu also indicated that net charge-offs are continuing to climb,
as expected, albeit at a slower pace than in prior quarters.  The
provision, while less than the 2Q'08 provision, is still
sufficiently elevated that it will translate into a significant
loss for the quarter; this is very much in line with Fitch's prior
expectations which do not anticipate WaMu returning to
profitability until some time in 2009.

Market conditions, including receptivity of the capital markets
and the cost of funding for all financial institutions, have
remained volatile and have deteriorated in some cases.  This is
the primary driver behind today's downgrades of the holding
company ratings and the short-term debt and IDR of WMB.  WaMu's
series of capital raising actions during the past year have
resulted in the build-up of a notable, but necessary, capital
flexibility.  This provides a meaningful buffer to absorb losses
as WaMu works through its considerable level of problem assets.

However, Fitch believes that the flexibility to add to capital is
now significantly constrained in light of market conditions.  In
particular, while the holding company has several years worth of
liquidity, should it become necessary for the holding company to
inject additional capital into WMB from its storehouse of
liquidity, the holding company's ability to rebuild its own
liquidity, given current market conditions, is assumed to be quite
low.

That being said, prior to summer 2007, WaMu expanded and
diversified its funding sources at both the bank and the holding
company, reducing its reliance on historical sources such as
certificates of deposit and FHLB advances.  Since that time,
however, WaMu has shifted back toward a greater reliance on these
domestic funding sources.  Its retail deposit base has remained
fairly steady through the turbulence of the summer of 2008, with a
reduction in uninsured deposits largely offset by growth in FDIC
insured transaction accounts and CDs.  WaMu has no reliance on
short-term wholesale funding sources and has only minimal debt
maturities over the intermediate term.  WaMu's outstanding debt is
not subject to rating triggers or other terms that would cause
acceleration.

Thus, WaMu's most significant operating constraint in the
intermediate term is maintenance of capital levels at sufficiently
high levels to be considered well-capitalized by its regulators.  
Based on the current capital cushion, but assuming WaMu continues
to post quarterly net losses in 2009, albeit at levels in line
with the expectation that 2Q08 represents the peak level of
necessary provisions, Fitch believes WaMu's ability to keep
capital ratios at acceptable levels will largely hinge on how well
it executes on previously announced expense saves and modest
balance sheet reduction initiatives.

WaMu named a new CEO, Alan Fishman, earlier this week.  As with
any organization under new management, other potentially
significant changes are possible over the intermediate term.  
However, at this juncture, the only obvious path is to continue to
aggressively work to contain the high, and still rising, level of
problem loans.  In the current environment, this is expected to
take a considerable amount of time.  Should asset quality
deterioration accelerate or WaMu be faced with other problems
preventing it from maintaining solid capital levels, it would put
additional pressure on WaMu and could result in further rating
downgrades.

Fitch has taken these rating actions on WaMu and subsidiaries:

Washington Mutual Inc.
  -- Long-term IDR downgraded to 'BBB-' from 'BBB';
  -- Senior debt downgraded to 'BBB-' from 'BBB';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term debt downgraded to 'F3' from 'F2';
  -- Subordinated debt downgraded to 'BB+' from 'BBB-';
  -- Preferred stock downgraded to 'BB-' from 'BB+';
  -- Individual downgraded to 'C/D' from 'B/C';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Washington Mutual Bank
  -- Long-term IDR affirmed at 'BBB';
  -- Long-term deposits affirmed at 'BBB+';
  -- Senior debt affirmed at 'BBB';
  -- Short-term IDR downgraded to 'F3' from 'F2';
  -- Short-term deposits affirmed at 'F2'.
  -- Individual downgraded to 'C' from B/C;
  -- Support affirmed at '3';
  -- Support Floor affirmed at 'BB-';
  -- Subordinated debt affirmed at 'BBB-'.

Bank United FSB
  -- Subordinated debt affirmed at 'BBB-'.

Bank United Corp.
  -- Subordinated debt downgraded to 'BB+' from 'BBB-'.

Providian Financial Corp
  -- Senior debt downgraded to 'BBB-' from 'BBB+'.

Providian National Bank
  -- Long Term Deposits affirmed at 'BBB+'.

Washington Mutual Preferred Funding (Cayman) I Ltd.
Washington Mutual Preferred Funding Trust I (Delaware)
Washington Mutual Preferred Funding Trust II
Washington Mutual Preferred Funding Trust III
Washington Mutual Preferred Funding Trust IV
  -- REIT Preferred downgraded to 'BB-' from 'BB+'.

Washington Mutual Capital I
Providian Capital I
  -- Trust Preferred downgraded to 'BB-' from 'BB+'.

This rating action has no effect on WM Covered Bonds Program
outstanding debt, which is rated 'AA' by Fitch.


WELLMAN INC: Court Finds BNY's Collateral Worth $140 Million
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a ruling finding that the replacement value of
Bank of New York's collateral is $140,000,000.

This is $69,000,000 more than the amount that Wellman, Inc.,
proposed to the Court as the replacement value of the collateral.  
The company previously urged the Court to rule that the
replacement value is only $70,827,000 based on the appraisal
conducted by its valuation consultant on the collateral.

The collateral consists of property, plant and equipment (PP&E),
which include machineries and real estate located in Wellman's
plants in St. Louis, Mississippi, and in Darlington and
Johnsonville, South Carolina.  

Wellman offered the PP&E as collateral for the $185,000,000 that
it loaned from its lenders under the first lien credit agreement
dated Feb. 10, 2004, with BNY serving as administrative agent.

In light with the Court's decision, the First Lien Lenders will
get a new first lien note for $140,000,000 as proposed under
Wellman's plan of reorganization.  To recall, the company
proposed under its reorganization plan to provide the First Lien
Lenders a note with a value equal to the value of the lenders'
interest in the PP&E.

Meanwhile, the proposed recovery for the Second Lien Lenders and
holders of the second lien term loan signatory to the backstop
commitment agreement would be reduced as a result of the adoption
of a higher valuation for the PP&E.  Wellman's Chapter 11 plan
that was submitted prior to the Court's determination of the
First Lien Lenders' collateral, provides that the First Lien
Lenders are expected to get 38.4% on account of their claims,
while Second Lien Lenders will receive 18.9%.  

                         Renegotiation

The adoption of a higher valuation for the PP&E may compel
Wellman to renegotiate with Ableco Finance LLC, the terms for its
exit financing.

Wellman has already obtained a commitment from Ableco for a four-
year $175,000,000 senior secured financing facility, which it
intends to use for its general corporate needs, payment of fees
and expenses, and funding a portion of the payments that would be
made under its plan of reorganization.

The terms for the exit financing, however, requires that the new
first lien note issued to the First Lien Lenders should be less
than $125,000,000.

In an August 8, 2008 report filed with the U.S. Securities and
Exchange Commission, Wellman said that it would either
renegotiate the terms of the financing or agree on an acceptable
capital structure where the value of the note is less than
$125,000,000.  The company also said that there is no assurance
it would complete a plan of reorganization.

                          About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and
automobiles.  They manufacture resins and polyester staple fiber
a three major production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.


WELLMAN INC: Deadline for Disclosure Statement Approval is Today
----------------------------------------------------------------
Wellman Inc. and its debtor-affiliates amended its debtor-in-
possession credit agreement to move the deadline for obtaining
approval of its disclosure statement.

In a regulatory filing with the U.S. Securities and Exchange
Commission, Wellman Inc., disclosed that the deadline for
obtaining approval from the U.S. Bankruptcy Court for the Southern
District of New York has been pushed to September 15.

Wellman's $225,000,000 DIP credit agreement with Deutsche Bank
Trust Company Americas set a deadline for obtaining the Court's
approval of its disclosure statement and confirmation of the plan
of reorganization.  The company would default on its bankruptcy
loan if it fails to obtain the Court's approval.

Wellman has until October 10 to obtain an order confirming its
plan of reorganization.  Meanwhile, it is expected to emerge from
bankruptcy by October 20.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and
beverage packaging, apparel, home furnishings and automobiles.  
They manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No.
08-10595).  Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP,
in New York City, represents the Debtors.  Lazard Freres & Co.,
LLC, acts as the Debtors' financial advisors and investment
bankers.  Conway, Del Genio, Gries & Co., LLC, was also retained
as the Debtors' chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.


WILLIAM WRENN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Parker Wrenn, III
        Judith Currin Wrenn
        8109 Woodcrest Court
        Fuquay Varina, NC 27526

Bankruptcy Case No.: 08-06074

Chapter 11 Petition Date: September 8, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Jason L. Hendren, Esq.
                  bwood@bradynordgren.com
                  Brady, Nordgren, Morton & Malone, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Tel: (919) 782-3500
                  Fax: (919) 573-1430

Total Assets: $2,088,889

Total Liabilities: $5,437,763

A copy of the Debtor's petition, which includes a list of its 11
largest creditors, is available for free at:

              http://bankrupt.com/misc/nceb08-06074.pdf


WILSONS LEATHER: Faces Involuntary Chapter 7 Petition in Delaware
-----------------------------------------------------------------
A total of 13 landlords filed an involuntary chapter 7 bankruptcy
petition on Sept. 11, 2008, against PreVu Incorporated, known
until recently as Wilsons the Leather Experts Inc., William
Rochelle of Bloomberg News says.  The petition was filed with the   
U.S. Bankruptcy Court, District of Delaware (Wilmington), case
number, 08-12113.

As reported by the Troubled Company Reporter on July 10, 2008,
Wilsons sold 116 of its outlet store and e-commerce assets to AM
Retail Group Inc. for a total purchase price of about
$22.3 million.  The leases associated with Wilsons Leather's 116
outlet stores were assigned to AM Retail.  The sale is part of
Wilsons Leather's strategy to obtain capital to be used in the
launch of its new mall accessories store concept.  In connection
with these actions, Wilsons Leather will change its name to PreVu
Incorporated.

As of May 3, 2008, Wilsons Leather operated 228 stores located in
39 states, including 100 mall stores, 114 outlet stores and 14
airport stores.

Mr. Rochelle reports that 11 of the petitioners are affiliates of
mall owner General Growth Properties Inc.  The petitioners,
asserting at least $900,000, said that PreVu is "generally not
paying" debts as they come due, Mr. Rochelle adds.

              About Wilsons The Leather Experts Inc.

Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather
Experts Inc., (NASDAQ:WLSN) -- http://www.wilsonsleather.com/--  
is now knowns as PreVu Incorporated, is a specialty retailer of
leather outerwear, accessories and apparel in the United States.  

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


* S&P Junks 10 Class of Notes from CDO Transactions
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of notes from five collateralized debt obligation (CDO)
transactions and removed them from CreditWatch with negative
implications.

"We lowered seven of the ratings from four transactions following
notifications from the trustees of the liquidations of the
collateral of these transactions," S&P said.  "The four deals--
Stack 2007-1 Ltd., GSC ABS Funding 2006-3g Ltd., Aventine Hill CDO
I Ltd., and Vertical ABS CDO 2007-2 Ltd.--all experienced
events of default (EOD) due to the failure of an
overcollateralization-based EOD trigger.  In addition, we lowered
three ratings from Palmer Square 3 Ltd. due to redemption at the
option of the noteholders," S&P related.

Stack 2007-1 Ltd., Aventine Hill CDO I Ltd., and Vertical ABS CDO
2007-2 Ltd. are hybrid CDOs backed predominantly by mezzanine
residential mortgage-backed securities (RMBS); GSC ABS Funding
2006-3g Ltd. is a cash flow deal backed predominantly by mezzanine
RMBS; and Palmer Square 3 Ltd. is a cash flow CDO backed
predominantly by high-grade RMBS at the time of its origination.

Rating actions

                                            Rating
Transaction                    Class      To       From
-----------                    -----      --       ----
Vertical ABS CDO 2007-2 Ltd.   X          CC       CCC-/Watch Neg
Aventine Hill CDO I Ltd.       X          CC       B-/Watch Neg
Aventine Hill CDO I Ltd.       A1S        CC       CCC/Watch Neg
Palmer Square 3 Ltd.           X          CC       AA+/ Watch Neg  
Palmer Square 3 Ltd.           A-1M       CC       B-/Watch Neg     
Palmer Square 3 Ltd.           A-1Q       CC       B-/Watch Neg     
Stack 2007-1                   A-1A       CC       CCC/Watch Neg    
Stack 2007-1                   A-1B       CC       CCC-/Watch Neg       
GSC ABS Funding 2006-3g Ltd.   A-1-a      CC       CCC-/Watch Neg       
GSC ABS Funding 2006-3g Ltd.   A-1LT      CC       CCC-/Watch Neg

   
* S&P Junks 34 Class Certificates from U.S. Subprime RMBS
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 50
classes of mortgage pass-through certificates from eight U.S.
subprime residential mortgage-backed securities (RMBS)
transactions from various issuers. Concurrently, S&P affirmed its
ratings on 71 other classes of certificates from these
transactions and from two additional transactions.

The lowered ratings reflect S&P's lifetime loss expectations,
coupled with projected future deterioration in credit enhancement
due to the step-down features of the subprime RMBS transactions
issued in 2005.  As principal is released to the subordinate
classes of these transactions, available credit support to absorb
the projected losses in future periods decreases unless the
transactions' triggers fail.  Based on the current collateral
performance of these transactions,  S&P projects that future
credit enhancement percentages will be insufficient to maintain
the ratings at their previous levels.

As of the Aug. 25, 2008 distribution, cumulative losses for these
transactions ranged from 0.45% to 3.02% of each transaction's
original pool balance.  Total delinquencies ranged from 5.52% to
35.15% of the current pool balances, while severe delinquencies
(90-plus days, foreclosures, and REOs) ranged from 3.27% to 26.59%
of the current pool balances.

The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the ratings at their
current levels.  As of the August 2008 remittance report, credit
support for these classes ranged from 1.97% to 100.51% of the
current pool balances.  In comparison, the ratio of current credit
enhancement to original enhancement ranged from 0.74x to 4.34x.

A combination of subordination, excess interest, and
Overcollateralization provide credit enhancement for these
transactions.  The collateral supporting these series consist of
subprime pools of fixed- and adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.

Rating actions

Ameriquest Mortgage Securities Inc.
Series    2005-R9
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        03072SQ57     A              AA-
M-4        03072SQ65     BBB            A+
M-5        03072SQ73     BB             A
M-6        03072SQ81     B              A-
M-7        03072SQ99     CCC            BBB
M-8        03072SR23     CCC            BB
M-9        03072SR31     CCC            B
M-10       03072SR49     CCC            B-
M-11       03072SR56     CC             CCC

Centex Home Equity Loan Trust 2005-C
Series    2005-C
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
B-2        152314PC8     BB             BBB-

National City Mortgage Loan Trust 2005-1
Series    2005-1
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        635420AC6     CCC            A-
M-4        635420AD4     CCC            BBB+

RASC Series 2005-EMX2 Trust
Series 2005-EMX2
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        76110W2K1     BBB            AA-
M-5        76110W2L9     BB             A+
M-6        76110W2M7     B              A
M-7        76110W2N5     CCC            BBB+
M-8        76110W2P0     CCC            BBB
M-9        76110W2Q8     CCC            BBB-
B          76110W2R6     CCC            BB+

Saxon Asset Securities Trust 2005-2
Series 2005-2
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-4        805564SF9     BB             A+
M-5        805564SG7     B              A
M-6        805564SH5     CCC            A-
B-1        805564SJ1     CCC            BBB+
B-2        805564SK8     CCC            BBB
B-3        805564SL6     CCC            BBB-

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
NC2
Series 2005-NC2
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M3         86359DCP0     A              AA+
M4         86359DCQ8     B              AA
M5         86359DCR6     CCC            AA
M6         86359DCS4     CCC            A+
M7         86359DCT2     CCC            A
M8         86359DCU9     CCC            A-
M9         86359DCV7     CCC            BBB-
M10        86359DCW5     CC             B+
B          86359DCX3     CC             CCC

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
WF2
Series 2005-WF2
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M3         86359DDD6     A              AA-
M4         86359DDE4     BBB            A+
M5         86359DDF1     B              A
M6         86359DDG9     CCC            A-
M7         86359DDH7     CCC            BBB+
M8         86359DDJ3     CCC            BBB
M9         86359DDK0     CCC            BBB-
B1         86359DDL8     CCC            BB+
B2         86359DDM6     CC             B

Terwin Mortgage Trust 2005-8HE
Series 2005-8HE
                              Rating
Class      CUSIP         To             From
-----      -----         --             ----
M-3        881561UK8     BBB            AA
M-4        881561UL6     B              AA-
M-5        881561UM4     CCC            A+
M-6        881561UN2     CCC            A
M-7        881561UP7     CCC            A-
B-1        881561UQ5     CC             BBB+
B-2        881561UR3     CC             BB+

RATINGS AFFIRMED

ABFC 2005-AQ1 Trust
Series 2005-AQ1
Class      CUSIP         Rating
-----      -----         ------
A-2        04542BMQ2     AAA
A-3        04542BMR0     AAA
A-4        04542BMS8     AAA
A-5        04542BMT6     AAA
A-6        04542BMU3     AAA
M-1        04542BMV1     AA
M-2        04542BMW9     A
M-3        04542BMX7     A-
M-4        04542BMY5     BBB+
M-5        04542BMZ2     BBB
M-6        04542BNA6     BBB-
B-1        04542BMM1     BB+
B-2        04542BMN9     BB

Ameriquest Mortgage Securities Inc.
Series 2005-R9
Class      CUSIP         Rating
-----      -----         ------
AV-1       03072SN92     AAA
AV-2B      03072SP33     AAA
AV-2C      03072SP41     AAA
AF-2       03072SP66     AAA
AF-3       03072SP74     AAA
AF-4       03072SP82     AAA
AF-5       03072SP90     AAA
AF-6       03072SQ24     AAA
M-1        03072SQ32     AA+
M-2        03072SQ40     AA

Bear Stearns Asset Backed Securities I Trust 2005-TC1
Series 2005-TC1
Class      CUSIP         Rating
-----      -----         ------
A-2        073879VD7     AAA
A-3        073879VE5     AAA
M-1        073879VF2     AA
M-2        073879VG0     A+
M-3        073879VH8     A
M-4        073879VJ4     A-
M-5        073879VK1     BBB+
M-6        073879VL9     BBB
M-7        073879VM7     BBB-
M-8        073879VN5     BB+

Centex Home Equity Loan Trust 2005-C
Series 2005-C
Class      CUSIP         Rating
-----      -----         ------
AF-4       152314NN6     AAA
AF-5       152314NP1     AAA
AF-6       152314NQ9     AAA
M-1        152314NU0     AA+
M-2        152314NV8     AA
M-3        152314NW6     AA-
M-4        152314NX4     A+
M-5        152314NY2     A
M-6        152314NZ9     A-
M-7        152314PA2     BBB+
B-1        152314PB0     BBB

National City Mortgage Loan Trust 2005-1
Series 2005-1
Class      CUSIP         Rating
-----      -----         ------
A          635420AF9     AA
M-1        635420AA0     A+
M-2        635420AB8     A
M-5        635420AE2     BBB

RASC Series 2005-EMX2 Trust
Series 2005-EMX2
Class      CUSIP         Rating
-----      -----         ------
A-3        76110W2E5     AAA
A-4        76110W2F2     AAA
M-1        76110W2G0     AA+
M-2        76110W2H8     AA
M-3        76110W2J4     AA

Saxon Asset Securities Trust 2005-2
Series 2005-2
Class      CUSIP         Rating
-----      -----         ------
A-1A       805564RW3     AAA
A-1B       805564RX1     AAA
A-2D       805564SB8     AAA
M-1        805564SC6     AA+
M-2        805564SD4     AA
M-3        805564SE2     AA-

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
NC2
Series 2005-NC2
Class      CUSIP         Rating
-----      -----         ------
A1         86359DCE5     AAA
A2         86359DCF2     AAA
A4         86359DCH8     AAA
M1         86359DCM7     AAA
M2         86359DCN5     AA+

Structured Asset Securities Corporation Mortgage Loan Trust 2005-
WF2
Series 2005-WF2
Class      CUSIP         Rating
-----      -----         ------
A3         86359DDA2     AAA
M1         86359DDB0     AA+
M2         86359DDC8     AA

Terwin Mortgage Trust 2005-8HE
Series 2005-8HE
Class      CUSIP         Rating
-----      -----         ------
A-2        881561UF9     AAA
A-3        881561UG7     AAA
M-1        881561UH5     AAA
M-2        881561UJ1     AA+


* Proskauer Rose to Open Offices in Hong Kong and Beijing
---------------------------------------------------------
Proskauer Rose LLP, an international law firm with more than 750
lawyers worldwide, announced its continued expansion with the
impending opening of its 12th and 13th offices, first in Hong Kong
and later in Beijing. In the past year, the firm opened in London
and SAGBPo Paulo, while substantially expanding its presence in
Paris.  Earlier this year, Proskauer also opened in Chicago, its
eighth office in the U.S.

Former Heller Ehrman partners Ying Li, who led the firm's China
Business Practice, and Joseph Cha, who led its Beijing office and
its Asian Private Equity and Fund Formation Practice, have joined
Proskauer as partners.

Yuval Tal, a New York corporate partner who is an integral part of
Proskauer's internationally recognized Lodging & Gaming Practice,
will become resident partner in the soon-to-be-opened Hong Kong
office.  All three will lead the firm's entry into the region and
help serve its clients as they build their businesses in China.
"The Chinese and Pacific Rim economies are expanding at a robust
rate, with projections showing that business activity in the area
likely will equal and even surpass that of the U.S. and the EU in
the not-too-distant future," said Allen I. Fagin, Chairman of
Proskauer.  "This has not been lost on our clients, who also are
expanding into Asia.  It is essential that we be there too, not
only to meet their needs, but to capitalize on the many other
opportunities available to us."

The firm will enter Asia with three of its top-tier practices, all
of which already have significant exposure in the market: lodging
and gaming, a booming sector across the region; sports law,
another growth industry as symbolized the Beijing Olympics and the
increasing globalization of the world's sports leagues; and
investment funds as private equity, hedge and sovereign wealth
vehicles search out and capitalize on the multitude of
opportunities in the region.

Ronald R. Papa, Chair of Proskauer's Corporate Department, said
one of the keys to the success of the firm's expansion into China
are the three lawyers who will lead the way.  "[Messrs Li and Cha]
are excellent lawyers with extensive backgrounds representing
high-profile clients in major cross-border transactions and other
complex matters," said Mr. Papa.  "Similarly, Yuval has
significant experience representing international clients,
particularly in the hospitality and investment fund industries, on
a range of corporate and securities matters. We are confident that
these exceptional lawyers will lead the way in the development of
our China business practice."

Mr. Tal has a significant practice representing U.S. and foreign
clients in diverse industries in connection with financing,
mergers and acquisitions (public and private, debt and equity),
reorganizations and structured finance.  As a member of the firm's
Lodging and Gaming Practice Group, he has worked on transactions
involving hotel development and construction, licensing and
franchising, management, acquisition and sale, restructuring and
public offerings involving hotel and casino companies including
Accor, Caesar's/Harrah's, Colony Capital, Garret Group, Hilton,
Hyatt, Inter-Continental, Raffles, Starwood Capital, Starwood
Hotels & Resorts, Swissotel, Wyndham and many others, both in and
outside the U.S.

Mr. Tal has also represented numerous private equity and venture
capital funds in the U.S., Europe and Israel including J.P. Morgan
and DLJ, among others, in the structuring, restructuring,
management and disposition of investments.  A former clerk for the
Chief Justice of the Israeli Supreme Court and a Fulbright
Scholar, he received LL.M. and J.S.D. degrees from the University
of Chicago and completed legal studies at Hebrew University.
Mr. Li has been based in China and Hong Kong for 14 years.  He has
advised multinational companies extensively on cross-border
transactions involving Chinese foreign joint ventures, wholly
foreign-owned enterprises, partnerships and technology transfer.
He has extensive experience working with clients in connection
with real estate and hospitality matters as well as with cross-
border transactions, private equity, venture capital financing and
fund formations.

A former law professor at the People's University School of Law in
Beijing and a visiting scholar at Harvard Law School, Mr. Li is a
frequent speaker on legal and regulatory developments related to
M&A and corporate finance in China.  He earned his law degrees
from Peking University and Harvard University.

Mr. Cha has been based in China, Hong Kong and Singapore for more
than 10 years, having represented numerous Asia-based limited
partners in fund investments and advised several Asia-based
sponsors in the formation, funding, and operation of complex,
multi-tiered venture and private equity funds.  He has also
represented funds and private companies, both in the U.S. and
Asia, in connection with corporate transactions and entering new
markets in Asia and the Pacific Rim region.  Earlier in his
career, Mr. Cha was in-house counsel to Intel Capital in Hong
Kong.  A graduate of SUNY Albany, he earned law degrees from the
Whittier College School of Law and New York University School of
Law.

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in  
1875, is an international law firm providing a wide variety of
legal services to clients worldwide from offices in Boca Raton,
Boston, Chicago, London, Los Angeles, New Orleans, New York,
Newark, Paris, Sao Paulo, and Washington, D.C.  The firm has wide
experience in all areas of practice important to businesses and
individuals including corporate finance, mergers and acquisitions,
general commercial litigation, corporate governance matters,
conducting internal corporate investigations, white collar
criminal defense, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
Internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* BOND PRICING: For the Week of Aug. 4 - Aug. 8, 2008
-----------------------------------------------------
Issuer                     Coupon    Maturity          Bid Price
------                     ------    --------          ---------
AIRTRAN HOLDING            5.500%    4/15/2015             67.58
AIRTRAN HOLDINGS           7.000%    7/1/2023              65.63
ABC RAIL PRODUCT          10.500%    1/15/2004             99.98
ABC RAIL PRODUCT          10.500%    12/31/2004            99.98
BOWATER INC                9.500%    10/15/2012            60.50
BOWATER INC                6.500%    6/15/2013             53.00
BOWATER INC                9.375%    12/15/2021            53.29
AMBAC INC                  5.950%    12/5/2035             64.00
AMBAC INC                  6.150%    2/7/2087              42.45
AMERICREDIT CORP           0.750%    9/15/2011             60.38
AMERICREDIT CORP           2.125%    9/15/2013             59.75
ACCURIDE CORP              8.500%    2/1/2015              70.38
ALESCO FINANCIAL           7.625%    5/15/2027             54.50
ATHEROGENICS INC           4.500%    3/1/2011              12.50
ATHEROGENICS INC           1.500%    2/1/2012              11.00
ASSURED GUARANTY           6.400%    12/15/2066            67.21
AHERN RENTALS              9.250%    8/15/2013             66.01
AMER GENL FIN              5.400%    12/1/2015             70.50
AMER INTL GROUP            5.450%    5/18/2017             65.00
AMER GENL FIN              6.900%    12/15/2017            74.10
AMER INTL GROUP            5.850%    1/16/2018             62.90
AMER INTL GROUP            4.875%    3/15/2067             44.78
AMER INTL GROUP            5.750%    3/15/2067             45.69
ALLEGIANCE TEL            11.750%    2/15/2008              0.00
ALLEGIANCE TEL            12.875%    5/15/2008              0.00
ALION SCIENCE             10.250%    2/1/2015              65.03
LUCENT TECH                6.500%    1/15/2028             68.00
AMD                        5.750%    8/15/2012             68.30
AMD                        6.000%    5/1/2015              56.85
AMD                        6.000%    5/1/2015              56.70
AMES TRUE TEMPER          10.000%    7/15/2012             61.50
AMBASSADORS INTL           3.750%    4/15/2027             42.63
AMR CORP                   9.200%    1/30/2012             57.00
AMR CORP                   9.000%    8/1/2012              71.00
AMR CORP                   9.000%    9/15/2016             65.94
AMR CORP                  10.200%    3/15/2020             45.00
AMR CORP                  10.150%    5/15/2020             49.95
AMR CORP                   9.880%    6/15/2020             52.47
AMR CORP                  10.000%    4/15/2021             58.40
AMR CORP                   9.750%    8/15/2021             57.20
AMR CORP                   9.800%    10/1/2021             59.75
ASHTON WOODS USA           9.500%    10/1/2015             58.25
ASPECT MEDICAL             2.500%    6/15/2014             57.25
AVENTINE RENEW            10.000%    4/1/2017              62.50
AMER AXLE & MFG            5.250%    2/11/2014             60.75
AMER AXLE & MFG            7.875%    3/1/2017              64.00
BANK NEW ENGLAND           8.750%    4/1/1999               5.75
BANK NEW ENGLAND           9.875%    9/15/1999              4.95
BBN CORP                   6.000%    4/1/2012               0.01
BB&T CAPT TR IV            6.820%    6/12/2057             69.00
BURLINGTON COAT           11.125%    4/15/2014             69.06
BUDGET GROUP INC           9.125%    4/1/2006               0.09
BEARINGPOINT INC           4.100%    12/15/2024            33.40
BALLY TOTAL FITN          13.000%    7/15/2011             45.00
BANKUNITED CAP             3.125%    3/1/2034              23.00
BURLINGTON NORTH           3.200%    1/1/2045              55.87
NORTHERN PAC RY            3.000%    1/1/2047              51.88
NORTHERN PAC RY            3.000%    1/1/2047              52.63
BUFFETS INC               12.500%    11/1/2014              3.00
BOISE CASCADE              7.125%    10/15/2014            69.50
BAUSCH & LOMB              7.125%    8/1/2028              66.50
BON-TON DEPT STR          10.250%    3/15/2014             42.50
BRODER BROS CO            11.250%    10/15/2010            67.50
BEAZER HOMES USA           6.500%    11/15/2013            67.50
BEAZER HOMES USA           6.875%    7/15/2015             67.50
BEAZER HOMES USA           8.125%    6/15/2016             68.50
AVIS BUDGET CAR            7.750%    5/15/2016             73.63
COGENT COMMUNICA           1.000%    6/15/2027             46.82
COMPUCREDIT                3.625%    5/30/2025             33.75
COMPUCREDIT                5.875%    11/30/2035            33.69
CLEAR CHANNEL              5.000%    3/15/2012             59.87
CLEAR CHANNEL              5.750%    1/15/2013             55.88
CLEAR CHANNEL              5.500%    9/15/2014             46.50
CLEAR CHANNEL              4.900%    5/15/2015             45.00
CLEAR CHANNEL              5.500%    12/15/2016            46.00
CLEAR CHANNEL              6.875%    6/15/2018             47.06
CLEAR CHANNEL              7.250%    10/15/2027            45.35
COEUR D'ALENE              3.250%    3/15/2028             61.60
CELL GENESYS INC           3.125%    11/1/2011             41.50
CHANDLER USA INC           8.750%    7/16/2014             70.00
CHAMPION ENTERPR           2.750%    11/1/2037             61.76
WHEELING-PITT ST           5.000%    8/1/2011              60.00
CHARMING SHOPPES           1.125%    5/1/2014              66.00
CHS ELECTRONICS            9.875%    4/15/2005             99.98
CHARTER COMM HLD          11.125%    1/15/2011             56.16
CHARTER COMM HLD          10.000%    5/15/2011             62.75
CHARTER COMM HLD          11.750%    5/15/2011             65.00
CCH I LLC                 11.125%    1/15/2014             50.25
CCH I LLC                  9.920%    4/1/2014              50.00
CCH I LLC                 10.000%    5/15/2014             46.50
CHARTER COMM INC           6.500%    10/1/2027             37.43
CIENA CORP                 0.250%    5/1/2013              64.25
CIENA CORP                 0.875%    6/15/2017             54.03
CIT GROUP INC              5.250%    11/15/2011            68.00
CIT GROUP INC              7.250%    3/15/2013             68.68
CIT GROUP INC              6.150%    4/15/2013             70.00
CIT GROUP INC              6.050%    5/15/2013             70.00
CIT GROUP INC              4.650%    7/15/2013             63.79
CIT GROUP INC              5.000%    2/13/2014             66.00
CIT GROUP INC              5.125%    9/30/2014             67.18
CIT GROUP INC              5.000%    2/1/2015              67.25
CIT GROUP INC              5.400%    1/30/2016             70.40
CIT GROUP INC              6.100%    6/15/2016             67.91
CIT GROUP INC              5.850%    9/15/2016             66.50
CIT GROUP INC              5.950%    9/15/2016             59.00
CIT GROUP INC              6.050%    9/15/2016             62.46
CIT GROUP INC              6.000%    11/15/2016            61.74
CIT GROUP INC              5.800%    12/15/2016            60.31
CIT GROUP INC              5.650%    2/13/2017             69.15
CIT GROUP INC              5.750%    3/15/2017             62.83
CIT GROUP INC              6.250%    11/15/2017            59.76
CIT GROUP INC              6.150%    9/15/2021             59.00
CIT GROUP INC              6.250%    9/15/2021             63.08
CIT GROUP INC              6.250%    11/15/2021            58.03
CIT GROUP INC              5.950%    2/15/2022             58.00
CIT GROUP INC              5.900%    3/15/2022             46.50
CIT GROUP INC              6.000%    5/15/2022             50.35
CIT GROUP INC              6.100%    3/15/2067             36.00
COLLINS & AIKMAN          10.750%    12/31/2011             0.01
CLAIRE'S STORES            9.250%    6/1/2015              47.00
CLAIRE'S STORES            9.625%    6/1/2015              31.50
CLAIRE'S STORES           10.500%    6/1/2017              41.63
COMERICA CAP TR            6.576%    2/20/2037             50.00
CMP SUSQUEHANNA            9.875%    5/15/2014             63.50
NEW PLAN REALTY            7.970%    8/14/2026             61.38
NEW PLAN REALTY            7.650%    11/2/2026             55.00
NEW PLAN REALTY            7.680%    11/2/2026             63.00
NEW PLAN REALTY            6.900%    2/15/2028             62.38
NEW PLAN REALTY            6.900%    2/15/2028             62.51
NEW PLAN EXCEL             7.500%    7/30/2029             62.26
NEW ORL GRT N RR           5.000%    7/1/2032              55.21
CONSTAR INTL              11.000%    12/1/2012             25.00
HIBERNIA CORP              5.350%    5/1/2014              64.80
CAPITAL 1 IV               6.745%    2/17/2037             66.69
COOPER-STANDARD            8.375%    12/15/2014            68.75
COMPLETE MGMT              8.000%    8/15/2003             99.98
CELL THERAPEUTIC           5.750%    12/15/2011            10.25
DELTA AIR LINES            8.000%    12/1/2015             42.00
DECODE GENETICS            3.500%    4/15/2011             32.10
DILLARD DEPT STR           7.750%    7/15/2026             68.55
DELTA MILLS INC            9.625%    9/1/2007               9.00
DELPHI CORP                6.500%    8/15/2013             14.00
DELPHI CORP                8.250%    10/15/2033             0.50
DELPHI CORP                6.197%    11/15/2033             0.88
EPIX MEDICAL INC           3.000%    6/15/2024             60.75
ENCOMPASS SERVIC          10.500%    5/1/2009               0.01
EXODUS COMM INC            5.250%    2/15/2008              0.01
EXODUS COMM INC            4.750%    7/15/2008              0.01
ADVANCED MED OPT           3.250%    8/1/2026              69.84
ADVANCED MED OPT           3.250%    8/1/2026              69.73
FORD MOTOR CRED            5.000%    1/20/2011             70.00
FORD MOTOR CRED            5.000%    2/22/2011             69.21
FORD MOTOR CRED            5.100%    2/22/2011             70.35
FORD MOTOR CRED            5.200%    3/21/2011             66.55
FORD MOTOR CRED            5.200%    3/21/2011             67.93
FORD MOTOR CRED            5.300%    3/21/2011             68.96
FORD MOTOR CRED            5.450%    4/20/2011             69.00
FORD MOTOR CRED            5.500%    4/20/2011             67.65
FORD MOTOR CRED            5.700%    5/20/2011             69.00
FORD MOTOR CRED            6.150%    5/20/2011             70.00
FORD MOTOR CRED            6.200%    5/20/2011             70.00
FORD MOTOR CRED            6.100%    6/20/2011             68.64
FORD MOTOR CRED            6.250%    6/20/2011             68.33
FORD MOTOR CRED            6.250%    6/20/2011             69.19
FORD MOTOR CRED            5.650%    7/20/2011             67.86
FORD MOTOR CRED            5.900%    7/20/2011             67.84
FORD MOTOR CRED            5.900%    7/20/2011             70.25
FORD MOTOR CRED            5.600%    8/22/2011             63.99
FORD MOTOR CRED            5.750%    8/22/2011             68.00
FORD MOTOR CRED            5.800%    8/22/2011             67.00
US LEASING INTL            6.000%    9/6/2011              62.00
FORD MOTOR CRED            5.250%    9/20/2011             60.00
FORD MOTOR CRED            5.400%    9/20/2011             68.00
FORD MOTOR CRED            5.500%    9/20/2011             65.82
FORD MOTOR CRED            5.550%    9/20/2011             64.41
FORD MOTOR CRED            5.600%    9/20/2011             64.13
FORD MOTOR CRED            5.400%    10/20/2011            59.98
FORD MOTOR CRED            5.400%    10/20/2011            65.00
FORD MOTOR CRED            5.450%    10/20/2011            64.88
FORD MOTOR CRED            5.500%    10/20/2011            65.00
FORD MOTOR CRED            5.600%    11/21/2011            63.92
FORD MOTOR CRED            5.650%    12/20/2011            66.10
FORD MOTOR CRED            5.700%    12/20/2011            65.37
FORD MOTOR CRED            5.750%    12/20/2011            63.17
FORD MOTOR CRED            5.700%    1/20/2012             63.85
FORD MOTOR CRED            5.850%    1/20/2012             64.19
FORD MOTOR CRED            6.000%    1/20/2012             62.49
FORD MOTOR CRED            7.300%    1/23/2012             62.00
FORD MOTOR CRED            5.750%    2/21/2012             60.00
FORD MOTOR CRED            5.900%    2/21/2012             63.72
FORD MOTOR CRED            6.250%    2/21/2012             64.54
FORD MOTOR CRED            6.050%    3/20/2012             59.81
FORD MOTOR CRED            6.250%    3/20/2012             68.68
FORD MOTOR CRED            6.600%    3/20/2012             69.66
FORD MOTOR CRED            7.350%    5/15/2012             61.11
FORD MOTOR CRED            7.000%    8/15/2012             60.50
FORD MOTOR CRED            6.520%    3/10/2013             53.50
FORD MOTOR CRED            6.850%    9/20/2013             57.33
FORD MOTOR CRED            7.050%    9/20/2013             66.36
FORD MOTOR CRED            7.100%    9/20/2013             55.61
FORD MOTOR CRED            7.100%    9/20/2013             55.49
FORD MOTOR CRED            6.600%    10/21/2013            59.00
FORD MOTOR CRED            6.650%    10/21/2013            56.08
FORD MOTOR CRED            6.750%    10/21/2013            54.72
FORD MOTOR CRED            6.250%    12/20/2013            54.70
FORD MOTOR CRED            6.250%    12/20/2013            54.23
FORD MOTOR CRED            6.500%    12/20/2013            49.50
FORD MOTOR CRED            6.550%    12/20/2013            55.11
FORD MOTOR CRED            5.650%    1/21/2014             52.80
FORD MOTOR CRED            5.750%    1/21/2014             47.88
FORD MOTOR CRED            6.000%    1/21/2014             52.90
FORD MOTOR CRED            5.750%    2/20/2014             50.00
FORD MOTOR CRED            5.750%    2/20/2014             54.75
FORD MOTOR CRED            5.900%    2/20/2014             55.75
FORD MOTOR CRED            6.050%    2/20/2014             53.95
FORD MOTOR CRED            6.000%    3/20/2014             51.67
FORD MOTOR CRED            6.000%    3/20/2014             52.00
FORD MOTOR CRED            6.000%    3/20/2014             51.34
FORD MOTOR CRED            6.000%    3/20/2014             52.28
FORD MOTOR CRED            6.050%    3/20/2014             50.00
FORD MOTOR CRED            6.050%    4/21/2014             52.69
FORD MOTOR CRED            6.200%    4/21/2014             54.25
FORD MOTOR CRED            6.250%    4/21/2014             51.50
FORD MOTOR CRED            6.350%    4/21/2014             54.10
FORD MOTOR CRED            6.300%    5/20/2014             53.22
FORD MOTOR CRED            6.300%    5/20/2014             50.50
FORD MOTOR CRED            6.850%    5/20/2014             53.21
FORD MOTOR CRED            6.950%    5/20/2014             55.00
FORD MOTOR CRED            6.650%    6/20/2014             51.64
FORD MOTOR CRED            6.750%    6/20/2014             51.86
FORD MOTOR CRED            6.800%    6/20/2014             54.00
FORD MOTOR CRED            6.800%    6/20/2014             51.70
FORD MOTOR CRED            6.850%    6/20/2014             53.20
FORD MOTOR CRED            6.550%    7/21/2014             52.51
FORD MOTOR CRED            6.000%    11/20/2014            49.29
FORD MOTOR CRED            6.000%    11/20/2014            50.65
FORD MOTOR CRED            6.000%    11/20/2014            47.00
FORD MOTOR CRED            6.050%    12/22/2014            50.37
FORD MOTOR CRED            6.050%    12/22/2014            48.70
FORD MOTOR CRED            6.050%    12/22/2014            49.27
FORD MOTOR CRED            6.150%    12/22/2014            53.00
FORD MOTOR CRED            6.000%    1/20/2015             48.61
FORD MOTOR CRED            6.150%    1/20/2015             49.13
FORD MOTOR CRED            6.250%    1/20/2015             52.40
FORD MOTOR CRED            6.000%    2/20/2015             50.98
FORD MOTOR CRED            6.050%    2/20/2015             49.99
FORD MOTOR CRED            6.100%    2/20/2015             44.88
FORD MOTOR CRED            6.500%    2/20/2015             53.38
FORD MOTOR CRED            6.200%    3/20/2015             50.00
FORD MOTOR CRED            6.250%    3/20/2015             51.98
FORD MOTOR CRED            6.500%    3/20/2015             50.60
FORD MOTOR CRED            6.800%    3/20/2015             49.00
FORD MOTOR CRED            7.350%    3/20/2015             51.00
FORD MOTOR CRED            7.300%    4/20/2015             50.66
FORD MOTOR CRED            7.900%    5/18/2015             55.75
FORD MOTOR CRED            7.350%    9/15/2015             55.93
FORD MOTOR CRED            7.550%    9/30/2015            100.40
FORD MOTOR CRED            7.250%    7/20/2017             48.02
FORD MOTOR CRED            7.250%    7/20/2017             50.14
FORD MOTOR CRED            7.400%    8/21/2017             49.30
FORD MOTOR CO              6.500%    8/1/2018              52.21
FORD HOLDINGS              9.375%    3/1/2020              55.00
FORD MOTOR CO              9.215%    9/15/2021             53.50
FORD MOTOR CO              8.875%    1/15/2022             55.50
FORD MOTOR CO              7.125%    11/15/2025            48.50
FORD MOTOR CO              7.500%    8/1/2026              46.50
FORD MOTOR CO              6.625%    2/15/2028             44.50
FORD MOTOR CO              6.625%    10/1/2028             50.50
FORD MOTOR CO              6.375%    2/1/2029              45.00
FORD HOLDINGS              9.300%    3/1/2030              57.00
FORD MOTOR CO              7.450%    7/16/2031             57.75
FORD MOTOR CO              8.900%    1/15/2032             52.00
FORD MOTOR CO              9.950%    2/15/2032             54.00
FORD MOTOR CRED            7.500%    8/20/2032             54.00
FORD MOTOR CO              4.250%    12/15/2036            71.38
FORD MOTOR CO              7.750%    6/15/2043             44.54
FORD MOTOR CO              7.400%    11/1/2046             47.50
FORD MOTOR CO              9.980%    2/15/2047             60.25
FORD MOTOR CO              7.700%    5/15/2097             45.75
FRANKLIN BANK              4.500%    5/1/2027              26.50
FIRST DATA CORP            5.625%    11/1/2011             57.50
FIRST DATA CORP            4.700%    8/1/2013              56.00
FIRST DATA CORP            4.850%    10/1/2014             45.00
FIRST DATA CORP            4.950%    6/15/2015             42.63
FIRST TENN CAP             8.070%    1/6/2027              56.00
FIFTH THIRD BANC           4.500%    6/1/2018              66.25
FIFTH THIRD CAP            6.500%    4/15/2037             49.00
FEDDERS NORTH AM           9.875%    3/1/2014               1.25
FREMONT GEN CORP           7.875%    3/17/2009             51.00
FINLAY FINE JWLY           8.375%    6/1/2012              29.00
FINOVA GROUP               7.500%    11/15/2009            12.13
FRONTIER AIRLINE           5.000%    12/15/2025            25.00
CITIZENS UTIL CO           7.000%    11/1/2025             64.76
CITIZENS UTIL CO           7.450%    7/1/2035              70.00
CITIZENS UTIL CO           7.050%    10/1/2046             60.40
FIBERTOWER CORP            9.000%    11/15/2012            65.00
FIVE STAR QUALIT           3.750%    10/15/2026            61.00
MEDIANEWS GROUP            6.875%    10/1/2013             42.00
GOLDEN BOOKS PUB          10.750%    12/31/2004             0.01
GLOBAL INDUS LTD           2.750%    8/1/2027              58.33
GLOBAL INDUS LTD           2.750%    8/1/2027              59.25
GENERAL MOTORS             7.200%    1/15/2011             72.00
GENERAL MOTORS             9.450%    11/1/2011             63.50
GENERAL MOTORS             7.125%    7/15/2013             63.00
GENERAL MOTORS             7.700%    4/15/2016             56.00
GENERAL MOTORS             8.800%    3/1/2021              57.00
GENERAL MOTORS             9.400%    7/15/2021             56.75
GENERAL MOTORS             8.250%    7/15/2023             52.00
GENERAL MOTORS             8.100%    6/15/2024             52.25
GENERAL MOTORS             7.400%    9/1/2025              51.50
GENERAL MOTORS             6.750%    5/1/2028              46.00
GENERAL MOTORS             8.375%    7/15/2033             53.88
GENERAL MOTORS             7.375%    5/23/2048             42.53
GMAC                       5.850%    2/15/2010             69.00
GMAC                       8.000%    6/15/2010             68.39
GMAC                       8.500%    10/15/2010            64.36
GMAC LLC                   6.000%    4/1/2011              64.03
GMAC                       6.750%    9/15/2011             59.83
GMAC                       6.625%    10/15/2011            56.52
GMAC                       6.750%    10/15/2011            62.75
GMAC                       6.750%    10/15/2011            56.58
GMAC                       7.000%    10/15/2011            60.37
GMAC LLC                   6.000%    12/15/2011            65.00
GMAC LLC                   6.500%    5/15/2012             61.46
GMAC LLC                   6.625%    5/15/2012             61.00
GMAC LLC                   6.500%    6/15/2012             61.64
GMAC LLC                   6.500%    6/15/2012             61.64
GMAC LLC                   6.600%    6/15/2012             61.90
GMAC LLC                   6.600%    6/15/2012             61.90
GMAC                       6.500%    7/15/2012             53.00
GMAC LLC                   6.700%    7/15/2012             61.59
GMAC LLC                   6.750%    7/15/2012             51.90
GMAC LLC                   7.000%    7/15/2012             62.37
GMAC LLC                   7.100%    7/15/2012             52.25
GMAC LLC                   7.150%    7/15/2012             59.26
GMAC                       7.125%    8/15/2012             51.83
GMAC                       7.250%    8/15/2012             57.24
GMAC                       6.875%    8/28/2012             63.00
GMAC                       6.750%    9/15/2012             51.38
GMAC                       6.750%    9/15/2012             51.34
GMAC                       7.000%    9/15/2012             50.24
GMAC                       7.100%    9/15/2012             51.50
GMAC                       8.250%    9/15/2012             56.36
GMAC                       6.750%    10/15/2012            50.88
GMAC                       6.875%    10/15/2012            56.69
GMAC                       7.000%    10/15/2012            51.00
GMAC                       7.500%    10/15/2012            49.00
GMAC                       7.750%    10/15/2012            50.00
GMAC                       7.000%    11/15/2012            49.35
GMAC                       7.150%    11/15/2012            47.50
GMAC                       7.625%    11/15/2012            51.45
GMAC                       7.875%    11/15/2012            51.20
GMAC                       7.000%    12/15/2012            51.50
GMAC                       7.125%    12/15/2012            50.79
GMAC                       7.250%    12/15/2012            50.70
GMAC                       7.250%    12/15/2012            51.01
GMAC                       7.000%    1/15/2013             49.94
GMAC                       7.100%    1/15/2013             50.00
GMAC                       7.100%    1/15/2013             49.63
GMAC                       6.450%    2/15/2013             45.00
GMAC                       6.500%    2/15/2013             46.00
GMAC                       6.650%    2/15/2013             47.75
GMAC                       6.800%    2/15/2013             47.00
GMAC                       6.250%    3/15/2013             48.75
GMAC                       6.300%    3/15/2013             47.25
GMAC                       6.400%    3/15/2013             45.51
GMAC                       6.500%    3/15/2013             47.00
GMAC                       6.500%    4/15/2013             48.86
GMAC                       6.750%    4/15/2013             46.50
GMAC                       6.750%    4/15/2013             45.50
GMAC                       6.800%    4/15/2013             47.70
GMAC                       6.875%    4/15/2013             47.00
GMAC                       5.850%    5/15/2013             42.50
GMAC                       6.100%    5/15/2013             52.76
GMAC                       6.350%    5/15/2013             44.53
GMAC                       6.500%    5/15/2013             46.00
GMAC                       5.700%    6/15/2013             42.00
GMAC                       5.850%    6/15/2013             43.85
GMAC                       5.850%    6/15/2013             43.00
GMAC                       5.850%    6/15/2013             43.11
GMAC                       6.500%    6/15/2013             43.00
GMAC                       6.000%    7/15/2013             42.50
GMAC                       6.250%    7/15/2013             45.00
GMAC                       6.375%    8/1/2013              45.66
GMAC                       6.500%    8/15/2013             49.69
GMAC                       6.150%    9/15/2013             43.36
GMAC                       5.700%    10/15/2013            49.50
GMAC                       6.250%    10/15/2013            43.38
GMAC                       6.300%    10/15/2013            43.50
GMAC                       6.000%    11/15/2013            44.00
GMAC                       6.100%    11/15/2013            43.00
GMAC                       6.150%    11/15/2013            39.80
GMAC                       6.200%    11/15/2013            43.88
GMAC                       6.250%    11/15/2013            49.50
GMAC                       6.300%    11/15/2013            44.50
GMAC                       6.500%    11/15/2013            46.50
GMAC                       5.700%    12/15/2013            39.00
GMAC                       5.900%    12/15/2013            43.50
GMAC                       5.900%    12/15/2013            38.25
GMAC                       6.000%    12/15/2013            40.67
GMAC                       6.150%    12/15/2013            41.00
GMAC                       5.250%    1/15/2014             43.00
GMAC                       5.350%    1/15/2014             44.00
GMAC                       5.750%    1/15/2014             42.25
GMAC                       6.375%    1/15/2014             42.00
GMAC                       6.700%    5/15/2014             40.00
GMAC                       6.700%    5/15/2014             41.00
GMAC                       6.700%    6/15/2014             44.00
GMAC                       6.750%    6/15/2014             45.00
GMAC                       6.750%    12/1/2014             52.00
GMAC                       9.000%    7/15/2015             54.13
GMAC                       8.000%    8/15/2015             52.56
GMAC                       8.400%    8/15/2015             44.00
GMAC                       8.400%    8/15/2015             49.56
GMAC                       8.650%    8/15/2015             42.50
GMAC                       6.750%    7/15/2016             44.00
GMAC                       6.600%    8/15/2016             38.60
GMAC                       6.700%    8/15/2016             40.48
GMAC                       6.750%    8/15/2016             38.50
GMAC                       6.875%    8/15/2016             43.00
GMAC                       6.750%    9/15/2016             45.00
GMAC                       7.375%    11/15/2016            44.00
GMAC                       7.500%    11/15/2016            42.00
GMAC                       6.750%    6/15/2017             43.29
GMAC                       6.900%    6/15/2017             41.07
GMAC                       6.950%    6/15/2017             40.12
GMAC                       7.000%    6/15/2017             42.05
GMAC                       7.000%    7/15/2017             44.63
GMAC                       7.500%    8/15/2017             43.50
GMAC                       7.250%    9/15/2017             41.50
GMAC                       7.250%    9/15/2017             42.17
GMAC                       7.250%    9/15/2017             41.68
GMAC                       7.250%    9/15/2017             40.75
GMAC                       7.125%    10/15/2017            41.70
GMAC                       7.200%    10/15/2017            37.85
GMAC                       7.200%    10/15/2017            37.70
GMAC                       7.750%    10/15/2017            41.92
GMAC                       8.000%    10/15/2017            39.84
GMAC                       7.500%    11/15/2017            39.38
GMAC                       7.500%    11/15/2017            42.60
GMAC                       8.000%    11/15/2017            39.50
GMAC                       8.125%    11/15/2017            50.00
GMAC                       7.300%    12/15/2017            44.00
GMAC                       7.400%    12/15/2017            39.31
GMAC                       7.500%    12/15/2017            42.00
GMAC                       7.500%    12/15/2017            42.25
GMAC                       7.250%    1/15/2018             42.14
GMAC                       7.300%    1/15/2018             42.50
GMAC                       7.300%    1/15/2018             42.63
GMAC                       7.000%    2/15/2018             42.75
GMAC                       7.000%    2/15/2018             41.81
GMAC                       7.000%    2/15/2018             41.81
GMAC                       6.750%    3/15/2018             40.97
GMAC                       7.000%    3/15/2018             41.75
GMAC                       7.050%    3/15/2018             39.50
GMAC                       7.050%    3/15/2018             40.51
GMAC                       7.050%    4/15/2018             41.50
GMAC                       7.250%    4/15/2018             42.08
GMAC                       7.250%    4/15/2018             41.00
GMAC                       7.350%    4/15/2018             42.02
GMAC                       7.375%    4/15/2018             43.32
GMAC                       6.600%    5/15/2018             40.50
GMAC                       6.850%    5/15/2018             42.75
GMAC                       7.000%    5/15/2018             40.50
GMAC                       6.500%    6/15/2018             37.50
GMAC                       6.650%    6/15/2018             40.38
GMAC                       6.700%    6/15/2018             41.61
GMAC                       6.700%    6/15/2018             37.50
GMAC                       6.750%    7/15/2018             40.50
GMAC                       6.875%    7/15/2018             43.50
GMAC                       6.900%    7/15/2018             39.25
GMAC                       6.900%    8/15/2018             39.11
GMAC                       7.000%    8/15/2018             41.00
GMAC                       7.250%    8/15/2018             41.83
GMAC                       7.250%    8/15/2018             41.05
GMAC                       6.750%    9/15/2018             39.00
GMAC                       6.800%    9/15/2018             40.75
GMAC                       7.000%    9/15/2018             39.63
GMAC                       7.150%    9/15/2018             40.55
GMAC                       7.250%    9/15/2018             41.05
GMAC                       6.650%    10/15/2018            43.50
GMAC                       6.650%    10/15/2018            39.57
GMAC                       6.750%    10/15/2018            41.54
GMAC                       6.800%    10/15/2018            39.42
GMAC                       6.500%    11/15/2018            44.25
GMAC                       6.700%    11/15/2018            41.60
GMAC                       6.750%    11/15/2018            43.00
GMAC                       6.250%    12/15/2018            39.77
GMAC                       6.400%    12/15/2018            41.50
GMAC                       6.500%    12/15/2018            38.40
GMAC                       6.500%    12/15/2018            37.49
GMAC                       5.900%    1/15/2019             37.00
GMAC                       5.900%    1/15/2019             41.50
GMAC                       6.250%    1/15/2019             41.50
GMAC                       5.900%    2/15/2019             37.00
GMAC                       6.000%    2/15/2019             39.47
GMAC                       6.000%    2/15/2019             40.50
GMAC                       6.000%    2/15/2019             41.50
GMAC                       6.000%    3/15/2019             38.41
GMAC                       6.000%    3/15/2019             41.50
GMAC                       6.000%    3/15/2019             39.13
GMAC                       6.000%    3/15/2019             38.54
GMAC                       6.000%    3/15/2019             36.00
GMAC                       6.000%    4/15/2019             41.00
GMAC                       6.200%    4/15/2019             38.50
GMAC                       6.250%    4/15/2019             40.50
GMAC                       6.350%    4/15/2019             43.50
GMAC                       6.250%    5/15/2019             40.00
GMAC                       6.500%    5/15/2019             40.98
GMAC                       6.750%    5/15/2019             38.88
GMAC                       6.750%    5/15/2019             41.50
GMAC                       6.600%    6/15/2019             40.50
GMAC                       6.600%    6/15/2019             39.00
GMAC                       6.700%    6/15/2019             39.80
GMAC                       6.750%    6/15/2019             42.00
GMAC                       6.750%    6/15/2019             40.75
GMAC                       6.250%    7/15/2019             40.50
GMAC                       6.350%    7/15/2019             41.01
GMAC                       6.350%    7/15/2019             40.50
GMAC                       6.050%    8/15/2019             42.50
GMAC                       6.050%    8/15/2019             40.00
GMAC                       6.150%    8/15/2019             39.37
GMAC                       6.300%    8/15/2019             38.64
GMAC                       6.300%    8/15/2019             42.20
GMAC                       6.000%    9/15/2019             43.69
GMAC                       6.000%    9/15/2019             39.00
GMAC                       6.100%    9/15/2019             40.00
GMAC                       6.150%    9/15/2019             33.67
GMAC                       5.900%    10/15/2019            39.50
GMAC                       6.050%    10/15/2019            37.88
GMAC                       6.125%    10/15/2019            41.75
GMAC                       6.150%    10/15/2019            39.75
GMAC                       6.400%    11/15/2019            41.50
GMAC                       6.400%    11/15/2019            39.00
GMAC                       6.550%    12/15/2019            44.00
GMAC                       6.550%    12/15/2019            45.25
GMAC                       6.700%    12/15/2019            38.58
GMAC                       6.500%    1/15/2020             39.00
GMAC                       6.500%    2/15/2020             37.75
GMAC                       6.650%    2/15/2020             40.00
GMAC                       6.750%    3/15/2020             42.73
GMAC                       9.000%    7/15/2020             52.01
GMAC                       9.000%    7/15/2020             50.26
GMAC                       7.000%    2/15/2021             43.37
GMAC                       7.000%    9/15/2021             41.63
GMAC                       7.000%    9/15/2021             42.23
GMAC                       7.000%    6/15/2022             41.50
GMAC                       7.000%    11/15/2023            40.00
GMAC                       7.000%    11/15/2024            40.29
GMAC                       7.000%    11/15/2024            38.88
GMAC                       7.000%    11/15/2024            40.67
GMAC                       7.150%    1/15/2025             38.48
GMAC                       7.250%    1/15/2025             44.25
GMAC                       7.250%    2/15/2025             41.58
GMAC                       7.150%    3/15/2025             41.25
GMAC                       7.250%    3/15/2025             41.25
GMAC                       7.500%    3/15/2025             42.15
GMAC                       8.000%    3/15/2025             43.25
GS CAPITAL II              5.793%    #N/A N Ap             62.00
GLOBALSTAR INC             5.750%    4/1/2028              65.00
REALOGY CORP              10.500%    4/15/2014             59.00
REALOGY CORP              12.375%    4/15/2015             48.00
HUNTINGTON CAPIT           6.650%    5/15/2037             47.15
COLUMBIA/HCA               7.500%    11/15/2095            68.50
HERBST GAMING              7.000%    11/15/2014            10.10
HARRAHS OPER CO            8.000%    2/1/2011              65.00
HARRAHS OPER CO            5.375%    12/15/2013            45.00
HARRAHS OPER CO            5.625%    6/1/2015              40.50
HARRAHS OPER CO           10.750%    2/1/2016              65.15
HARRAHS OPER CO            6.500%    6/1/2016              39.50
HARRAHS OPER CO            5.750%    10/1/2017             38.00
HARRY & DAVID OP           9.000%    3/1/2013              69.00
HINES NURSERIES           10.250%    10/1/2011             15.00
K HOVNANIAN ENTR           8.875%    4/1/2012              64.00
K HOVNANIAN ENTR           7.750%    5/15/2013             57.00
K HOVNANIAN ENTR           6.500%    1/15/2014             63.50
K HOVNANIAN ENTR           6.375%    12/15/2014            62.50
K HOVNANIAN ENTR           6.250%    1/15/2015             62.50
K HOVNANIAN ENTR           6.250%    1/15/2016             61.50
K HOVNANIAN ENTR           7.500%    5/15/2016             62.50
K HOVNANIAN ENTR           8.625%    1/15/2017             66.00
HAWAIIAN TELCOM            9.750%    5/1/2013              25.00
HAWAIIAN TELCOM           12.500%    5/1/2015              17.10
BORDEN INC                 8.375%    4/15/2016             36.50
BORDEN INC                 9.200%    3/15/2021             60.00
BORDEN INC                 7.875%    2/15/2023             53.00
IDEARC INC                 8.000%    11/15/2016            43.25
IMPERIAL CREDIT            9.875%    1/15/2007             99.98
ION MEDIA                 11.000%    7/31/2013             27.50
ISOLAGEN INC               3.500%    11/1/2024             32.00
PANAMSAT CORP              9.000%    8/15/2014             65.02
IRIDIUM LLC/CAP           10.875%    7/15/2005              0.50
IRIDIUM LLC/CAP           11.250%    7/15/2005              0.71
IRIDIUM LLC/CAP           13.000%    7/15/2005              0.81
IRIDIUM LLC/CAP           14.000%    7/15/2005              0.63
JAZZ TECHNOLOGIE           8.000%    12/31/2011            53.00
JONES APPAREL              6.125%    11/15/2034            65.44
KEYSTONE AUTO OP           9.750%    11/1/2013             49.50
KELLSTROM INDS             5.500%    6/15/2003              0.01
KEMET CORP                 2.250%    11/15/2026            43.81
KEY BANK NA                6.950%    2/1/2028              58.28
KEYCORP CAP VII            5.700%    6/15/2035             59.00
KIMBALL HILL INC          10.500%    12/15/2012             2.00
KULICKE & SOFFA            0.875%    6/1/2012              68.00
KAISER ALUMINUM            9.875%    2/15/2002              0.01
KAISER ALUMINUM           12.750%    2/1/2003               7.00
KELLWOOD CO                7.625%    10/15/2017            62.50
LAZYDAYS RV               11.750%    5/15/2012             49.00
US AIRWAYS GROUP           7.000%    9/30/2020             59.00
PIEDMONT AVIAT            10.250%    1/15/2049              0.00
US AIR INC                10.300%    7/15/2049             99.98
LEHMAN BROS HLDG           5.000%    1/14/2011             71.37
LEHMAN BROS HLDG           5.750%    4/25/2011             69.76
LEHMAN BROS HLDG           4.500%    8/3/2011              58.00
LEHMAN BROS HLDG           6.625%    1/18/2012             73.50
LEHMAN BROS HLDG           5.250%    2/6/2012              73.00
LEHMAN BROS HLDG           6.000%    7/19/2012             72.80
LEHMAN BROS HLDG           5.100%    1/28/2013             62.00
LEHMAN BROS HLDG           5.000%    2/11/2013             58.90
LEHMAN BROS HLDG           4.800%    2/27/2013             69.00
LEHMAN BROS HLDG           4.700%    3/6/2013              68.00
LEHMAN BROS HLDG           5.000%    3/27/2013             49.20
LEHMAN BROS HLDG           4.800%    3/13/2014             71.00
LEHMAN BROS HLDG           6.200%    9/26/2014             84.00
LEHMAN BROS HLDG           5.150%    2/4/2015              59.00
LEHMAN BROS HLDG           5.500%    4/4/2016              71.88
LEHMAN BROS HLDG           5.750%    1/3/2017              60.00
LEHMAN BROS HLDG           6.500%    7/19/2017             61.52
LEHMAN BROS HLDG           6.160%    10/25/2017            70.00
LEHMAN BROS HLDG           5.875%    11/15/2017            78.00
LEHMAN BROS HLDG           6.750%    12/28/2017            69.50
LEHMAN BROS HLDG           5.600%    1/22/2018             50.38
LEHMAN BROS HLDG           5.700%    1/28/2018             50.00
LEHMAN BROS HLDG           5.550%    2/11/2018             40.25
LEHMAN BROS HLDG           5.500%    2/19/2018             46.53
LEHMAN BROS HLDG           5.350%    2/25/2018             52.24
LEHMAN BROS HLDG           6.875%    5/2/2018              80.50
LEHMAN BROS HLDG           5.500%    11/4/2018             47.00
LEHMAN BROS HLDG           5.100%    2/15/2020             51.00
LEHMAN BROS HLDG           5.500%    2/27/2020             63.50
LEHMAN BROS HLDG           5.400%    3/6/2020              53.00
LEHMAN BROS HLDG           5.250%    3/8/2020              65.04
LEHMAN BROS HLDG           5.400%    3/20/2020             52.10
LEHMAN BROS HLDG           5.200%    5/13/2020             50.35
LEHMAN BROS HLDG           5.500%    8/19/2020             45.38
LEHMAN BROS HLDG           5.800%    9/3/2020              62.31
LEHMAN BROS HLDG           6.500%    3/6/2023              51.92
LEHMAN BROS HLDG           5.500%    3/14/2023             49.13
LEHMAN BROS HLDG           5.750%    3/27/2023             51.00
LEHMAN BROS HLDG           5.500%    4/8/2023              48.02
LEHMAN BROS HLDG           5.500%    4/15/2023             48.90
LEHMAN BROS HLDG           5.500%    4/23/2023             48.00
LEHMAN BROS HLDG           5.375%    5/6/2023              58.80
LEHMAN BROS HLDG           5.250%    5/20/2023             56.00
LEHMAN BROS HLDG           5.000%    5/28/2023             44.35
LEHMAN BROS HLDG           5.000%    6/10/2023             50.00
LEHMAN BROS HLDG           5.000%    6/17/2023             44.01
LEHMAN BROS HLDG           4.800%    6/24/2023             53.25
LEHMAN BROS HLDG           6.100%    8/12/2023             51.00
LEHMAN BROS HLDG           5.500%    10/7/2023             56.00
LEHMAN BROS HLDG           5.750%    10/15/2023            41.25
LEHMAN BROS HLDG           5.750%    10/21/2023            67.41
LEHMAN BROS HLDG           5.750%    11/12/2023            50.75
LEHMAN BROS HLDG           5.750%    11/25/2023            42.55
LEHMAN BROS HLDG          10.375%    5/24/2024             64.00
LEHMAN BROS HLDG           5.450%    3/15/2025             48.10
LEHMAN BROS HLDG           6.000%    10/23/2028            42.88
LEHMAN BROS HLDG           6.000%    11/18/2028            53.00
LEHMAN BROS HLDG           5.750%    12/16/2028            54.82
LEHMAN BROS HLDG           5.750%    12/23/2028            41.00
LEHMAN BROS HLDG           5.500%    1/27/2029             65.24
LEHMAN BROS HLDG           5.500%    2/3/2029              52.18
LEHMAN BROS HLDG           5.700%    2/10/2029             44.05
LEHMAN BROS HLDG           5.600%    2/17/2029             40.75
LEHMAN BROS HLDG           5.600%    2/24/2029             51.00
LEHMAN BROS HLDG           5.600%    3/2/2029              43.56
LEHMAN BROS HLDG           5.550%    3/9/2029              49.00
LEHMAN BROS HLDG           5.400%    3/30/2029             46.75
LEHMAN BROS HLDG           5.450%    4/6/2029              50.00
LEHMAN BROS HLDG           5.700%    4/13/2029             47.53
LEHMAN BROS HLDG           5.900%    5/4/2029              41.74
LEHMAN BROS HLDG           6.000%    5/11/2029             47.00
LEHMAN BROS HLDG           6.200%    5/25/2029             51.75
LEHMAN BROS HLDG           6.050%    6/29/2029             48.55
LEHMAN BROS HLDG           6.000%    7/20/2029             49.00
LEHMAN BROS HLDG           5.750%    8/24/2029             52.00
LEHMAN BROS HLDG           5.700%    9/7/2029              43.99
LEHMAN BROS HLDG           5.750%    9/14/2029             65.40
LEHMAN BROS HLDG           5.750%    10/12/2029            63.00
LEHMAN BROS HLDG           5.650%    11/23/2029            47.99
LEHMAN BROS HLDG           5.700%    12/14/2029            54.53
LEHMAN BROS HLDG           5.550%    1/25/2030             47.00
LEHMAN BROS HLDG           5.450%    2/22/2030             39.00
LEHMAN BROS HLDG           5.600%    2/25/2030             51.00
LEHMAN BROS HLDG           5.625%    3/15/2030             46.53
LEHMAN BROS HLDG           5.750%    3/29/2030             47.81
LEHMAN BROS HLDG           5.600%    5/3/2030              63.40
LEHMAN BROS HLDG           5.350%    6/14/2030             48.00
LEHMAN BROS HLDG           5.400%    6/21/2030             53.00
LEHMAN BROS HLDG           5.450%    7/19/2030             50.00
LEHMAN BROS HLDG           5.500%    8/2/2030              50.30
LEHMAN BROS HLDG           5.650%    8/16/2030             58.25
LEHMAN BROS HLDG           5.450%    9/20/2030             43.38
LEHMAN BROS HLDG           5.550%    9/27/2030             47.00
LEHMAN BROS HLDG           5.800%    10/25/2030            49.00
LEHMAN BROS HLDG           5.850%    11/8/2030             62.00
LEHMAN BROS HLDG           5.950%    12/20/2030            50.10
LEHMAN BROS HLDG           5.900%    2/7/2031              54.00
LEHMAN BROS HLDG           6.250%    5/9/2031              64.82
LEHMAN BROS HLDG           6.000%    5/3/2032              65.00
LEHMAN BROS HLDG           6.750%    3/11/2033             67.86
LEHMAN BROS HLDG           6.000%    4/30/2034             52.00
LEHMAN BROS HLDG           5.550%    12/31/2034            56.80
LEHMAN BROS HLDG           5.650%    12/31/2034            56.00
LEHMAN BROS HLDG           6.875%    7/17/2037             58.60
LEHMAN BROS HLDG           7.000%    4/22/2038             68.20
LEHMAN BROS HLDG           7.250%    4/29/2038             51.80
LEHMAN BROS HLDG           7.500%    5/11/2038             64.25
LENNAR CORP                5.500%    9/1/2014              70.16
LENNAR CORP                5.600%    5/31/2015             68.38
LIBERTY MEDIA              4.000%    11/15/2029            50.00
LIBERTY MEDIA              3.750%    2/15/2030             50.25
LIBERTY MEDIA              3.500%    1/15/2031             42.50
LIBERTY MEDIA              3.250%    3/15/2031             46.00
CHENIERE ENERGY            2.250%    8/1/2012              30.75
LIFECARE HOLDING           9.250%    8/15/2013             56.25
MILLENNIUM AMER            7.625%    11/15/2026            57.00
MAJESTIC STAR              9.500%    10/15/2010            55.50
MAJESTIC STAR              9.750%    1/15/2011             13.00
MBIA INC                   6.400%    8/15/2022             60.80
MBIA INC                   5.700%    12/1/2034             53.19
METRICOM INC              13.000%    2/15/2010              0.05
MAGNA ENTERTAINM           7.250%    12/15/2009            47.50
MAGNA ENTERTAINM           8.550%    6/15/2010             54.00
MERRILL LYNCH             10.000%    3/6/2009              19.34
MERRILL LYNCH             11.000%    4/28/2009             24.06
MERRILL LYNCH              8.100%    6/4/2009               9.55
MERRILL LYNCH             12.100%    6/25/2009              9.05
MERRILL LYNCH             11.860%    7/14/2009              7.47
MERRILL LYNCH             12.230%    8/17/2009              9.00
MERRILL LYNCH             12.000%    3/26/2010             23.83
MERRILL LYNCH              9.250%    9/28/2010             22.02
MERRILL LYNCH              6.110%    1/29/2037             63.20
MERIX CORP                 4.000%    5/15/2013             48.00
METALDYNE CORP            11.000%    6/15/2012             12.00
METALDYNE CORP            10.000%    11/1/2013             16.63
MASONITE CORP             11.000%    4/6/2015              30.50
MICHAELS STORES           11.375%    11/1/2016             62.50
KNIGHT RIDDER              6.875%    3/15/2029             50.00
MANNKIND CORP              3.750%    12/15/2013            58.75
MORRIS PUBLISH             7.000%    8/1/2013              42.00
MRS FIELDS                 9.000%    3/15/2011             56.50
MRS FIELDS                11.500%    3/15/2011             55.03
MORGAN STANLEY            10.000%    4/20/2009             16.50
MORGAN STANLEY            10.000%    5/20/2009             19.00
MORGAN STANLEY             8.000%    7/20/2009             10.35
MORGAN STANLEY            12.000%    7/20/2009              9.80
MORGAN STANLEY             8.000%    2/23/2037             69.00
MICRON TECH                1.875%    6/1/2014              63.09
NORTH ATL TRADNG           9.250%    3/1/2012              42.00
NATL CITY BANK             4.625%    5/1/2013              67.00
NATL CITY CORP             4.900%    1/15/2015             56.00
NATL CITY BK IND           4.250%    7/1/2018              47.00
NATL CITY CORP             6.875%    5/15/2019             55.22
NEFF CORP                 10.000%    6/1/2015              40.63
NETWORK COMMUNIC          10.750%    12/1/2013             68.00
NEWARK GROUP INC           9.750%    3/15/2014             40.00
NATL FINANCIAL             0.750%    2/1/2012              64.88
NEKTAR THERAPEUT           3.250%    9/28/2012             65.50
NORTHERN TEL CAP           7.875%    6/15/2026             70.00
NTK HOLDINGS INC           0.000%    3/1/2014              45.75
NORTEK INC                 8.500%    9/1/2014              65.00
NUVEEN INVEST              5.500%    9/15/2015             61.50
NETWORK EQUIPMNT           3.750%    12/15/2014            59.00
OCWEN CAP TRST I          10.875%    8/1/2027              69.88
OAKWOOD HOMES              7.875%    3/1/2004               0.00
AMER & FORGN PWR           5.000%    3/1/2030              50.00
OSCIENT PHARM              3.500%    4/15/2011             25.75
OSCIENT PHARM              3.500%    4/15/2011             23.75
OSI RESTAURANT            10.000%    6/15/2015             52.46
OSI RESTAURANT            10.000%    6/15/2015             52.00
OVERSTOCK.COM              3.750%    12/1/2011             70.25
RESTAURANT CO             10.000%    10/1/2013             53.10
PALM HARBOR                3.250%    5/15/2024             63.00
PIERRE FOODS INC           9.875%    7/15/2012              7.88
PLY GEM INDS               9.000%    2/15/2012             58.50
PINNACLE AIRLINE           3.250%    2/15/2025             73.32
PARK N VIEW INC           13.000%    5/15/2008              0.05
PORTOLA PACKAGIN           8.250%    2/1/2012              51.75
PROPEX FABRICS            10.000%    12/1/2012              0.50
PRIMUS TELECOM             5.000%    6/30/2009             64.50
PRIMUS TELECOM             3.750%    9/15/2010             44.00
PRIMUS TELECOM             8.000%    1/15/2014             36.25
PSINET INC                10.000%    2/15/2005              0.01
PSINET INC                10.500%    12/1/2006              0.01
PSINET INC                11.500%    11/1/2008              0.01
PSINET INC                11.000%    8/1/2009               0.01
POPE & TALBOT              8.375%    6/1/2013               0.25
POPE & TALBOT              8.375%    6/1/2013               0.38
NUTRITIONAL SRC           10.125%    8/1/2009              21.00
PIXELWORKS INC             1.750%    5/15/2024             69.94
QUALITY DISTRIBU           9.000%    11/15/2010            57.06
RITE AID CORP              6.875%    8/15/2013             61.61
RITE AID CORP              8.625%    3/1/2015              63.75
RITE AID CORP              9.375%    12/15/2015            65.75
RITE AID CORP              9.500%    6/15/2017             65.75
RITE AID CORP              7.700%    2/15/2027             49.00
RITE AID CORP              6.875%    12/15/2028            46.83
RADNOR HOLDINGS           11.000%    3/15/2010              0.00
RAFAELLA APPAREL          11.250%    6/15/2011             44.50
RAIT FINANCIAL             6.875%    4/15/2027             49.00
READER'S DIGEST            9.000%    2/15/2017             60.75
RADIAN GROUP               7.750%    6/1/2011              66.90
RADIAN GROUP               5.625%    2/15/2013             50.00
RADIAN GROUP               5.375%    6/15/2015             45.00
RESIDENTIAL CAP            8.375%    6/30/2010             27.00
RESIDENTIAL CAP            8.000%    2/22/2011             22.40
RESIDENTIAL CAP            8.500%    6/1/2012              24.00
RESIDENTIAL CAP            8.500%    4/17/2013             25.50
RESIDENTIAL CAP            9.625%    5/15/2015             34.63
RESIDENTIAL CAP            8.875%    6/30/2015             24.00
REGIONS FIN TR             6.625%    5/15/2047             53.00
RF MICRO DEVICES           1.000%    4/15/2014             67.40
RF MICRO DEVICES           1.000%    4/15/2014             65.10
RH DONNELLEY               6.875%    1/15/2013             56.19
RH DONNELLEY               6.875%    1/15/2013             55.25
RH DONNELLEY               6.875%    1/15/2013             60.00
DEX MEDIA INC              8.000%    11/15/2013            59.25
RH DONNELLEY               8.875%    1/15/2016             50.50
RH DONNELLEY               8.875%    10/15/2017            50.50
ROTECH HEALTHCA            9.500%    4/1/2012              58.00
RENTECH INC                4.000%    4/15/2013             68.18
S3 INC                     5.750%    10/1/2003              0.25
ISTAR FINANCIAL            6.050%    4/15/2015             67.75
SEARS ROEBUCK AC           7.500%    10/15/2027            68.00
SEARS ROEBUCK AC           6.750%    1/15/2028             58.30
SEARS ROEBUCK AC           7.000%    6/1/2032              59.50
SPHERIS INC               11.000%    12/15/2012            54.50
SIRIUS SATELLITE           3.250%    10/15/2011            63.00
SIX FLAGS INC              9.750%    4/15/2013             63.75
SIX FLAGS INC              9.625%    6/1/2014              63.69
SIX FLAGS INC              4.500%    5/15/2015             62.50
SLM CORP                   4.300%    12/15/2013            64.59
SLM CORP                   4.700%    3/15/2014             67.63
SLM CORP                   5.150%    9/15/2015             66.10
SLM CORP                   4.100%    12/15/2015            67.80
SLM CORP                   5.150%    3/15/2017             61.30
SLM CORP                   5.250%    3/15/2018             62.86
SLM CORP                   5.450%    3/15/2018             67.65
SLM CORP                   5.550%    3/15/2018             63.28
SLM CORP                   5.600%    3/15/2018             66.16
SLM CORP                   5.600%    6/15/2018             65.42
SLM CORP                   5.250%    3/15/2019             54.05
SLM CORP                   5.190%    4/24/2019             65.75
SLM CORP                   5.000%    6/15/2019             68.00
SLM CORP                   5.000%    6/15/2019             62.65
SLM CORP                   5.500%    6/15/2019             69.21
SLM CORP                   6.000%    6/15/2019             64.16
SLM CORP                   6.000%    6/15/2019             57.97
SLM CORP                   6.000%    9/15/2019             63.00
SLM CORP                   6.000%    6/15/2021             62.65
SLM CORP                   6.000%    6/15/2021             64.19
SLM CORP                   6.000%    6/15/2021             69.90
SLM CORP                   6.100%    6/15/2021             65.20
SLM CORP                   6.150%    6/15/2021             64.21
SLM CORP                   5.600%    3/15/2022             64.85
SLM CORP                   5.650%    6/15/2022             62.50
SLM CORP                   5.650%    6/15/2022             64.17
SLM CORP                   5.400%    3/15/2023             61.16
SLM CORP                   5.600%    3/15/2024             59.89
SLM CORP                   5.625%    1/25/2025             64.24
SLM CORP                   5.350%    6/15/2025             58.86
SLM CORP                   5.350%    6/15/2025             53.75
SLM CORP                   6.000%    6/15/2026             61.80
SLM CORP                   6.000%    6/15/2026             58.71
SLM CORP                   6.200%    9/15/2026             63.75
SLM CORP                   6.000%    12/15/2026            57.18
SLM CORP                   6.000%    12/15/2026            61.51
SLM CORP                   6.000%    12/15/2026            58.72
SLM CORP                   6.050%    12/15/2026            62.84
SLM CORP                   6.000%    3/15/2027             62.11
SLM CORP                   5.250%    3/15/2028             53.00
SLM CORP                   5.550%    3/15/2028             55.00
SLM CORP                   5.350%    6/15/2028             55.00
SLM CORP                   5.450%    6/15/2028             50.00
SLM CORP                   5.450%    6/15/2028             59.40
SLM CORP                   5.250%    12/15/2028            57.64
SLM CORP                   5.300%    12/15/2028            55.32
SLM CORP                   5.600%    12/15/2028            56.54
SLM CORP                   6.000%    12/15/2028            59.43
SLM CORP                   6.100%    12/15/2028            65.60
SLM CORP                   5.600%    3/15/2029             67.45
SLM CORP                   5.650%    3/15/2029             58.32
SLM CORP                   5.650%    3/15/2029             55.51
SLM CORP                   5.650%    3/15/2029             60.61
SLM CORP                   5.700%    3/15/2029             60.00
SLM CORP                   5.700%    3/15/2029             55.93
SLM CORP                   5.700%    3/15/2029             60.04
SLM CORP                   5.700%    3/15/2029             57.41
SLM CORP                   5.700%    3/15/2029             58.19
SLM CORP                   5.700%    3/15/2029             58.73
SLM CORP                   5.750%    3/15/2029             57.30
SLM CORP                   5.750%    3/15/2029             66.45
SLM CORP                   5.750%    3/15/2029             59.82
SLM CORP                   5.750%    3/15/2029             52.50
SLM CORP                   5.750%    3/15/2029             60.06
SLM CORP                   6.000%    3/15/2029             59.47
SLM CORP                   5.500%    6/15/2029             60.00
SLM CORP                   5.500%    6/15/2029             55.07
SLM CORP                   5.750%    6/15/2029             58.09
SLM CORP                   5.750%    6/15/2029             54.54
SLM CORP                   6.000%    6/15/2029             59.45
SLM CORP                   6.000%    6/15/2029             58.12
SLM CORP                   6.000%    6/15/2029             61.71
SLM CORP                   6.250%    6/15/2029             62.22
SLM CORP                   6.250%    6/15/2029             59.59
SLM CORP                   6.250%    6/15/2029             61.27
SLM CORP                   5.750%    9/15/2029             59.53
SLM CORP                   5.850%    9/15/2029             56.50
SLM CORP                   6.000%    9/15/2029             57.67
SLM CORP                   6.000%    9/15/2029             59.85
SLM CORP                   6.000%    9/15/2029             58.94
SLM CORP                   6.000%    9/15/2029             61.72
SLM CORP                   6.150%    9/15/2029             58.54
SLM CORP                   6.150%    9/15/2029             60.07
SLM CORP                   6.250%    9/15/2029             62.66
SLM CORP                   6.250%    9/15/2029             60.75
SLM CORP                   6.250%    9/15/2029             61.18
SLM CORP                   5.600%    12/15/2029            56.80
SLM CORP                   5.600%    12/15/2029            59.82
SLM CORP                   5.650%    12/15/2029            57.63
SLM CORP                   5.650%    12/15/2029            58.34
SLM CORP                   5.650%    12/15/2029            56.85
SLM CORP                   5.700%    12/15/2029            57.96
SLM CORP                   5.750%    12/15/2029            59.44
SLM CORP                   5.750%    12/15/2029            65.81
SLM CORP                   5.750%    12/15/2029            59.06
SLM CORP                   5.750%    12/15/2029            59.71
SLM CORP                   5.800%    12/15/2029            59.41
SLM CORP                   5.400%    3/15/2030             57.33
SLM CORP                   5.500%    3/15/2030             58.56
SLM CORP                   5.500%    3/15/2030             56.79
SLM CORP                   5.650%    3/15/2030             58.59
SLM CORP                   5.750%    3/15/2030             59.39
SLM CORP                   5.400%    6/15/2030             56.63
SLM CORP                   5.400%    6/15/2030             57.97
SLM CORP                   5.500%    6/15/2030             60.93
SLM CORP                   5.750%    6/15/2030             58.97
SLM CORP                   5.300%    9/15/2030             57.00
SLM CORP                   5.650%    9/15/2030             58.80
SLM CORP                   6.000%    12/15/2030            53.70
SLM CORP                   6.000%    6/15/2031             58.38
SLM CORP                   6.250%    9/15/2031             61.21
SLM CORP                   6.300%    9/15/2031             61.90
SLM CORP                   6.350%    9/15/2031             61.11
SLM CORP                   6.350%    9/15/2031             59.79
SLM CORP                   6.400%    9/15/2031             59.46
SLM CORP                   6.450%    9/15/2031             63.12
SLM CORP                   6.500%    9/15/2031             60.00
SLM CORP                   5.850%    12/15/2031            63.93
SLM CORP                   6.000%    12/15/2031            57.86
SLM CORP                   6.000%    12/15/2031            58.78
SLM CORP                   6.000%    12/15/2031            63.55
SLM CORP                   6.000%    12/15/2031            56.52
SLM CORP                   6.050%    12/15/2031            59.53
SLM CORP                   6.100%    12/15/2031            59.68
SLM CORP                   6.150%    12/15/2031            60.82
SLM CORP                   6.200%    12/15/2031            59.01
SLM CORP                   5.650%    3/15/2032             61.33
SLM CORP                   5.700%    3/15/2032             59.00
SLM CORP                   5.800%    3/15/2032             58.80
SLM CORP                   5.800%    3/15/2032             59.81
SLM CORP                   5.800%    3/15/2032             58.69
SLM CORP                   5.850%    3/15/2032             63.09
SLM CORP                   5.850%    3/15/2032             57.66
SLM CORP                   5.850%    3/15/2032             54.00
SLM CORP                   5.750%    6/15/2032             57.26
SLM CORP                   5.750%    6/15/2032             58.91
SLM CORP                   5.850%    6/15/2032             58.38
SLM CORP                   5.850%    6/15/2032             62.97
SLM CORP                   5.625%    8/1/2033              68.55
SLM CORP                   6.000%    3/15/2037             60.82
SLM CORP                   6.000%    3/15/2037             56.51
SLM CORP                   6.000%    3/15/2037             56.41
SYNOVUS FINL               4.875%    2/15/2013             90.24
SYNOVUS FINL               5.125%    6/15/2017             83.63
SOVEREIGN CAP TR           7.908%    6/13/2036             63.00
SPECTRUM BRANDS            7.375%    2/1/2015              53.25
SPANSION LLC               2.250%    6/15/2016             39.56
SUNTRUST CAPITAL           6.100%    12/15/2036            68.69
STATION CASINOS            6.500%    2/1/2014              47.00
STATION CASINOS            6.875%    3/1/2016              43.50
STATION CASINOS            7.750%    8/15/2016             68.75
STATION CASINOS            6.625%    3/15/2018             44.00
SERVICEMASTER CO           7.100%    3/1/2018              43.00
SERVICEMASTER CO           7.450%    8/15/2027             40.00
SERVICEMASTER CO           7.250%    3/1/2038              52.00
DIVA SYSTEMS              12.625%    3/1/2008               0.00
TENET HEALTHCARE           6.875%    11/15/2031            70.50
TRANS-LUX CORP             8.250%    3/1/2012              49.00
THORNBURG MTG              8.000%    05/15/2013            61.00
TRANSMERIDIAN EX          12.000%    12/15/2010            54.90
TOM'S FOODS INC           10.500%    11/01/2004            56.98
TOUSA INC                  9.000%    07/01/2010            49.00
TOUSA INC                  9.000%    07/01/2010            60.00
TOUSA INC                  7.500%    03/15/2011            65.48
TOUSA INC                 10.375%    07/01/2012            49.33
TOUSA INC                  7.500%    01/15/2015            69.16
TRIBUNE CO                 4.875%    08/15/2010             8.00
TIMES MIRROR CO            7.250%    03/01/2013            17.88
TRIBUNE CO                 5.250%    08/15/2015            38.00
TIMES MIRROR CO            7.500%    07/01/2023             1.00
TIMES MIRROR CO            6.610%    09/15/2027            57.49
TRIAD ACQUIS              11.125%    05/01/2013            59.01
TRUMP ENTETNMNT            8.500%    06/01/2015            62.00
WIMAR OP LLC/FIN           9.625%    12/15/2014            38.75
TRUE TEMPER                8.375%    09/15/2011            37.00
TRONOX WORLDWIDE           9.500%    12/01/2012            42.25
SABRE HOLDINGS             6.350%    03/15/2016            38.50
RJ TOWER CORP             12.000%    06/01/2013             0.01
UAL CORP                   5.000%    02/01/2021            54.90
UAL CORP                   4.500%    06/30/2021            56.98
USAUTOS TRUST              5.100%    03/03/2011            49.00
US SHIPPING PART          13.000%    08/15/2014            60.00
USEC INC                   3.000%    10/01/2014            65.58
VISTEON CORP               7.000%    03/10/2014            49.33
VISTEON CORP              12.250%    12/31/2016            69.16
VERTIS INC                10.875%    06/15/2009             8.00
VICORP RESTAURANT         10.500%    04/15/2011            17.88
VERENIUM CORP              5.500%    04/01/2027            38.00
VESTA INSUR GRP            8.750%    07/15/2025             1.00
WACHOVIA CAP III           5.800%    03/15/1942            57.49
WACHOVIA CORP              7.980%    02/28/1949            59.01
WEBSTER CAPITAL            7.650%    06/15/1937            62.00
WCI COMMUNITIES            9.125%    05/01/2012            38.75
WCI COMMUNITIES            7.875%    10/01/2013            37.00
WCI COMMUNITIES            6.625%    03/15/2015            42.25
WCI COMMUNITIES            4.000%    08/05/2023            38.50
WINSTAR COMM INC          12.750%    04/15/2010             0.01
WERNER HOLDINGS           10.000%    11/15/2007             0.00
WILLIAM LYON               7.625%    12/15/2012            46.49
WILLIAM LYON              10.750%    04/01/2013            45.00
WILLIAM LYON               7.500%    02/15/2014            45.03
WASH MUTUAL INC            4.000%    01/15/2009            61.50
WASH MUTUAL INC            4.200%    01/15/2010            36.50
WASH MUTUAL INC            8.250%    04/01/2010            23.00
WASH MUTUAL INC            5.000%    03/22/2012            52.50
WASH MUT BANK NV           5.950%    05/20/2013            51.45
WASH MUTUAL INC            4.625%    04/01/2014            30.27
WASH MUT BANK NV           5.650%    08/15/2014            49.62
WASH MUT BANK NV           5.125%    01/15/2015            53.50
WASH MUTUAL INC            5.250%    09/15/2017            54.65
WASH MUTUAL INC            7.250%    11/01/2017            46.68
WEIRTON STEEL             10.750%    06/01/2005             0.00
PEGASUS SATELLIT          12.375%    08/01/2008             0.25
EXPRESSJET HLDS            4.250%    08/01/2023            57.00
YOUNG BROADCSTNG          10.000%    03/01/2011            33.75
YOUNG BROADCSTNG           8.750%    01/15/2014            32.50
YANKEE ACQUISITI           9.750%    02/15/2017            62.68


                             *********

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, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***