TCR_Public/080926.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 26, 2008, Vol. 12, No. 230           

                             Headlines

ANATOLI KARATCHOUN: Case Summary & 15 Largest Unsecured Creditors
ADELPHIA COMM: Trust Releases Legal Proceedings Updates
AFFINIA GROUP: S&P Assigns 'BB-' Rating on Proposed $200MM Notes
AMDL INC: Closes Convertible Notes' Private Placement  
AMERICAN INT'L: SEC Subpoenas Funds on Share Manipulation

AMERICAN MEDIA: June 30 Balance Sheet Upside-Down by $398.7MM
APP PHARMACEUTICALS: Fresenius SE Completes Firm's Acquisition
ARAMARK CORP: S&P Holds 'B+' Rating; Changes Outlook to Positive
ARIAD PHARMACEUTICALS: SEC Will Keep Merck Agreement Under Seal
ARIAD PHARMACEUTICALS: Board Okays ARIAD Gene Therapeutics Merger

ARIAD PHARMACEUTICALS: Names Laurie Allen as AGTI President
ARIAD PHARMACEUTICALS: Court Grants Amgen Summary Judgment Motion
ARIGATO JAPANESE: Case Summary & Largest Unsecured Creditors
ASARCO LLC: Files Second Amended Joint Plan of Reorganization
ASARCO LLC: Parent Files 1st Amended Plan & Disclosure Statement

ASARCO LLC: Plan Voting Begins; Confirmation Hearing on Nov. 17
ASARCO LLC: Various Parties Object to Disclosure Statement
ATHEROGENICS INC: Cuts Workforce to 30 Employees
ATRIUM CORP: Extends 11-1/2% Notes Exchange Offer to Sept. 29
BEAR STEARNS: Agrees on $28MM Settlement in Fraud Case

BILL HEARD: Collapses, Closes Down 13 Stores  
BOSQUE POWER: S&P Puts 'B+' Issue Rating Under Negative Watch
BOWNETREE LLC: Wants to Employ Stephen Kass as Bankruptcy Counsel
BUILDERS FIRSTSOURCE: S&P Cuts Corporate Credit Rating to 'B-'
BURLINGTON COAT: CEO Mark Nesci Will Retire

CBA COMMERCIAL: Fitch Takes Rating Actions on Various Classes
CENTRO RENAL: Case Summary & Two Largest Unsecured Creditors
CHANDLER OAKS: Case Summary & Eight Largest Unsecured Creditors
CHRYSLER LLC: Will Lay Off 300 Salaried Employees
CLAIRE'S STORES: Posts $16.9 Million Net Loss in Qtr. Ended Aug. 2

CONTINENTAL AIRLINES: Hurricane Ike's Impact Estimated at $50MM
CONVEYOR COMPANY: Case Summary & 20 Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Craig Buffie Replaces Andrew Gissinger
DAYTON SUPERIOR: Moody's Holds 'B1' Rating on $100MM Term Loan
DELPHI CORP: Gets Green Light to Halt Pension Contributions

DELTA AIR: Stockholders Approve Northwest Merger
DOMINICK SARTORIO: Case Summary & 20 Largest Unsecured Creditors
EDGEWATER FOODS: Ian Fraser and Robert Rooks Quit from Board
EOS AIRLINES: Court Extends Exclusive Plan Filing Date to Oct. 24
ESTATE FINANCIAL: U.S. Trustee Sets 341(a) Meeting for October 7

ESTATE FINANCIAL: Ch. 11 Trustee Wants JMBM as Bankruptcy Counsel
ETELOS INC: Files Prospectus for Sale of 5,760,741 Shares
ETERNAL TECHNOLOGIES: Receiver to Collect $732,290 in Payments
FANNIE MAE: Top Executives Leaving Company
FGIC CORP: S&P Cuts Credit and Notes Ratings to 'CCC' from 'B'

FIRST MARBLEHEAD: Fitch Lowers 25 Classes of Student Loan Trusts
FULTON STREET: S&P Chips Notes Ratings; Removes Negative Watch
GENERAL MOTORS: Delphi Wants to Shift $3.4BB in Pension Debts
GENERAL MOTORS: May Lack Cash, Hires Outsider to Help Cut Costs
GREAT LAKES: Case Summary & 20 Largest Unsecured Creditors

GROWERS DIRECT: June 30 Balance Sheet Upside-Down by $2.39 Million
GSAA HOME: S&P Lowers Ratings on 21 Classes of Certificates
HANOVER CAPITAL: Defer Payment of Interest Due September 30
HEIGHTS SUBDIVISION: Case Summary & 10 Largest Unsecured Creditors
HELEN SPANGLER: Case Summary & Seven Largest Unsecured Creditors

HELLER EHRMAN: Partners to Vote on Firm's Dissolution Friday
HEXION SPECIALTY: To Sell Epoxy Resins Biz to Spolchemie
HOME INTERIORS: Details Plans to Split Up; Officers to Submit Bids
HRP MYRTLE: Files for Voluntary Chapter 11 Protection
ICFQ DESARROLLOS: Files Amended Disclosure Statement

IL LUGANO: Seeks to Employ Neligan Foley as Bankruptcy Counsel
IMPAC: Moody's Cuts Ratings on 194 Tranches from 18 Transactions
INTERMET CORP: Lenders Worried on Assets Deterioration
J&D RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY: Former Official Pleads Guilty in Debt Probe

JEFFERSON COUNTY: S&P Slashes Underlying Rating to 'D' from 'B'
JP MORGAN CHASE: Fitch Affirms Rating on $2.6MM Class LV-2 at 'BB'
JPMORGAN TRUST: S&P Trims Ratings on 13 Certificate Classes
JUDITH ROGAN: Voluntary Chapter 11 Case Summary
KAYDON CORP: S&P Withdraws 'BB+' Rating at Company's Request

KELSEY GLEN: Case Summary & 11 Largest Unsecured Creditors
KIDSPEACE INC: Moody's Trims Debt Rating to 'B3'; On Watchlist
LAS VEGAS SANDS: $5.25BB Jumbo Loan in Jeopardy Report Says
LEHMAN BROTHERS: Claims to Trade in SecondMarket Auction Platform
LUMINENT MORTGAGE: Wants Disclosure Statement Approval by Oct. 10

MAIN STREET: Fitch Removes Neg. Watch on 'C' Rated Revenue Bonds
MAXTEL COMMS: Case Summary & 19 Largest Unsecured Creditors
METRO ONE: Names MSCM LLP as Independent Public Accountants
MIAMI-DADE HOUSING: Moody's Trims Revenue Bonds Rating to 'Ba3'
MPF CORP: Files for Bankruptcy in Texas and Bermuda

MPF CORP: Case Summary & 20 Largest Unsecured Creditors
MICHAEL MOLLESTON: Case Summary & 11 Largest Unsecured Creditors
MIRANT CORP: Suspends Program of Returning Cash to Stockholders
MONEYGRAM INTERNATIONAL: Board Approves Deferred Compensation Plan
MORGAN STANLEY: Moody's Cuts $5MM Class IVA Notes Rating to Ba1

MORGAN STANLEY: Fitch Cuts Rating to 'BB-' on Expected Losses
MULTIPLAN INC: S&P Affirms 'B+' Ratings; Revises Outlook to Stable
NETEFFECT INC: Intel Offers to Buy Firm for $8 Million
NEXIA HOLDINGS: Sells 30,000 Shares of Series C Preferred Stock
NORTHWEST AIRLINES: Stockholders Approve Delta Air Merger

OLYMPIC SALES: Olympic Boat Closes Retail Centers in Washington
OPEN ENERGY: Posts $34.9 Million Losses for Year Ended May 31
OSKAR HUBER: Seeks Court Okay for Going-Out-of-Business Sale
PCG SUMMIT-LAKELINE: Court Okays Stutman as Special Counsel
PCG SUMMIT-LAKELINE: Files Schedules of Assets & Liabilities

PENN OCTANE: Standard General, et al., Disclose 28.5% Stake
PEOPLES COMMUNITY: To Sell Assets to CenterBank & CBSEF
PHOENIX DEMOLOTION: Case Summary & 20 Largest Unsecured Creditors
PILGRIM'S PRIDE: Stops Trading on NYSE After Shares Drop 38%
PINNACLE HEIGHTS: Voluntary Chapter 11 Case Summary

PRB ENERGY: Wants to Sell Pipeline Assets and Furniture to Wytex
PRESERVE LLC: Case Summary & Six Largest Unsecured Creditors
PROSYS-TEC COMPUTERS: Files Creditors Protection under BIA
QUAD J INC: Case Summary & Seven Largest Unsecured Creditors
RENFRO CORP: Weak Performance Cues S&P to Change Outlook to Neg.

RETAIL PRO: Settles Case with Securities and Exchange Commission
ROCKWOOD SPECIALTIES: Fitch Holds 'B' IDR on Solid Performance
ROUNDY'S SUPERMARKETS: Moody's Cuts $125MM Credit Rating to 'B1'
SALAS AUTOMOTIVE: Case Summary & 19 Largest Unsecured Creditors
SHERIDAN HOMES: Court Dimisses Chapter 11 Case

SHIV RESTAURANT: Case Summary & Four Largest Unsecured Creditors
SIRIUS COMPUTER: Moody's Holds 'B1' Rating; Outlook Negative
SIX FLAGS: Heightened Default Risk Cues Moody's to Cut Ratings
SKIPPER'S INC: Closing Stores Under Bankruptcy Proceedings
STOKESAY MANAGEMENT: Case Summary & Six Largest Unsec. Creditors

STUART EDWARDS: Section 341(a) Meeting Scheduled for October 1
SWANSEA PROPERTIES: Section 341(a) Meeting Scheduled for Sept. 30
SWANSEA PROPERTIES: Files Schedules of Assets & Liabilities
SWANSEA PROPERTIES: Court OKs Osborn Maledon as Bankr. Counsel
SWANSEA PROPERTIES: Court Okays Quarles Brady as Special Counsel

SYNOVICS PHARMACEUTICALS: Posts $4.7MM Loss for 3 Quarters
SYNOVICS PHARMA: Drops Plan to Issue New Securities
T & D DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
THORNBURG MORTGAGE: EJF Capital Discloses 10.5% Equity Stake
TREE CARE: Case Summary & Six Largest Unsecured Creditors

TRM CORP: Chairman Brotman Resigns; M. Venezia Appointed to Board
UNIFI INC: To Hold Annual Stockholders' Meeting on October 29
UNIPROP MANUFACTURED: June 30 Balance Sheet Upside-Down by $21.4MM
VILLA DEL SOL: Section 341(a) Meeting Scheduled for October 7
VILLA DEL SOL: Creditor Asks Court to Dismiss Chapter 11 Case

VILLA DEL SOL: Seeks to Employ Thomas Woodward as Counsel
VIRGIN MOBILE: Appoints Two New Board Members From SK Telecom
VIRGIN MOBILE: CFO John Feehan to Leave in Mid-November
VIRGIN MOBILE: Sprint Ventures Discloses 63.1% Equity Stake
WASHINGTON MUTUAL: JPMorgan Buys Banking Operations for $1.9BB

WASHINGTON MUTUAL: Fitch Chips LT Issuer Default Rating to 'B-'
WASHINGTON MUTUAL: DBRS Cuts Issuer & Senior Debt Rating to 'B'
WASHINGTON MUTUAL: Moody's Trims Ratings on Class D Certs. to Ba2
WASHINGTON MUTUAL: Moody's Lowers Ratings on 26 Classes of Trust
WASHINGTON MUTUAL: S&P Junks Preferred Stock and Credit Ratings

WAVE SYSTEMS: To Sell Series I Convertible Preferred Stock
WENTWORTH ENERGY: Malone & Bailey Appointed as New Accountants
WESTAFF INC: Westaff USA Unit Receives $1MM Loan from DelStaff LLC
WESTAFF INC: Price Rule Breach Spurs Nasdaq Delistment Warning
WHITEHALL JEWELERS: Files Amended Schedules of Assets & Debts

WHITNEY LAKE: Case Summary & 20 Largest Unsecured Creditors
WINDY CITY: Files Amended Plan of Reorganization in Arizona
WORLD HEART: Shares to Continue Trading on NASDAQ Capital Market
YOUNG BROADCASTING: Gets NASDAQ Panel's Okay to Transfer Listing
ZVUE CORPORATION: John Durham Appointed to Board of Directors

* S&P: US Treasury Plan May Bring Financial Markets Back to Normal
* S&P Says Downgrade Potential Soars to Three-Year High
* S&P: Investment-Grade Composite Credit Spread Expands 302 Bps
* S&P Downgrades Ratings on 197 Classes from 19 U.S. ALT-A RMBS

* SecondMarket to Begin Trading Lehman Claims in Auction Platform

* U.S. $700 Billion Financial Bailout Plan Stalls
* More Bankruptcies to Follow Falgun Dharia's Filings
* Oil Price Drop "Too Little, Too Late" for Ailing Carriers         

* Bober Markey Welcomes Andrew Zinger as Senior Consultant

* BOOK REVIEW: The Chief Executives

                             *********

ANATOLI KARATCHOUN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Anatoli I. Karatchoun
        aka Point West Excavation, LLC
        Lyubov Karatchoun
        700 Longwood Lane,  Apt. 206
        Asheville, NC 28806

Bankruptcy Case No.: 08-10768

Chapter 11 Petition Date: September 24, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  judyhj@bellsouth.net
                  Westall, Gray, Connolly & Davis P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Fax: (828) 255-0305

Total Assets: $3,407,900

Total Debts: $2,213,473

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

             http://bankrupt.com/misc/ncwb08-10768.pdf


ADELPHIA COMM: Trust Releases Legal Proceedings Updates
-------------------------------------------------------
The Adelphia Recovery Trust, in a filing with the U.S. Securities
and Exchange Commission, provided status updates on certain legal
proceedings it is a party to.

                          Bank Litigation

In July 2003, the Official Committee of Unsecured Creditors in
the U.S. Bankruptcy Court for the Southern District of New York
against Adelphia's prepetition commercial banks and lenders,
former investment bankers and financial advisors, and assignees
of Adelphia's pre-petition bank debt. The Creditors Committee
Complaint asserted 52 causes of action, alleging fraudulent and
preferential transfers and fraud and breaches of fiduciary
duties, among other things.  The Official Committee of Equity
Security Holders for Adelphia sought to assert additional claims
against the defendants in the form of an intervenor complaint.
The Equity Committee was granted leave to file its complaint.

In October 2003, various defendants moved to dismiss both
complaints.  In August 2005, the Bankruptcy Court held that the
Creditors Committee had standing to pursue the claims in the
Original Complaint on behalf of, and together with, Adelphia.

The claims asserted in the Creditors Committee Complaint and the
Equity Committee Complaint were transferred to the ART pursuant
to the Plan.

In 2007, the Bankruptcy Court for the Southern District of New
York issued separate decisions with respect to two Complaints.  
In the first decision, the Bankruptcy Court sustained the
fraudulent transfer claims, the aiding and abetting breach of
fiduciary duty claims, the breach of fiduciary duty claims
against certain defendants, the equitable subordination and
disallowance claims, the Bank Holding Company Act claims, and the
voidable preference claims in the Official Committee of Unsecured
Creditors' Complaint, but dismissed, with leave to replead, the
claims for aiding and abetting fraud.  In the second decision,
the Bankruptcy Court dismissed the additional claims asserted in
the Equity Committee's Complaint, but granted leave to replead
the claims for fraud and fraudulent concealment.

On July 10, 2007, the original defendants sought leave to appeal
with respect to all the claims in the Creditors Committee's
Complaint that the Bankruptcy Court had declined to dismiss.  The
District Court denied leave to appeal from the rulings that
sustained the fraudulent transfer claims, the voidable preference
claims, and the equitable subordination claims, but granted leave
to appeal on certain discrete issues of law concerning the ART's
standing, application of the Bank Holding Company Act, the
existence of equitable disallowance under the Bankruptcy Code,
and the existence of aiding and abetting breach of fiduciary duty
liability under Pennsylvania law as well as the adequacy of the
pleadings on that claim.

On Oct. 31, 2007, while the appeal was pending, the ART filed an
Amended Complaint.  The Amended Complaint (i) consolidated the
earlier complaints into a single complaint; (ii) added additional
allegations to support the claims on which the Bankruptcy Court
granted leave to replead (aiding and abetting fraud, fraudulent
concealment, and fraud); and (iii) added as defendants about 380
new entities that became assignees of the Adelphia bank debt
after the original complaints were filed.  Certain defendants
filed motions to dismiss the Amended Complaint and certain
defendants filed answers to the Amended Complaint.

In its Jan. 17, 2008, decision on appeal, the District Court
concluded, inter alia, that the ART had standing and the
Bankruptcy Court properly had sustained the claims for aiding and
abetting breach of fiduciary duty and equitable disallowance.

On June 18, 2008, the District Court dismissed the Bank Holding
Company Act claim with leave to replead to cure an ambiguity in
the original allegations.  The Bank Holding Company Act claims
subsequently were repleaded in a Second Amended Complaint filed
March 4, 2008.  Certain defendants filed motions to dismiss the
repleaded Bank Holding Company Act claims set forth in the Second
Amended Complaint.   The motions to dismiss the Amended Complaint
and the Second Amended Complaint are pending.  A trial on the
Amended and Second Amended Complaint is set no earlier than
March
2009.                                                                                                                               

                     Prestige and FPL Litigation

On June 24, 2004, the Creditors Committee filed two separate
fraudulent conveyance complaints against:

   (i) FPL Group, Inc. and West Boca Security, Inc.; and

  (ii) Prestige Communications of NC, Inc., Jonathan J. Oscher,
       Lorraine Oscher McClain, Robert F. Buckfelder, Buckfelder
       Investment Trust, and Anverse, Inc.  

The Actions were filed in the Bankruptcy Court.

In a decision dated Jan. 7, 2008, the Bankruptcy Court withdrew
the reference in the Prestige action and transferred the case to
the District Court.  The FPL action remains pending in the
Bankruptcy Court. Discovery is ongoing in both actions.

The Prestige action seeks to recover fraudulent transfers in
connection with Adelphia's purchase of the assets of Prestige
Communications of N.C., Inc., an acquisition that closed on
July 5, 2000, as well as a claim that the owners of the Prestige
cable systems aided and abetted breaches of fiduciary duty on the
part of the Rigas family in connection with the transaction.  The
trial in the Prestige action is scheduled to begin Jan. 20, 2009.

The FPL action seeks to recover an alleged fraudulent transfer
arising out of Adelphia's repurchase of certain of its stock from
FPL in January 1999 for $149.5 million.  The trial date in the
FPL action is Dec. 1, 2009.

The ART says that at this time, it cannot predict the outcome of
these proceedings or estimate the possible financial effect of
these proceedings on the ART.

                       About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/--   
is a cable television company.  Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, Internet access and other advanced services over its
broadband networks.  The company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the Debtors in their restructuring efforts.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.

The Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.


AFFINIA GROUP: S&P Assigns 'BB-' Rating on Proposed $200MM Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Affinia Group Inc.'s proposed
$200 million senior secured notes due 2013.  The issue-level
rating and recovery rating indicate S&P's expectation of very high
recovery of principal in the event of a payment default or
bankruptcy.
     
At the same time, S&P affirmed the 'B' corporate credit rating on
Affinia.  The outlook is negative; however, S&P would likely
revise the outlook to stable if Affinia is successful in its
refinancing efforts despite difficult credit market conditions.
     
The proposed notes and asset-based lending facility would improve
liquidity and eliminate the threat of restrictive financial
covenants in Affinia's existing secured term loan.  Proceeds from
the secured notes and an unrated proposed $340 million ABL
revolving credit facility would be used to replace Affinia's
existing senior secured term loan and revolving credit facilities.  
Proceeds would also be used to finance the recently announced $49
million acquisition of unrated Chinese brake component producer
Longkou Haimeng Machinery Co., one of Affinia's two primary
suppliers in China.
     
The ratings on Ann Arbor, Mich.-based Affinia reflect the
company's high leverage, currently thin liquidity, and
participation in the intensely competitive auto aftermarket
components industry.  These weaknesses more than offset Affinia's
fair geographical diversity and No. 1 or No. 2 position in its
primary markets.
     
Affinia, with annual revenues of nearly $2.2 billion, offers well-
known brands such as Raybestos brakes and WIX oil and air filters.  
Nearly all of Affinia's sales come from supplying products to the
replacement aftermarket, so the company is not exposed to the
volatile and declining production schedules of the U.S.-based
automakers.  However, "The auto aftermarket is intensely
competitive and vulnerable to substitution by low-cost imports,"
said Standard & Poor's credit analyst Gregg Lemos Stein.  "Growth
is sluggish, and we expect it to remain so in 2008 and 2009
because of high gas prices and the weak U.S. economy.  Also, raw
material cost inflation is a risk factor," he continued.

Affinia's largest exposures are to steel, energy, and shipping
costs, which have been rising and volatile.  The company recently
implemented price increases intended to fully recover these higher
costs for the full year.

To address the threat of foreign competition and eliminate excess
manufacturing capacity, Affinia has closed numerous plants in the
U.S., Canada, and Europe while increasing production and
outsourcing in lower-labor-cost countries such as China, Mexico,
and Ukraine.  The multiyear restructuring plan is nearing
completion but still entails significant execution risk in that
the company must maintain an adequate supply of finished goods
while consolidating its locations.
     
The negative outlook reflects primarily restrictive financial
covenants that reduce Affinia's liquidity.  S&P would likely
revise the outlook to stable if Affinia is successful in
refinancing its existing secured credit facilities despite
difficult credit market conditions, as this would eliminate the
constraint of the financial covenants.  An upgrade is highly
unlikely during the next year because of weak economic conditions
in the U.S. and Western Europe.  

S&P could lower the ratings if the current refinancing is
unsuccessful and S&P came to expect that the company would fail to
remain in compliance with its covenants, if free operating cash
flow remained negative, or if liquidity otherwise deteriorated
from current levels.  Even if the refinancing is successful, a
downgrade could be triggered by leverage increasing substantially
over 6x, including S&P's adjustments, or if availability under the
proposed ABL were to become constrained.


AMDL INC: Closes Convertible Notes' Private Placement  
-----------------------------------------------------
AMDL, Inc. disclosed in a Securities and Exchange Commission
filing the successful closing and terms of a $2,510,000 private
placement offering of 10% convertible notes.  The placement agents
for the offering were Jesup & Lamont Securities Corporation and
Dawson James Securities, Inc.

Gary Dreher, President and CEO of AMDL, Inc., said, "This
financing strengthens our cash position and allows us to
accelerate key business initiatives.  We appreciate the financial
support from our investors and their vote of confidence in AMDL's
China and US-led operations."

AMDL sold $2,510,000 of 10% convertible notes at par value.  The
notes mature at the earlier of 12 months from the completion of a
registered follow-on public offering or 24 months after issuance.  
The notes will be repaid either at maturity in cash equal to 150%
of the principal amount of the notes plus an amount equivalent to
10% per annum interest, or upon forced mandatory conversion into
shares of the Company's common stock in the event of a public
offering of at least $25 million in gross proceeds to AMDL.  At
any time after February 15, 2009, the holders of the notes have
the right to convert the entire principal and interest due into
common stock of the Company.

The conversion price will be at a discount of 50% to:

  (i) the price of the Company's common stock on the closing of
      the public offering; or

(ii) the common stock on February 15, 2009; provided, however, in
      no event will the conversion price be less than $1.20 per
      share.

In the event of a voluntary conversion, the shares issued will not
be registered. The shares issuable on conversion carry "piggy-
back" registration rights should the Company file a registration
statement subsequent to conversion.

In the event of a forced conversion into common shares in the
public offering, note holders will be subject to a lock-up on any
remaining shares not sold in the offering for 90 days after the
public offering.  Upon any conversion of the notes into common
stock of the Company, the Company will also issue warrants to
purchase common stock to the converting investors in the amount
equal to 50% of the number of shares of common stock into which
their notes were converted.  Warrants will have a term of five
years from the date of issuance and shall be exercisable at a
price equal to 120% of the closing price of the Company's common
stock on the date of conversion; provided however, in no event
shall the exercise price of the warrants be less than 120% of the
five day volume average weighted price -- VWAP -- of the Company's
common stock the on closing date of the debt offering.

The placement agents received cash commissions of $251,000,
representing 10% of the principal amount of the notes purchased,
$62,750 in non-accountable expenses and due diligence fees --
2-1/2% of the principal amount of the notes purchased -- and five
year warrants to purchase a maximum of 209,167 shares of the
Company's common stock -- which number will be adjusted and
reduced when the initial conversion price of the notes is
determined -- exercisable at $2.69 per share, representing a price
equal to 115% of the five day VWAP of the common stock of the
Company up to the closing.

AMDL structured the debt financing so the conversion price will be
determined at or about the same time as an anticipated 1st quarter
2009 "at market" public offering.  Prior to this event, the
Company expects to meet certain milestones that it believes will
positively impact the conversion price.  Specifically, AMDL
intends to a secure new comprehensive credit facility in China.
The credit facility is anticipated to include collateralized
mortgage financing, construction financing, as well as lines of
credit for accounts payable and research and development.  AMDL
intends to use proceeds from these financings for, among other
things, the release of new pharmaceutical products in the China
market; to advance business development efforts for the recently
FDA-approved DR-70(R) ELISA cancer monitoring test; accelerate the
product development pipeline for leading products that include
Goodnak(R), the MyHPV Chip Test Kit(R), and Domperidone; and to
fund AMDL's other general working capital needs in China and the
US. No assurances can be given that these milestones can be
achieved or what the timing thereof will be.

                         About AMDL Inc.

Based in Tustin, California, AMDL, Inc., (AMEX: ADL) --
http://www.amdl.com/-- with operations in Shenzhen, Jiangxi, and    
Jilin, China, is a vertically integrated specialty pharmaceutical
company.  In combination with its subsidiary Jade Pharmaceutical
Inc., AMDL engages in the research, development, manufacture, and
marketing of diagnostic products.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
KMJ Corbin & Company LLP expressed substantial doubt about AMDL
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
significant operating losses and negative cash flows from
operations through Dec. 31, 2007, and accumulated deficit at
Dec. 31, 2007.

The company incurred net losses off $429,567 and $2,264,305 during
the three months ended June 30, 2008 and 2007, respectively, and
had an accumulated deficit of $38,788,660 at June 30, 2008.  In
addition, the company used cash in operations of $1,348,241 and
$2,876,356 during the six months ended June 30, 2008 and 2007,
respectively.


AMERICAN INT'L: SEC Subpoenas Funds on Share Manipulation
---------------------------------------------------------
The U.S. Securities and Exchange Commission subpoenaed more than
two dozen hedge funds on Sept. 22 as part of its probe on whether
traders were spreading rumors to manipulate shares, Kara Scannell
at The Wall Street Journal reports, citing people familiar with
the matter.

Elizabeth MacDonald at Foxbusiness.com relates that the SEC has
subpoenaed 50 hedge funds to find out if they were engaging in
rumor mongering to drive down shares in 19 financial companies
"they had shorted in naked short sales to book a profit."

According to WSJ, the subpoenas identified these financial
institutions affected by manipulation:

     -- American International Group Inc.,
     -- Goldman Sachs Group Inc.,
     -- Lehman Brothers Holdings Inc.,
     -- Morgan Stanley,
     -- Washington Mutual Inc., and
     -- Merrill Lynch & Co.

WSJ relates that the subpoenas seek trading data -- include
details of funds' positions in stocks, derivatives, swaps and
other financial instruments, when trades were initiated and
settled, and whom they involved -- and e-mail communications
between Sept. 1 and Sept. 19, when certain financial markets came
close to freezing up.  

Bloomberg News relates that the Federal Bureau of Investigation is
probing the financial troubles of AIG, Lehman Brothers, Fannie Mae
and Freddie Mac.  Evan Perez at WSJ relates that law enforcement
officials said that the FBI's preliminary inquiries are focusing
on whether fraud helped cause some of the troubles at these four
companies.  According to WSJ, the U.S. Attorney in Brooklyn has
brought charges against brokers who allegedly tricked some
institutional investors into purchasing risky auction-rate
securities.

Based in New York City, American International Group Inc. --
http://www.aig.com/-- (NYSE: AIG) 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.

The company's British headquarters are located on Fenchurch Street
in London, continental Europe operations are based in La Defense,
Paris, and its Asian HQ is in Hong Kong.  AIG owns Ocean Finance,
a United Kingdom based company providing home owner loans,
mortgages and remortgages.  AIG operates in the UK with the brands
AIG UK, AIG Life and AIG Direct.  It has about 3,000 employees,
and sponsors the Manchester United football club.  In response to
redemption demands, AIG Life (UK) suspended redemptions of its AIG
Premier Bond money market fund on Sept. 19, 2008, in order to
provide an orderly withdrawal of assets.

The Federal Reserve Bank of New York has extended to AIG a
revolving credit facility up to $85 billion. AIG's borrowings
under the revolving credit facility will bear interest, for each
day, at a rate per annum equal to three-month Libor plus 8.50%.
The revolving credit facility will have a 24-month term and will
be secured by a pledge of assets of AIG and various subsidiaries.
The revolving credit facility will contain affirmative and
negative covenants, including a covenant to pay down the facility
with the proceeds of asset sales.

The summary of terms also provides for a 79.9% equity interest in
AIG. The corporate approvals and formalities necessary to create
this equity interest will depend upon its form.

In a statement, the company said "AIG is a solid company with over
$1 trillion in assets and substantial equity, but it has been
recently experiencing serious liquidity issues."

Standard & Poor's Ratings Services has revised the CreditWatch
status of most of its ratings on the AIG group of companies --
including its 'A-' long-term counterparty credit ratings on
American International Group Inc. and International Lease Finance
Corp. and the 'A+' counterparty credit and financial strength
ratings on most of AIG's insurance operating subsidiaries -- to
CreditWatch developing from CreditWatch negative.   

Fitch Ratings revised its Rating Watch on American International
Group, Inc. to Evolving from Negative.  Fitch viewed this
transaction as a favorable development that alleviates significant
near-term liquidity concerns.
     
The Troubled Company Reporter reported on Sept. 19, 2008 that that
Edward Liddy replaced Robert Willumstad as AIG's CEO.

                     *     *     *          

In a U.S. Securities and Exchange Commission filing dated Aug. 6,
2008, AIG reported a net loss for the second quarter of 2008 of
$5.36 billion compared to 2007 second quarter net income of
$4.28 billion.  Second quarter 2008 adjusted net loss was
$1.32 billion, compared to adjusted net income of $4.63 billion
for the second quarter of 2007.  The continuation of the weak U.S.
housing market and disruption in the credit markets, as well as
global equity market volatility, had a substantial adverse effect
on AIG's results in the second quarter.

Net loss for the first six months of 2008 was $13.16 billion,
compared to net income of $8.41 billion in the first six months
of 2007.  Adjusted net loss for the first six months of 2008 was
$4.88 billion, compared to adjusted net income of $9.02 billion in
the first six months of 2007.


AMERICAN MEDIA: June 30 Balance Sheet Upside-Down by $398.7MM
-------------------------------------------------------------
American Media Operations Inc. disclosed in a Securities and
Exchange Commission filing that as of June 30, 2008, it balance
sheet showed $891.6 million in total assets, $1.29 billion in
total liabilities, resulting to $398.7 million in shareholders'
deficit.

AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.

As of June 30, 2008, the company had cash and cash equivalents of
$19.6 million, $26.0 million outstanding on its revolving credit
facility, and a working capital deficit of $467.0 million.

The increase in working capital deficit of $444.8 million from
$22.2 million at March 31, 2008 primarily resulted from:

  (i) $413.4 million related to the company's 2009 Notes being
      classified as a current liability;

(ii) a $44.6 million decrease in cash and cash equivalents
      primarily due to a $34.0 million payment towards its
      Revolving Facility, a fiscal year 2008 Excess Cash Flow
      paymentof $8.1 million and the first required quarterly
      $1.1 million principal payment on its Term Facility
      borrowing;

(iii) a $3.4 million decrease in trade receivables;

(iv) a $2.0 million increase in deferred revenue; and

  (v) a $1.7 million increase in accrued expenses and other
      liabilities.

These items were partially offset by:

  (i) an $8.1 million decrease in the current portion of its Term
      Facility due to the $8.1 million fiscal year 2008 Excess
      Cash Flow payment made on June 30, 2008;

(ii) a $7.7 million decrease in accrued interest due to the
      timing of interest payments;

(iii) a $2.5 million decrease in accounts payable;

(iv) a $1.1 million increase in inventories; and

  (v) a $0.8 million increase in prepaid expenses and other
      current assets.

AMOI believes that it is probable that it will be able to complete
a refinancing of the 2009 Notes on or prior to Feb. 1, 2009.

                     About American Media Inc.

Headquartered in Boca Raton, Florida, American Media Operations
Inc., is a publisher of celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services Inc.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 3, 2008,
Standard & Poor's Ratings Services said that American Media
Operations Inc.'s (CCC+/Negative/--) announcement that it has
commenced a tender offer for its $414.5 million 10-1/4% senior
subordinated notes due 2009 and its $155.5 million 8-7/8% senior
subordinated notes due 2011 at par value does not currently affect
the rating or outlook on the company.


APP PHARMACEUTICALS: Fresenius SE Completes Firm's Acquisition
--------------------------------------------------------------
APP Pharmaceuticals Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 10, 2008, Fresenius Kabi
Pharmaceuticals Holding, Inc., completed the acquisition of APP
Pharmaceuticals pursuant to the merger contemplated by an
Agreement and Plan of Merger, dated July 6, 2008, among Fresenius
SE, a societas europaea organized under the laws of Germany; FK
Holdings, an indirect, wholly owned subsidiary of Fresenius;
Fresenius Kabi Pharmaceuticals, LLC, a direct, wholly owned
subsidiary of FK Holdings; and APP.

The Merger was approved on July 6, 2008, by the written consent of
Dr. Patrick Soon-Shiong and certain entities affiliated with him,
who together owned at that date approximately 81.1% of the
outstanding shares of APP common stock.  As a result of the
Merger, APP is a direct wholly owned subsidiary of FK Holdings.

A total of $3,730,419,320.92 in cash was paid and 163,251,906
Contingent Value Rights were issued as consideration for the
Merger. Pursuant to the Merger Agreement, from the effective time
of the Merger, the managers of Merger Sub, consisting of Ulf M.
Schneider and Rainer Baule, became the directors of APP to serve
as directors in accordance with the certificate of incorporation
and by-laws of APP.

Effective Sept. 10, 2008, the certificate of incorporation of APP
was amended to delete provisions that related to APP's authorized
share capital and to provide that APP has authority to issue 1,000
shares of common stock, each having a par value of one-tenth of
one cent -- $0.001.  

The Certificate was also amended to delete provisions related to
the management of APP and to provide that:

  (i) the business and affairs of APP will be managed by or
      under the direction of the board of directors of APP,

(ii) the directors will have concurrent power with the
      stockholders to make, alter, amend, change, add to or repeal
      the By-Laws,

(iii) the number of directors of APP shall be as from time to time
      fixed by, or in the manner provided in, the By-Laws and that
      election of directors need not be by written ballot unless
      the By-Laws so provide; and

(iv) the directors are empowered to exercise all the powers and
      do all the acts and things as may be exercised or done by
      APP, subject to applicable law, the Certificate, and the By-
      Laws.

                      About APP Pharmaceuticals

Headquartered in Schaumburg, Illinois, APP Pharmaceuticals Inc. is
a hospital-based injectable pharmaceutical company, focusing on
oncology, anti-infective, anesthetic/analgesic and critical care
markets.  The company develops, produces and markets a
comprehensive portfolio of over 100 hospital-based injectable
products and operates three manufacturing facilities producing a
comprehensive range of dosage formulations, including
lyophilization.

At March 31, 2008, the company's balance sheet showed total assets
of $1,087,100,000 and total liabilities of $1,160,010,000,
resulting in a total stockholders' deficit of $72,910,000.

The Troubled Company Reporter reported on July 11, 2008, that
Standard & Poor's Ratings Services affirmed APP Pharmaceuticals
Inc.'s 'BB' long-term corporate ratings.  The outlook on APP is
stable.


ARAMARK CORP: S&P Holds 'B+' Rating; Changes Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on ARAMARK
Corp. to positive from stable.  At the same time, S&P affirmed its
ratings on ARAMARK, including the 'B+' corporate credit rating.
     
The outlook revision reflects ARAMARK's good operating performance
that has led to improved credit measures and a substantial
liquidity position, despite current economic challenges.

Philadelphia, Pennsylvania based ARAMARK had about $5.9 billion of
debt as of June 27, 2008.
     
The ratings on ARAMARK continue to reflect its highly leveraged
financial profile and significant cash flow requirements to fund
interest and capital expenditures.  ARAMARK's good position in the
competitive, fragmented markets for food and support services, and
uniform and career apparel somewhat mitigate these factors.  These
positions have translated into a sizable stream of recurring
revenues and healthy cash flow generation.
     
"The positive outlook reflects our belief that ARAMARK's credit
measures will continue to improve in the near to intermediate
term, despite weak economic conditions," noted Standard & Poor's
credit analyst Jean C. Stout.  If the company can continue to
improve key credit ratios, specifically leverage close to 5x and
funds from operations to total debt trending toward 15%, we could
raise the rating by one notch.  "While unlikely over the near
term, if liquidity becomes constrained and/or leverage increases
above 5.5x and FFO to total debt declines to about 9%, we could
revise the outlook to stable," she continued.  

S&P estimates that if fiscal 2008 sales increase by just 5% and
EBITDA margins remain near current levels, leverage would be 5.5x
and FFO would remain slightly above 10%.

                       
ARIAD PHARMACEUTICALS: SEC Will Keep Merck Agreement Under Seal
---------------------------------------------------------------
On Sept. 12, 2008, L. Jacob Fien-Helfman, special counsel and
information officer of the Securities and Exchange Commission,
disclosed that ARIAD Pharmaceuticals, Inc. submitted an
application under Rule 24b-2 requesting confidential treatment for
information it excluded from the Exhibits to its Form 10-Q filed
on August 11, 2008.

"Based on representations by ARIAD Pharmaceuticals, Inc. that this
information qualifies as confidential commercial or financial
information under the Freedom of Information Act, 5 U.S.C.
552(b)(4), the Division of Corporation Finance has determined not
to publicly disclose it."  Mr. Fien-Helfman said excluded
information from Exhibit 10.2 will not be released to the public
through August 11, 2018.

Exhibit 10.2 contained the Deforolimus API and Tablet Supply
Agreement dated May 7, 2008, among ARIAD Pharmaceuticals, Inc.,
ARIAD Gene Therapeutics, Inc. and Merck & Co., Inc.

A full-text copy of the company's Form 10-Q is available for free
at http://researcharchives.com/t/s?3299

                            Background

For the quarter ended June 30, 2008, the company posted
$17,267,000 net loss on revenues of $1,450,000.  The company's
total operating expenses reached $18,856,000.  For the six-month
period ended June 30, 2008, the Company reported a net loss of
$34,278,000.  

In an Aug. 7 press release, ARIAD said: "These results continue to
reflect advancement of the Company’s development programs and the
positive impact of the Company's collaboration with Merck & Co.,
Inc., for the development and commercialization of deforolimus.  
This collaboration resulted in an increase in license and
collaboration revenue based on upfront and milestone payments
received to date from Merck, and an increase in research and
development expenses due to expansion of the Company’s clinical
trials under the collaboration in the six-month period ended June
30, 2008 compared to the corresponding period in 2007. These
results also reflect an increase in general and administrative
expenses in 2008 compared to 2007, related to corporate and
commercial development initiatives and patent litigation."

"For the six-month period ended June 30, 2008, cash used in
operations was $31,700,000 compared to cash used in operations of
$26,400,000 for the same period in 2007. The Company ended the
second quarter of 2008 with cash, cash equivalents and marketable
securities of $60,000,000 compared to $85,200,000 at December 31,
2007."

At June 30, 2008, the company's consolidated balance sheet showed
$82,006,000 in total assets and $30,074,000 in total current
liabilities, $12,250,000 long-term debt, $111,000 capital lease
payable, $77,202,000 deferred revenue, $1,533,000 deferred
executive compensation, and $39,164,000 in total stockholders'
deficit.

On Aug. 7, 2008, the Company reiterated its financial guidance for
fiscal year 2008, estimating cash used in operations of
$41,000,000 to $44,000,000 and a net loss of $81,000,000 to
$84,000,000 for the year.  Cash used in operations for the second
half of 2008 is projected to be $10,000,000 to $12,000,000,
reflecting the favorable impact of expected milestone payments,
totaling $30,000,000, from Merck related to enrollment of the
first patient in each of three Phase 2 clinical trials of
deforolimus in several different cancers.  In July and August
2008, the Company announced the start of two of these three
trials.

"Our results through June 30, 2008 are on track with our plans for
the year, and our financial guidance for fiscal year 2008 remains
unchanged," said Edward M. Fitzgerald, senior vice president and
chief financial officer of ARIAD, in a press release dated Aug. 7.

"In the second quarter of 2008, we made important progress in
expanding and advancing our clinical programs, and we are
executing well in all areas of our business," stated Harvey J.
Berger, M.D., chairman and chief executive officer of ARIAD, in a
press release dated Aug. 7, 2008. "Our partnership with Merck &
Co., Inc. for the global development of our investigational mTOR
inhibitor, deforolimus, is strong and productive, and we remain
focused on delivering results consistent with our key corporate
objectives for the year. Financially, our cash used in operations
for the first six months of 2008 is in line with where we planned
to be at this time in the year."

                      Progress in the Clinic

In a press release dated Aug. 7, ARIAD disclosed that it continued
to make solid progress in its development programs, including:

   * Expansion of clinical sites for the Phase 3 SUCCEED trial of
oral deforolimus in patients with metastatic sarcomas. Sites in
Europe, Asia and Latin America, as well as the United States, are
now enrolling patients. The Company also launched a website,
http://www.SUCCEEDtrial.com,to build further awareness of the  
trial and provide information regarding patient enrollment.

   * Preparation for the initiation of three Phase 2 clinical
trials expected to begin this year to examine the efficacy and
safety of oral deforolimus in patients with several different
cancers. The first two trials are now underway in patients with
metastatic breast cancer and advanced endometrial cancer. The
third trial in patients with prostate cancer is expected to begin
enrollment later this year.

   * Initiation of three Phase 1 trials of deforolimus: oral
deforolimus in combination with Merck's IGF-1R inhibitor, oral
deforolimus as a single agent in Japan, and intravenous
deforolimus as a single agent in pediatric solid tumors, sponsored
by the Pediatric Cancer Foundation.

   * Initiation of a Phase 1 study of ARIAD's investigational oral
multi-targeted kinase inhibitor, AP24534, in refractory
hematologic cancers. Patient enrollment is underway, and early
clinical data on this product candidate could be available as soon
as the end of 2008.

   * Presentation of data from ARIAD's dose-ranging study of oral
deforolimus at the American Society of Clinical Oncology meeting
in May 2008. These data provided the rationale for selection of
the oral dose and administration schedule that are now being used
in the ongoing Phase 3 SUCCEED trial and other trials of oral
deforolimus.

ARIAD will continue executing on these important clinical programs
for the remainder of the year, driving toward potential
presentation of initial data in 2009.

              Changes in Senior Management Team

On Aug. 7, the company disclosed changes to its senior management
team:

   * Commercial Operations: Richard W. Pascoe has resigned his
position as senior vice president and chief operating officer of
ARIAD, effective as of August 8, 2008. Mr. Pascoe has accepted the
position of chief executive officer of a specialty pharmaceutical
company focused on psychiatric and neurological diseases.

   * ARIAD announced the promotion of Matthew E. Ros, currently
vice president, oncology marketing of ARIAD, to the newly created
position of vice president, commercial operations. Mr. Ros has an
outstanding track record in the pharmaceutical industry with
nearly 20 years of experience in sales, marketing and operations
management for oncology products. Prior to joining ARIAD in 2007,
Mr. Ros held a series of senior management positions at Bristol-
Myers Squibb Company (BMS), most recently as senior director and
U.S. commercial lead. He played a key role in the launch and
commercialization of several of BMS's most recent oncology
products.

   * Corporate Communications and Investor Relations: ARIAD also
announced the appointment of Maria E. Cantor to the newly created
position of vice president, corporate communications and investor
relations. Ms. Cantor, who most recently was a senior director of
corporate communications at Genzyme Corporation, will lead the
Company's communications function and be responsible for the
design and implementation of all communications and investor-
relations strategies.  Ms. Cantor brings nearly 20 years of
communications expertise to ARIAD, the past seven of which she
spent in roles of increasing responsibility at Genzyme. Most
recently, she led communications initiatives for Genzyme's
oncology, multiple sclerosis, genetic testing and orthopedics
business units. During her tenure at Genzyme, she also was
responsible for leading key branding initiatives, as well as
enhancing Genzyme's corporate image and internal communications
programs.  Ms. Cantor received her M.S. degree in Communications
Management from Syracuse University and her B.S. degree from
Emerson College.

"This is an exciting time for ARIAD, and we are delighted to
recognize the proven leadership qualities demonstrated by Matt Ros
during his tenure at ARIAD. I am proud of the caliber of the
talent on our management team and the results that we have
achieved over the past several years," said Dr. Berger. "Matt has
a solid track record of delivering positive results for the
oncology franchises he has championed. With his leadership, we are
well positioned to extend the growth of our oncology portfolio. We
wish Rich continued success as he pursues the next phase of his
career."

"We are delighted to have Maria join us to lead our communications
programs," said Mr. Fitzgerald. "With her experience in driving
key initiatives for a major biotechnology company like Genzyme, we
are confident of the impact that she will have in developing
strategies and programs for enhancing communications with all
stakeholders of ARIAD."

                    Upcoming Medical Meeting

ARIAD will be presenting data on deforolimus and AP24534 at the
upcoming EORTC-NCI-AACR (ENA) scientific meeting in Geneva,
Switzerland, October 21 to 24, 2008.  This will be the first time
that preclinical data will be presented showing anti-tumor
activity for AP24534 in models of solid tumors.  Clinical and
preclinical data on oral deforolimus will also be presented.

                   Upcoming Investor Meetings

ARIAD management will be making corporate presentations at Lazard
Capital Markets Annual Life Sciences Conference in New York, which
will be held from November 18 to 19, 2008.

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the     
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82,006,000 in total assets and $30,074,000 in total current
liabilities, $12,250,000 long-term debt, $111,000 capital lease
payable, $77,202,000 deferred revenue, $1,533,000 deferred
executive compensation, and $39,164,000 in total stockholders'
deficit.


ARIAD PHARMACEUTICALS: Board Okays ARIAD Gene Therapeutics Merger
-----------------------------------------------------------------
Edward M. Fitzgerald, senior vice president and chief financial
officer of ARIAD Pharmaceuticals, Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission dated
Sept. 17, 2008, that the independent and disinterested members of
the Board of Directors of ARIAD have been evaluating a variety of
potential strategic alternatives with respect to acquiring the 20%
minority interest of ARIAD's 80%-owned subsidiary, ARIAD Gene
Therapeutics, Inc.  The Independent Directors include all members
of the Board of Directors of ARIAD other than Harvey J. Berger,
M.D., ARIAD's Chairman and Chief Executive Officer, and Jay R.
LaMarche, a member of the ARIAD Board, each of whom are
stockholders of AGTI.  On September 11, 2008, ARIAD's Board
approved, and ARIAD and AGTI entered into, an agreement and plan
of merger pursuant to which AGTI has been merged with and into
ARIAD.  As stockholders of AGTI, Dr. Berger and Mr. LaMarche,
abstained from the vote.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://researcharchives.com/t/s?329e

Pursuant to the Merger Agreement, each of the 1,126,064
outstanding shares of AGTI common stock owned by AGTI's minority
stockholders has been converted into the right to receive two
shares of ARIAD common stock.  This exchange ratio was determined
by the Independent Directors based on analyses received from an
investment banking firm retained by the Independent Directors.  In
accordance with the provisions of section 262 of the Delaware
General Corporation Law, any of the AGTI minority stockholders who
properly demand appraisal of their AGTI shares will be entitled to
seek a judicial determination of the fair value of such shares.  
If none of the AGTI minority stockholders exercise such appraisal
rights, a total of 2,252,128 shares of ARIAD common stock will be
issued, representing approximately 3.1 percent of the outstanding
common stock of ARIAD following the transaction.  

Dr. Berger owns 178,571 shares of AGTI common stock, or 3.2% of
the outstanding AGTI shares, and Mr. LaMarche owns 85,285 shares
of AGTI common stock, or 1.5% of the outstanding AGTI shares. In
addition, John D. Iuliucci, Ph.D., ARIAD's Senior Vice President,
Chief Development Officer, owns 35,714 shares of AGTI common
stock, or 0.6% of the outstanding AGTI shares, and David L.
Berstein, ARIAD's Senior Vice President, Chief Intellectual
Property Officer, owns 14,285 shares of AGTI common stock, or 0.3%
of the outstanding AGTI shares.

The shares of ARIAD common stock to be issued in the merger will
not be registered under the Securities Act of 1933, as amended,
and will be issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act (and the
regulations promulgated thereunder, including Regulation D)
relating to sales by an issuer not involving a public offering.

"In order to create additional value for our stockholders, the
independent and disinterested members of the ARIAD Board
undertook, with the assistance of an investment banking firm, an
extensive evaluation of strategic alternatives with respect to
acquiring the 20 percent minority interest of AGTI that ARIAD did
not own," stated Sandford D. Smith, vice chairman of the ARIAD
Board, in a press release dated Sept. 12.  "Based on our
evaluation, we believe that this is an appropriate time to combine
the companies and that this agreement is in the best interests of
all parties."

"Upon the consummation of this merger, ARIAD is poised to realize
all of the potential future economic benefit from deforolimus and
other assets previously owned by AGTI," stated Dr. Berger.

                      Information Statement

In connection with the merger, an information statement dated
September 22, 2008 has been mailed to the minority stockholders of
AGTI.  A full-text copy of the Information Statement is available
for free at http://researcharchives.com/t/s?329b

It provides detailed information regarding specific actions AGTI
stockholders will need to take to exchange their AGTI shares for
ARIAD common stock.  Any holders of AGTI common stock who properly
demand appraisal of their shares will be entitled to seek a
judicial determination of the fair value of those shares in
accordance with the provisions of the Delaware General Corporation
Law.

                   About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the     
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82,006,000 in total assets and $30,074,000 in total current
liabilities, $12,250,000 long-term debt, $111,000 capital lease
payable, $77,202,000 deferred revenue, $1,533,000 deferred
executive compensation, and $39,164,000 in total stockholders'
deficit.


ARIAD PHARMACEUTICALS: Names Laurie Allen as AGTI President
-----------------------------------------------------------
On Sept. 11, 2008, ARIAD Pharmaceuticals, Inc.'s Board of
Directors approved an agreement and plan of merger with ARIAD's
80%-owned subsidiary, ARIAD Gene Therapeutics, Inc.  Immediately
prior to the merger, ARIAD appointed Laurie A. Allen, Esq.,
ARIAD's senior vice president, chief legal officer and secretary,
as the sole director and the president and secretary of AGTI.

In connection with her service to AGTI, on Sept. 11, 2008, ARIAD
amended Ms. Allen's employment agreement and AGTI entered into a
compensation arrangement and a post-employment consulting
agreement with Ms. Allen.

   (1) Amendment to Employment Agreement

       Ms. Allen's employment agreement with ARIAD, dated
       March 4, 2002, as amended, was further amended to:

          (i) modify the provisions concerning termination for
              disability,

         (ii) revise the definition of "cause" and require
              approval of any termination for "cause" by
              two-thirds of the ARIAD Board,

        (iii) modify the provisions regarding disclosure of
              confidential information, and

         (iv) remove the provisions concerning non-competition
              and non-solicitation.

   (2) Guarantee

       AGTI entered into a Guarantee with Ms. Allen pursuant to
       which it agreed to perform all of the obligations of ARIAD
       under Ms. Allen's employment agreement to the extent not
       performed by ARIAD.  AGTI also agreed that, during Ms.
       Allen's employment with ARIAD, Ms. Allen will receive:

          (i) a base salary at a rate no less than she currently
              receives, which rate shall be increased annually by
              the average percentage increase received by ARIAD's
              executive officers,

         (ii) an annual bonus equal to at least 30% of her base
              salary, and

        (iii) health and dental benefits no less favorable than
              she currently receives, along with any improvements
              made available to ARIAD's other senior executives.

       In addition, the agreement provides that, following a
       termination of her employment, Ms. Allen will receive:

          (i) continued health and dental coverage for two years,
              and

         (ii) a payment equal to two times the Black-Scholes
              value of any forfeited unvested options.  

       The agreement also provides that ARIAD will pay any legal
       expenses that she may incur in connection with enforcing
       her employment agreement or any other agreement with the
       company.  The agreement was assumed by ARIAD in connection
       with the merger.

   (3) Consulting Agreement

       AGTI entered into a Consulting Agreement with Ms. Allen,
       commencing upon the termination of her employment for any
       reason with AGTI or any successor of AGTI.  Pursuant to
       the terms of the agreement, Ms. Allen will be paid a per
       diem rate of 1/261st of the aggregate base salary and
       bonus she received in the prior 12 month period. The
       agreement has a term of five years and may be terminated
       by the company in the event of death or for cause.  The
       agreement was assumed by ARIAD in connection with the
       merger.

The ARIAD Board also authorized the entry by ARIAD into an
indemnity agreement with Ms. Allen that updates the provisions of
ARIAD's existing indemnification agreement with Ms. Allen.
Pursuant to the terms of the new indemnity agreement, ARIAD will
indemnify, hold harmless and exonerate Ms. Allen in connection
with any Proceeding to which she was, is or is threatened to be
made a party, subject to specified exclusions.  The agreement also
provides for indemnification of all expenses actually and
reasonably incurred in connection with such proceedings, as well
as the right to advancement of expenses.  The agreement continues
in effect during the period Ms. Allen serves as an officer or
director of ARIAD, or any other enterprise for which she serves at
the request of ARIAD, and continues thereafter for so long as she
may be subject to a proceeding.

On Sept. 11, 2008, Ms. Allen also entered into an indemnity
agreement with AGTI in connection with her service to AGTI.  This
agreement was assumed by ARIAD in connection with the merger.  The
terms of the indemnity agreement by and between AGTI and Ms. Allen
are exactly the same as the terms set forth with respect to the
indemnity agreement by and between ARIAD and Ms. Allen.

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the     
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82,006,000 in total assets and $30,074,000 in total current
liabilities, $12,250,000 long-term debt, $111,000 capital lease
payable, $77,202,000 deferred revenue, $1,533,000 deferred
executive compensation, and $39,164,000 in total stockholders'
deficit.


ARIAD PHARMACEUTICALS: Court Grants Amgen Summary Judgment Motion
-----------------------------------------------------------------
ARIAD Pharmaceuticals, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission on Sept. 22, 2008, that the
United States District Court for the District of Delaware granted
Amgen Inc.'s motion for summary judgment of non-infringement of
seven claims of U.S. Patent No. 6,410,516 based on activities
related to Enbrel(R) (etanercept).  The court found that
administration of Enbrel falls outside the scope of the asserted
claims based on the court's interpretation of these claims to
exclude extracellular methods of reducing NF-KB activity.

"We are disappointed by these rulings on claim construction and
non-infringement, and plan to pursue the appropriate legal action
to obtain review of the rulings," said Harvey J. Berger, M.D.,
chairman and chief executive officer of ARIAD.

The '516 Patent, issued in 2002, is based on the pioneering
discoveries made by research groups led by Professors David
Baltimore, Phillip Sharp and Tom Maniatis at the Massachusetts
Institute of Technology, The Whitehead Institute for Biomedical
Research, and Harvard University.  ARIAD is the exclusive licensee
of the technology and patents.

                            Background

In its Annual Report filed March 17, 2008, ARIAD disclosed the
details of the litigation:

   "On April 20, 2006, Amgen Inc. and certain affiliated entities   
   filed a lawsuit against the Company in the U.S. District Court
   for the District of Delaware seeking a declaratory judgment
   that each of the claims contained in the '516 Patent are
   invalid and that Amgen has not infringed any of the claims of
   the '516 Patent based on activities related to Amgen's
   products, Enbrel (R) and Kineret (R).  On April 13, 2007, the
   Company, together with the institutional patentees, filed a
   counterclaim against Amgen, and joining Wyeth Corp. (“Wyeth”)
   in the action.  The counterclaim against Amgen and Wyeth
   alleged infringement of the '516 Patent based on activities
   related to Enbrel and Kineret, as well as the Company's answer
   to Amgen's complaint, counter-claim and demand for jury trial.  
   Amgen and Wyeth each filed a reply to the counterclaim,
   asserting that the '516 Patent is invalid and that it is
   unenforceable due to alleged inequitable conduct before the
   U.S. Patent and Trademark Office.

   "The Company has agreed to dismiss its claims of infringement
   of the '516 Patent against Wyeth pending final resolution,
   including appeals or settlement, of the litigation against
   Amgen.  Accordingly, a stipulated dismissal, without
   prejudice, was entered by the Delaware Court on December 12,
   2007.  If the Company prevails in its litigation against
   Amgen, the stipulated dismissal provides, among other things
   that the Company may renew its claims of infringement against
   Wyeth in the Delaware Court within 30 days after the Final
   Resolution. Wyeth has agreed not to contest the validity or
   enforceability of the '516 Patent or that the use of Enbrel by
   a patient amounts to direct infringement of the '516 Patent in
   a Renewed Action.

   "On January 31, 2008, the Delaware Court granted Amgen's
   motion filed on December 11, 2007, requesting leave to amend
   and supplement Amgen's reply and to plead additional facts in
   support of Amgen's counterclaim for inequitable conduct.  On
   February 8, 2008, the Company filed a motion to amend and
   clarify that the Company's counterclaim encompasses claims for
   infringement relating to Amgen's activities in supplying
   Enbrel for sales in markets outside the United States and to
   amend its counterclaim to reflect that the Company has
   dismissed without prejudice its counterclaims against Wyeth,
   that the Company is no longer asserting counterclaims for
   infringement with respect to Kineret, and that the Company has
   withdrawn its claims against Amgen for infringement of the
   '090 and '374 patents.  Such amendments to the Company's
   counterclaim serve to focus the claims asserted by the Company
   against Amgen to be tried before the jury in the 9-day trial
   in this case on the Company's claim that Amgen infringes the
   '516 Patent based on activities relating to Enbrel."

In its latest Form 10-Q filed Aug. 11, the company provided an
update of the litigation:

   "On May 29, 2008, the Delaware Court denied in part a motion
   filed by the Company and its co-defendants seeking to, among
   other things, clarify that the counterclaim filed by them
   encompasses claims for infringement relating to Amgen's ex-US
   activities.

   "On April 25, 2008, the Company and its co-defendants provided
   Amgen a partial covenant not to sue covering Kineret and
   Enbrel.  With respect to Kineret, the Covenant covers all
   claims of the '516 Patent, as well as any claim of the '516
   Patent that may reissue from the reexamination.  With respect
   to Enbrel, the Covenant covers all claims of the '516 Patent,
   other than the seven (7) claims currently being asserted
   against Enbrel and claims of the '516 Patent that may issue
   from the reexamination in a form that is either substantially
   identical to the seven (7) claims currently being asserted or
   not substantially identical to a claim of the '516 Patent that
   issued on June 25, 2002.  The Covenant does not abridge the
   Company's rights to institute an action against Wyeth upon
   final resolution of the Amgen litigation.

   "On April 25, 2008, the Company and its co-defendants, filed a
   motion seeking to dismiss for lack of jurisdiction under the
   Declaratory Judgment Act Amgen's challenges to the validity
   and enforceability of claims of the '516 Patent that are not
   being asserted against Enbrel.  Also on April 25, 2008, the
   Company and its co-defendants filed (i) their opening brief on
   claim construction, (ii) a motion for partial summary judgment
   with respect to Amgen's inequitable conduct defense, arguing,
   among other things, that certain of Amgen's factual
   allegations in support of that defense are moot in light of
   the Company's disclosures to the U.S. Patent and Trademark
   Office, and (iii) motions seeking to preclude trial testimony
   from certain of Amgen's expert witnesses.  The amendments to
   their counterclaim, the Covenant and the motions for partial
   dismissal and summary judgment serve to focus the claims
   asserted by the Company and its co-defendants against Amgen to
   be tried before the jury in the nine-day trial in this case on
   their claim that Amgen infringes the '516 Patent based on
   activities relating to Enbrel.  Amgen's opposition to these
   motions was filed on May 22, 2008.

   "On April 25, 2008, Amgen filed its opening brief on claim
   construction, as well as three motions for summary judgment,
   arguing that (i) Enbrel does not infringe the '516 Patent,
   (ii) the '516 Patent is invalid, and (iii) Amgen's
   infringement of the '516 Patent, if it exists, is not willful.  
   Also on April 25, 2008, Amgen filed several motions seeking to
   preclude trial testimony from certain of the Company's expert
   witnesses.  The  opposition of the Company and its co-
   defendants to Amgen's motions was filed on May 22, 2008.
   An amended scheduling order for this action has been issued by
   the Delaware Court.  The claim construction hearing was held
   and arguments on the pending dispositive motions were heard on
   June 19, 2008.  A pretrial conference is scheduled for
   October 15, 2008.  Trial is scheduled to commence on
   November 3, 2008."

                    About ARIAD Pharmaceuticals

Headquartered in Cambridge, Mass., ARIAD Pharmaceuticals Inc.
(Nasdaq: ARIA) -- http://www.ariad.com/-- is engaged in the     
discovery and development of breakthrough medicines to treat
cancer by regulating cell signaling with small molecules.  ARIAD
has a global partnership with Merck & Co. Inc. to develop and
commercialize deforolimus, ARIAD's lead cancer product candidate,
which is in Phase 3 clinical development.  

At June 30, 2008, the company's consolidated balance sheet showed
$82,006,000 in total assets and $30,074,000 in total current
liabilities, $12,250,000 long-term debt, $111,000 capital lease
payable, $77,202,000 deferred revenue, $1,533,000 deferred
executive compensation, and $39,164,000 in total stockholders'
deficit.


ARIGATO JAPANESE: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Arigato Japanese Steak House, Inc.
        3600 - 66th St. N.
        Saint Petersburg, FL 33710

Bankruptcy Case No.: 08-14679

Type of Business: The Debtor operates Japanese restaurants.
                  See: http://www.dinearigato.com/

Chapter 11 Petition Date: September 24, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy@tampaesq.com
                  Buddy D. Ford PA
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

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/flmb08-14679.pdf



ASARCO LLC: Files Second Amended Joint Plan of Reorganization
-------------------------------------------------------------
ASARCO LLC and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of Texas draft
copies of their Second Amended Joint Plan of Reorganization and
a Disclosure Statement explaining that Plan on Sept. 22, 2008.

The Debtors' proposed Second Amended Plan provides, among others,
that sources of payments to be made to Claimants pursuant to the
Plan include:

   * the Debtors' cash, which could total as much as $1.4 billion
     to $1.5 billion; and

   * the Available Plan Proceeds, which are expected to total
     $2.5 billion, assuming a $90 million Adjustment Payment
     Reserve, and a $10 million Unpaid Cure Claims Reserve.

Any amounts remaining in the Unpaid Cure Claims Reserve after the
application of the reserve pursuant to the Plan will be applied
to satisfy any remaining obligations of ASARCO under the Plan
Sponsor Purchase Sale Agreement after the application of the
Adjustment Payment Reserve pursuant to the Plan.

The proposed Second Amended Plan also includes the employee
benefit plan fiduciaries who are directors or employees of a
Debtor, and the Indenture Trustees Wilmington Trust Company,
Deutsche Bank Trust Company Americas, and Wells Fargo Bank,
National Association, under several prepetition Indentures
pursuant to which ASARCO issued debentures and notes.

The proposed Second Amended Plan also provides that the El Paso
and Amarillo, Texas sites will be transferred to a separate
Environmental Custodial Trust to be funded in the total amount of
$52,080,000.  The Debtors will file, after the Effective Date,
the Texas Environmental Custodial Trust Agreement, together with
any related settlement agreement, which will address the
remaining obligations with respect to the El Paso site.

Under the proposed Second Amended Plan, the Indenture Trustees
will be entitled to receive, on the Effective Date, cash in an
amount equal to the Indenture Trustee Fee Claims.  The proposed
Second Amended Plan also incorporates ASM Capital L.P. and
Contrarian Funds, L.L.C.'s statements regarding the Debtors'
Plan.  ASM and Contrarian holds approximately $8 million in Trade
Claims against the Debtors.

Interests in ASARCO LLC will be canceled under the proposed
Second Amended Plan.  However, the draft amended plan proposes
that if the holder of the Interest votes to accept the Plan and
elects to enter into a plan settlement, the holder will receive
the settlement benefits under the plan settlement in release of
their Interests in ASARCO.  If the holder of the Interests either
(1) votes to accept the Plan but declines to enter into the Plan
Settlement or (2) votes to reject the Plan, the holder will
receive any Available Plan Funds after the Class 11 Subordinated
Claims have been paid in full.

A copy of the Debtors' draft of the Second Amended Plan of
Reorganization is available for free at:

        http://bankrupt.com/misc/2ndamendeddebtorsplan.pdf

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--   
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

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

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

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

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

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

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASARCO LLC: Parent Files 1st Amended Plan & Disclosure Statement
----------------------------------------------------------------
Asarco Incorporated and Americas Mining Corporation delivered to
the U.S. Bankruptcy Court for the Southern District of Texas a
First Amended Plan of Reorganization for Debtors ASARCO LLC,
Southern Peru Holdings LLC, AR Sacaton LLC, and ASARCO Master
Inc., and a disclosure statement explaining that Plan on
Sept. 20, 2008.

The Parent's First Amended Plan addresses the objections to the
Parent's Disclosure Statement.  For one, the First Amended Plan
maintains that the Plan would result in distributions, in Cash,
to all creditors who already have Allowed Claims, including
creditors holding environmental claims, on the Effective Date.

As to the remaining non-asbestos and non-environmental claims
that have not yet been Allowed, the Parent asserts that the
timing of the Allowance of those claims is substantially in the
control of the Reorganizing Debtors and not the Plan Sponsors, at
least prior to the Effective Date of the Plan.  As to Asbestos
Personal Injury Claims and Miscellaneous Environmental Claims
that have not yet been Allowed, the Parent intends to require the
Holders of those Claims to prove their entitlement to recoveries.  
To that end, the Parent has filed a motion, known as the
Megaclaims Motion, seeking to have the Court determine the
maximum amount of Asbestos Personal Injury Claims well as
Unresolved Environmental Claims for purposes of distributions
under the Plan and the Debtors' Plan of Reorganization.

The Megaclaims Motion, according to the Parent, will enable the
Court to liquidate the relevant claims efficiently and will
enable the claims determination process with respect to Class 5
and Class 8 Claims to proceed on a parallel track with the plan
confirmation process such that distributions to creditors could
be made on or close to the Effective Date.  If the Court approves
the Megaclaims Motion, the Parent says it intends, with respect
to Class 8 Miscellaneous Claims, for the Court's estimation to
serve as the sole claims liquidation process for those Claims,
unless the Court determines that the Claims must be liquidated in
another forum to be unimpaired.

The Parent's First Amended Plan also provides that following the
implementation of the Plan, the Reorganized Debtors will remain
liable for Reinstated Environmental Claims, any Reinstated
Secured Claims, any Reinstated Bondholder Claims, Demands if the
Section 524(g) Treatment does not go into effect.  The Amended
Plan contemplates for these classes of claims to be paid in full
or reinstated on the Effective Date:

   * Class 2 Secured Claims
   * Class 4 Bondholders' Claims
   * Class 5 Asbestos PI Claims and Demands
   * Class 9 Reinstated Environmental Claims

Jorge Lazale Psihas, Asarco Inc.'s vice president and counsel,
says, based on financial information received from the Debtors,
Reorganized ASARCO is expected to generate free cash of
approximately $273 million in 2009, and cumulative free cash of
approximately $1.6 billion by 2012.  Even discounting the
Debtors' projections by 20%, Mr. Psihas believes that Reorganized
ASARCO will generate free cash of at least $218 million in 2009,
and cumulative free cash of at least $1.2 billion by 2012.  
Together with any surplus funds in the Disputed Claims Reserve
remaining after other Claims are paid in full, the Plan Sponsors
are confident there will be sufficient cash to address all
Reinstated Obligations in the ordinary course of business, even
without resort to the AMC Guaranty.

Following the implementation of the Plan, the Reorganized Debtors
will also remain liable for all of their Plan Obligations to the
extent the Plan Sponsor Contribution, the Distributable Cash, and
any other form of consideration held in the Disputed Claims
Reserve together are insufficient to satisfy all Plan
Obligations, and the AMC Guaranty will
provide addition recourse to satisfy those Plan Obligations.  
Therefore, all holders of Allowed Claims will have the right to
look to Reorganized ASARCO for payment of their Allowed Claims,
and will have additional recourse to the AMC Guaranty.

                 Indemnification by Section 524(g)
                   and Asbestos Claims Trusts

The Parent's First Amended Plan provides that the Section 524(g)
Trust and the Asbestos Claims Trust will indemnify, defend and
hold harmless each of the ASARCO Protected Parties from any and
all liabilities associated with an Asbestos Personal Injury Claim
or Demand that a third party seeks to impose upon any of the
ASARCO Protected Parties, or that are imposed upon any of the
ASARCO Protected Parties.  In the event that the Section 524(g)
Trust or the Asbestos Claims Trust makes a payment to any of the
ASARCO Protected Parties, and the liability on account of which
payment was made is subsequently diminished, either directly or
through a third-party recovery, the applicable ASARCO Protected
Party will promptly repay the Section 524(g) Trust the amount by
which the payment made by the Section 524(g) Trust exceeds the
actual cost of the indemnified liability.

Mr. Psihas clarifies that while funds sufficient to fund the
Section 524(g) Trust will be transferred to the Plan
Administrator on the Effective Date, those funds will not be
transferred to the Section 524(g) Trust until the time as there
is a Final Order determining the amount of consideration
necessary to fund the Section 524(g) Trust.

           Treatment of Claims under 1st Amended Parent Plan

The Parent's First Amended Plan incorporates the Debtors'
estimated aggregate amount of claims provided under the Debtors'
First Amended Plan of Reorganization filed September 12, 2008.  
The Parent's First Amended Plan retains the Full-Payment
provision.

Any holder of an Asbestos PI Claim with a Lien against any
property of the Reorganizing Debtors other than proceeds of an
Asbestos Insurance Policy will retain the Lien securing that
Claim, subject to the Section 542(g) Trust Agreement.  If the
Section 524(g) Treatment goes into effect, Asbestos PI Claims,
which are secured by Liens against proceeds of an Asbestos
Insurance Policy will be included in the treatment accorded Class
5 Asbestos PI Claims, and will be determined, processed,
liquidated, and paid pursuant to the terms and conditions of the
Section 524(g) Trust Distribution Protocol and the Section 524(g)
Trust Agreement.  The Section 524(g) Trust may assert any rights
and objections that the Reorganizing Debtors have against those
Claims, which rights, defenses, and objections are transferred to
the Section 524(g) Trust.

                      Labor Union Bargaining

Mr. Psihas tells the Court that the Parent and the United
Steelworkers have, at various dates in early 2008, exchanged
proposals for a collective bargaining agreement and met.  The
Parent, he says, offered to accept and assume all terms of the
New CBA with what it considers some limited non-economic
modifications and what the USW informs the Parent that it regards
as significant non-economic modifications.  However, the proposal
was not accepted by the USW.  The bargaining between the USW and
the Parent is currently the subject of unfair labor practice
charges that have been filed against the USW and are pending
before the NLRB, alleging, among other things, that the USW
bargained in bad faith by insisting as a condition of agreement
that the Parent agree to illegal and permissive subjects of
bargaining and thus engaged in bad faith bargaining within the
meaning of the labor laws.

Neither the Parent nor the USW has requested a bargaining session
with each other since the Plan Sponsor Selection Meeting in
Dallas on May 22 and 23, 2008.  Mr. Psihas says the Parent
remains willing to attempt to negotiate, in good faith, an
acceptable collective bargaining agreement with the USW and other
labor unions, but may also pursue its legal remedies including
before the Court as part of the Confirmation Hearing to address
the special successorship provision.

A blacklined copy of the Parent's First Amended Plan and
accompanying Disclosure Statement is available for free at:

      http://bankrupt.com/misc/1stamendedparentplan&ds.pdf

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--   
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

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

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

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

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

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

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASARCO LLC: Plan Voting Begins; Confirmation Hearing on Nov. 17
---------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has tentatively approved the
disclosure statements explaining both the competing Plans of
Reorganization filed by ASARCO LLC and its debtor affiliates and
by ASARCO's parent, Americas Mining Corporation.

Judge Schmidt convened a hearing on Sept. 23, 2008, to determine
whether the Disclosure Statements contain "adequate information"
as required by Section 1125 of the Bankruptcy Code.  

AMC has said in a Court filing that it is not seeking to use its
Disclosure Statement for the solicitation of votes in the
traditional sense since its Full-Payment Plan leaves creditors
unimpaired.  However, during the September 23 hearing, Judge
Schmidt ruled that AMC must let creditors vote on reorganization
proposals as the parent seeks to regain control of ASARCO,
Bloomberg News reported.

"Everybody gets to vote," Judge Schmidt said during the hearing,
Bloomberg said.  "I have not ruled that your vote has any
meaning, however."  AMC's counsel, Luc Despins, Esq., at Milbank,
Tweed, Hadley & McCloy, LLP, in New York, told Bloomberg that no
creditors has agreed to support the Parent's Plan.

Judge Schmidt, according to Bloomberg, was surprised by the lack
of creditor support for the Parent's Plan.  "You'd wonder why
[the creditors] wouldn't," Bloomberg quoted Judge Schmidt as
saying during the hearing.  "There must be something else
involved."  Creditors say it will take longer to be paid under
the Parent's proposal and that ASARCO may walk away if a court
finds the debts are too high, the report said.

The ruling, according to a press release, dated September 23,
2008, and generated by ASARCO, is still subject to final
approval of the forms of order for both Disclosure Statements.  
A Courtroom Minutes for the September 23 Hearing said approved
disclosure statement orders will follow within 10 days.

              Plan Confirmation to Start on Nov. 17

The Plan Confirmation hearing will begin the week of November 17,
2008.  ASARCO's proposed Disclosure Statement Order states that a
judge from the U.S. District Court for the Southern District of
New York may preside over the Confirmation Hearing along with
Judge Schmidt.

Creditors will receive a ballot to vote for or against one or
both Plans, and, if voting in favor of both, to express a
preference between the two Plans.  If the Court finds that both
Plans are confirmable, it must look at the expressed preferences
of creditors and equity in determining which Plan to confirm.

                        ASARCO CEO's Remarks

"The plans are markedly different," Joseph F. Lapinsky, President
and CEO of ASARCO LLC, said in the press release.  "Our parents'
proposal is a time-consuming litigation plan, as our major
creditors have repeatedly stated.  Ours, by contrast, is a
comprehensive settlement plan."  This global settlement, Mr.
Lapinsky continued, culminated from three long years of
negotiation, litigation and mediation by ASARCO and its major
creditors.  It was finally achieved under the guidance of a
federal bankruptcy judge from Louisiana who was appointed as a
mediator in the case.

The federal government has described this as "the most
complicated environmental bankruptcy in United States history,"
ASARCO said.  As part of the global settlement under ASARCO's
plan, the company will give $1.6 billion in cash plus interests
in a litigation trust to federal and state governments to pay its
fair share of environmental liability at more than 75 sites
across the United States -- making the global settlement the
largest environmental settlement in history, ASARCO added.  
"ASARCO's payments will infuse much-needed cash into federal and
state coffers, allowing governments to clean up some of the
largest sites on the Superfund National Priorities List," stated
Mr. Lapinsky.

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--   
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

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

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

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

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

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

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ASARCO LLC: Various Parties Object to Disclosure Statement
----------------------------------------------------------
Deutsche Bank Securities Inc.; Plainfield Special Situations
Master Fund Limited; Mitsui Co. (U.S.A.) Inc.; Wells Fargo Bank,
National Association, Wilmington Trust Company, and Deutsche Bank
Trust Company Americas as Indenture Trustees;  Future Claims
Representative; and the Official committee of Unsecured Creditors  
filed objections with the U.S. Bankruptcy Court for the Southern
District of Texas to the Disclosure Statement explaining the
Asarco LLC and its debtor affiliates' Joint Plan of
Reorganization.

(a) Deutsche Bank

According to Deutshce Bank, a creditor of ASARCO LLC, ASARCO's
Disclosure Statement should not be approved in its current form
because it fails to provide sufficient factual disclosure to
enable creditors to fully evaluate the Joint Plan as a result of
the Debtors' exclusion of, among others, (i) an adequate
discussion of the Debtors' financial performance during the
bankruptcy cases, (ii) an estimate of the Debtors' potential
recovery from pending litigation and pending and potential
avoidance and preference actions, and (iii) an adequate
discussion of Sterlite (USA), Inc.'s  ability to consummate the
underlying sales transaction.

William L. Wallander, Esq., at Vinson & Elkins L.L.P. in Dallas,
Texas, asserts that the voting procedures proposed in the
Debtors' motion must be modified to comply with Section 1126(c)
of the Bankruptcy Code and provide creditors holding multiple
claims within a class a separate vote for each claim.

(b) Plainfield Special Situations

Plainfield Special, a holder of Trade and General Unsecured
Claims, Bondholders' Claims, Toxic Tort Claims and Previously
Settled Environmental Claims against the Debtors, tells the Court
that ASARCO's Disclosure Statement should not be approved unless
amended to disclose sufficient information concerning the payment
of postpetition interest specifically whether the Plan will
create a reserve for the interest and the mechanics of that
reserve, with the Disclosure Statement providing a chart or other
exhibit that illustrates more clearly the proceeds to be
distributed under the Plan so that creditors can better determine
the likelihood that they will receive payment in full including
postpetition interest on account of their claims.  Plainfield
argues the approval of the Disclosure Statement because the plan
does not provide for payment of postpetition interest at the
contract rate, or the judgment rate.

(c) Mitsui

Mitsui, a creditor, opposes the Debtors' Disclosure Statement
because it contains multiple incorrect statements that may
prejudice Mitsui's interests.  In order to protect its interests,
Mitsui proposes alternate corrective language that would correct
each error to make the Disclosure Statement more accurate and
complete.

(d) Indenture Trustees

Wells Fargo Bank, National Association, Wilmington Trust Company,
and Deutsche Bank Trust Company Americas as Indenture Trustees of
the Debtors opposes the Debtors' Disclosure Statement, saying it
must contain "adequate information" to be approved.

The Indenture Trustees join in the Majority Bondholders'
objection to the Debtors' Disclosure Statement.  

(e) FCR

The Future Claims Representative, Robert Pate, says that he is
not objecting to the Debtors' Disclosure Statement, as the issues
raised by the FCR have been resolved, or left for resolution at
confirmation.  However, the FCR files his Statement in order to
expressly reserve its rights to raise any and all issues and
objections that the FCR may have to the confirmation of the
Debtors' Plan.

(f) Creditors' Committee

The Official committee of Unsecured Creditors asks the Debtors to
amend the their Disclosure Statement to provide "adequate
information" pursuant to Section 1125 of the Bankruptcy Code.

As a matter of concern regarding the Disclosure Statement, the
Committee specifically points to (i) the appropriate rate of
postpetition interest required under the Bankruptcy code, and
(ii) the Debtors' outstanding dispute with multiple parties-in
-interest.  The Committee asks the Court to amend their
Disclosure Statement to fully inform the creditors of the
argument that their proposal to pay postpetition interest at the
federal judgment rate is inconsistent with the legal requirements
under the circumstances presented.

As reported in today's Troubled Company Reporter, Judge Richard
Schmidt of the U.S. Bankruptcy Court for the Southern District of
Texas has tentatively approved the disclosure statements
explaining both the competing Plans of Reorganization filed by
ASARCO LLC and its debtor affiliates and by ASARCO's parent,
Americas Mining Corporation.  Judge Schmidt convened a hearing on
Sept. 23, 2008, to determine whether the Disclosure Statements
contain "adequate information" as required by Section 1125 of the
Bankruptcy Code.  The plan documents have been sent out for
creditor votes.

                          About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--   
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.

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

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

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

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

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

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

(ASARCO Bankruptcy News Issue No. 85; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


ATHEROGENICS INC: Cuts Workforce to 30 Employees
------------------------------------------------
AtheroGenics, Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 19, 2008, it reduced its employee
headcount by approximately 40% to a current staff of 30 employees.

In addition, the Company has also eliminated approximately 20 open
positions as a result of the downsizing.  The Company is providing
severance to employees affected by the workforce reduction,
resulting in a one-time charge of approximately $400,000 related
to the severance benefits, which will be paid in the third quarter
of 2008.

                       About AtheroGenics

Based in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical   
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease. It has one late stage clinical drug development program.

As of June 30, 2008, AtheroGenics, Inc. had $72.41 million in
total assets, $294.57 million in total liabilities, resulting in
$222.17 million in shareholders' deficit.

The Troubled Company Reporter reported on Sept. 17, 2008, that
noteholders filed on Sept. 15, 2008, a petition with the U.S.
Bankruptcy Court for the Northern District of Georgia to place
AtheroGenics in Chapter 7 bankruptcy.

The petitioning noteholders are:

   -- AQR Absolute Return Master Account, L.P.;
   -- CNH CA Master Account, L.P.;
   -- Tamalpais Global Partner Master Fund, LTD;
   -- Tang Capital Partners, LP; and
   -- Zazove High Yield Convertible Securities Fund, L.P.

The Company is reviewing the involuntary bankruptcy petition filed
by the 2008 Noteholders and is evaluating its alternatives.  The
case is In Re AtheroGenics, Inc. (Case No. 08-78200)

                       
ATRIUM CORP: Extends 11-1/2% Notes Exchange Offer to Sept. 29
------------------------------------------------------------
Atrium Corporation, ACIH Inc., a subsidiary of Atrium Corp, and
Atrium Companies Inc. or the Issuer, a subsidiary of ACIH, are
extending the private exchange offer and consent solicitation to
exchange any and all of the 11-1/2% Senior Discount Notes due
2012 issued by ACIH in a private placement for new 15.0% senior
subordinated notes due 2012 to be issued by the Issuer and
warrants to purchase shares of Atrium Corp's Series C Preferred
Stock convertible into 10.0% of Atrium Corp's common stock on a
fully diluted basis at an exercise price of $0.01 per share,
subject to adjustment.  The CUSIP numbers of the Old Notes are
00087E AA3 and U0045R AA 2.

The Exchange Offer was scheduled to expire at 5 p.m. New York
City time on Sept. 23, 2008.  The Exchange Offer is being
extended until 5 p.m. New York City time on Sept. 29, 2008.
As of 5 p.m. on Sept. 23, 2008, $167,785,000, or 97.38%, of the
$174,000,000 Old Notes had been tendered.  One of the conditions
of the Exchange Offer is that holders of at least 97% of the
total principal amount of outstanding Old Notes tender their Old
Notes in the Exchange Offer.

The terms and conditions of the Exchange Offer are set forth in
the offering memorandum and consent solicitation statement,
dated Aug. 22, 2008.  The consummation of the Exchange Offer is
conditioned upon the satisfaction or waiver of the conditions set
forth in the Offering Memorandum.  Copies of the Offering
Memorandum and related Letter of Transmittal may be obtained
from the information agent, Mackenzie Partners Inc., by calling
(800)322-2885.

Documents relating to the exchange offer and consent solicitation
will only be distributed to eligible holders who complete and
return a letter of eligibility confirming that they are within
the category of eligible holders for this private offer.  
Holders who desire a copy of the eligibility letter may contact
Mackenzie Partners Inc., the information agent for the exchange
offer, at (800)322-2885.

                     About Atrium Corporation

Headquartered in Dallas, Texas, Atrium Corporation is a
manufacturer and supplier of residential windows and doors in
North America.  The company has approximately 5,100 employees and
63 manufacturing facilities and distribution centers in 21 states,
Canada and Mexico.

                 Forbearance and Lockup Agreements

As reported in the Troubled Company Reporter on July 24, 2008,  
Atrium Corporation and its key affiliates reached an agreement
with each of their major creditor groups to restructure debt.  
Atrium also has entered into forbearance and lockup agreements
with requisite majorities of the holders of each tranche of
Atrium's funded indebtedness.


BEAR STEARNS: Agrees on $28MM Settlement in Fraud Case
------------------------------------------------------
ABI World reports that The Bear Stearns Companies Inc. and its
mortgage servicing unit agreed to pay $28 million to settle a
lawsuit on its alleged fraud.

According to ABI World, Bear Stearns was accused of deceiving
subprime borrowers and engaging in abusive loan practices before
the investment bank's collapse.

                       About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services          
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BILL HEARD: Collapses, Closes Down 13 Stores  
--------------------------------------------
The Columbus (Georgia) Ledger-Enquirer reports that Bill Heard
Enterprises Inc. will shut down its 13 stores on Sept. 26.

The Orlando Business Journal relates that Bill Heard closed a
store in Arizona earlier this month.

According to Sharon Terlep at Dow Jones Newswires, Bill Heard is
the highest profile dealership collapse in recent months.  "Rising
fuel prices, a product portfolio of mostly heavy trucks and sport
utility vehicles, economic recession, unfavorable local market
conditions for vehicle sales, the crisis in the banking and
financing sectors, and other factors combined to create a business
environment in which the company simply did not have the resources
needed to continue to operate," Bill Heard said in a statement.

Richard Mullins at The Tampa Tribune states that Derek Fowler,
service department director at the Lott-Mather Buick Pontiac GMC
dealership and a former public relations representative for Bill
Heard, said that the company wasn't in good financial shape due to
bad vehicle loans.  "Once the loans started to fail the company
was in big trouble.  Even the General Motors financing arm pulled
out of the deal. Once that happened it was all over," The Tampa
Tribune quoted Mr. Fowler as saying.  According to The Tampa
Tribune, financial company General Motors Acceptance Corp. cut its
financing of car loans at several Bill Heard dealership locations
in August.   

Myfoxtampabay.com reports that vendor Ron Childs, who repairs
automotive glass, said that Bill Heard was two months behind
paying the bills and owes him at least a thousand dollars.

Georgia investigators have accused Bill Heard of fraud for an
advertisement it sent to clients saying, "Urgent Potential Recall
Notification," Myfoxtampabay.com relates.  The report states that
the investors sought $50 million in fines for the ad.

According to Jane Larson at The Arizona Republic, a General Motors
Corp. official said that Bill Heard Chevrolet will reopen as a
Chevrolet dealership under new ownership.  GM spokesperson Susan
Garontakos said that the company could find a buyer for Bill Heard
and sales generally take from a month to a year.  "It's in a good
area, and the store has a lot of traffic.  GM intends to keep it
open," the report quoted Ms. Garontakos as saying.  According to
WSJ, Ms. Garontakos said that GM determines whether the stores
remain viable sales locations and if they are, the auto maker will
work to keep them open by consolidating them into other stores or
finding a buyer.  

Headquartered in Columbus, Georgia, Bill Heard Enterprises, Inc.
-- http://www.billheard.com-- is a chain of Chevrolet franchises.   
It has about 15 dealerships in Alabama, Arizona, Florida, Georgia,
Nevada, Tennessee, and Texas.  The dealer sells both new and used
vehicles and auto supplies and offers repair services and
financing.  The company also sells used Cadillac and Saab vehicles
at a dealership in Georgia.  William Heard Sr. opened his first
dealership in 1919.  He switched to selling Chevrolets exclusively
in 1932, and his son and grandsons, who now run the family-owned
business, continue to focus on Chevy sales.

Bill Heard employs about 3,500 people in six states.  The company
posted on its Web site that it sells around $2.5 billion per year,
Kansas City Business Journal says.


BOSQUE POWER: S&P Puts 'B+' Issue Rating Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B+' issue rating on
Laguna Park, Texas-based Bosque Power Co. LLC's $412.5 million
senior secured facilities on CreditWatch with negative
implications.
     
The action reflects uncertainty of physical call option hedge
receipts following the downgrade of Lehman Brothers Commodity
Services to BB-/Watch Dev/B and the downgrade of Lehman Brothers
Holdings Inc. to 'D'.  Lehman Brothers Commodity Services is the
counterparty to the project's hedge of 230 MW (summer) and 250 MW
(winter) of its 570 MW capacity.  

Under the January 2008 loan agreement, if LBCS fails to perform
under the contract with material adverse consequences, then the
project must enter into a substantially similar replacement hedge
agreement within 90 days with another counterparty or guarantor,
with certain minimum rating requirements ranging from 'BBB-' to
'A-'.  Failure to do so would constitute an event of default,
allowing a simple majority of lenders to accelerate all or a
portion of outstanding loan principal.  Capacity payment receipts
from LBCS under the existing hedge are about $1.75 million per
month.

Standard & Poor's will continue to monitor the situation, focusing
on the timeliness of payments from Lehman under the existing hedge
and the risk that any replacement hedge might include less
favorable terms for the project than those of the existing hedge.  
Confidence that the existing or replacement hedge agreement will
maintain the project's current forecasts would likely result in
a return to a stable outlook, while any adverse changes that
significantly increase projected outstanding debt at loan maturity
could result in a rating downgrade.


BOWNETREE LLC: Wants to Employ Stephen Kass as Bankruptcy Counsel
-----------------------------------------------------------------
Bownetree LLC asks authority from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Stephen B. Kass, P.C.,
as its counsel.

The law firm will:

   (a) prepare records and reports as required by the Bankruptcy
       Rules, the Local Bankruptcy Rules and the U.S. Trustee's
       Regulations for bank deposits, in compliance with operating
       guidelines and financial reporting requirements as
       promulgated by the U.S. Trustee;

   (b) prepare applications and proposed orders to be submitted to
       the Court;

   (c) identify and prosecute claims, if any, and causes of action
       assertable by the debtor;

   (d) examine proofs of claims to be filed and possible
       prosecution of objections to certain of such claims;

   (e) advise Debtor and prepare a plan and disclosure statement;

   (f) advise the Debtor and preparing documents that may be   
       required in connection with the possible liquidation of
       some of the Debtor's assets, including analysis and
       collection of outstanding receivables;

   (g) assist and advise the Debtor in performing any and all
       other functions as required pursuant to Section 704 of the
       Bankruptcy Code.

The Debtor discloses that it proposes to employ the law firm under
a general retainer based on time and its standard billable charges
of $375 per hour for senior partners, $250 per hour for associates
and $90 per hour for paralegals.  A general retainer is necessary
because of the extensive legal services required for this estate.

Furthermore, the Debtor recounts that it has extended $15,000 to
the firm, as of Sept. 9, 2008, plus $1,039 for the filing fee as a
retainer for services performed and to be performed in this case.

As of Sept. 9, 2008, senior partner Stephen B. Kass has spent a
total of 3.5 hours at $375 per hour equaling $1,312 in fees; and
associates spent a total of 2 hours at $250 per hour equaling $500
in fees and paralegals spent a total of 4 hours at $90 per
hour equaling $360.  Total of $2,172 in fees.

The Debtor tells the Court that the firm has indicated its
willingness to act on the Debtor's behalf and to be compensated
according to the terms and conditions of the written retainer.

To the best of the Debtor's knowledge, the firm, its partners,
associates, paralegals, administrative staff, or of-counsels, do
not have any connection with the Debtor, its creditors or any
other party in interest, or their respective attorneys or
accountants, and represents no interest adverse to the estate in
any of the matters upon which it is to be retained.

Headquartered in New York City, Bownetree LLC is a residential
development company.  The company filed for Chapter 11 protection
on Sept. 4, 2008 (Bankr. E.D. N.Y. 08-45854).  The Debtor's
schedules showed assets of $17,301,277 and liabilities of
$10,940,615.


BUILDERS FIRSTSOURCE: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas,
Texas-based Builders FirstSource Inc.  The corporate credit rating
was lowered to 'B-' from 'B'.

At the same time, S&P lowered the issue-level rating on the
company's second-lien secured notes to 'CCC+' from 'B' and revised
the recovery rating to '5' from '3'.  The ratings indicate modest
recovery in the event of a payment default.
     
S&P removed all ratings from CreditWatch, where they had been
placed with negative implications on April 2, 2008.  The outlook
is negative.
      
"The lower ratings reflect our assessment that demand for the
company's products and services will decline further as a result
of the ongoing challenging operating conditions due to the weak
U.S. economy and continued housing downturn," said Standard &
Poor's credit analyst Andy Sookram.
     
Operating performance and cash flow will likely be weaker than
expected, resulting in a deterioration of credit measures to a
level S&P would consider to be weak for the current rating.  
Still, Builders FirstSource continues to have adequate near-term
liquidity, consisting of $75 million in cash and $138 million in
revolving credit facility availability.  In addition, minimal
financial covenants exist under the company's revolving credit
facility, thus providing some flexibility while it addresses the
difficult operating environment.
     
The ratings on Builders FirstSource reflect the cyclicality of new
residential construction, volatile costs of lumber and other
materials, limited end-market focus, and vulnerability of end-
market demand to weak U.S. economic conditions.  Ratings also
reflect the company's good market positions with key homebuilders
and good cost flexibility.


BURLINGTON COAT: CEO Mark Nesci Will Retire
-------------------------------------------
Mark A. Nesci, chief executive officer of Burlington Coat Factory
Warehouse Corporation, a wholly owned subsidiary of Burlington
Coat Factory Investments Holdings, Inc., said that he had made a
personal decision to retire when his successor is identified and
transitioned into the company.  Upon retirement, he will become an
advisor to the company's Board of Directors and will remain a
significant long-term equity investor.

Headquartered in Burlington, New Jersey, Burlington Coat Factory
Warehouse Corporation, a wholly owned subsidiary of Burlington
Coat Factory Investments Holdings, Inc., is a nationwide off-price
apparel retailer that operates approximately 384 stores in 44
states under the nameplates of Burlington Coat Factory, Cohoes,
MJM, and Baby Depot.

                          *     *     *

As disclosed in the Troubled Company Reporter on May 2, 2008,
Fitch Ratings affirmed Burlington Coat Factory Warehouse Corp.'s
Issuer Default Rating at 'B-' and the $900 million term loan at
'B/RR3.'  In addition, Fitch has taken these rating actions: $800
million asset-based revolver revised to 'B+/RR1' from 'B+/RR2';
$305 million senior unsecured notes downgraded to 'CCC/RR6' from
'CCC+/RR5'; and $99 million senior discount notes downgraded to
'CCC-/RR6' from 'CCC/RR6'.

The TCR reported on Sept. 22, 2008, that Standard & Poor's Ratings
Services lowered the corporate credit rating on Burlington Coat
Factory Warehouse Corp. to 'B-' from 'B'.  The outlook is stable.  
"The downgrade reflects BCF's continued weak performance and our
expectation that the company will continue to be challenged by the
soft U.S. economy," said Standard & Poor's credit analyst Diane
Shand.  In addition, credit metrics materially deteriorated in its
fiscal fourth quarter due to the combination of poor operating
results and increased debt levels from heavier operating lease
commitments.


CBA COMMERCIAL: Fitch Takes Rating Actions on Various Classes
-------------------------------------------------------------
Fitch takes rating actions on CBA Commercial Assets, LLC, Series
2004-1 and 2007-1, small balance U.S. CMBS transactions:

CBA Series 2004-1

  -- $770,000 class M-5 downgraded to 'B' from 'BB'.

CBA Series 2007-1

  -- $1.3 million class M-6 downgraded to 'BB-' from 'BB+'.
  -- $1.8 million class M-5 rated 'BBB-' is placed on Rating Watch
Negative.

In addition, Fitch affirmed these classes:

CBA Series 2004-1:

  -- $22.2 million class A-1 at 'AAA';
  -- $9.7 million class A-2 at 'AAA';
  -- $5.3 million class A-3 at 'AAA';
  -- interest only class IO at 'AAA';
  -- $2.9 million class M-1 at 'AAA';
  -- $3.6 million class M-2 at 'AA+';
  -- $3.7 million class M-3 at 'BBB+'.

Classes M-4, M-6, M-7 and M-8 are not rated by Fitch.

Fitch affirmed these classes:

CBA Series 2007-1:
  -- $103.3 million class A at 'AAA';
  -- interest-only class X-1 at 'AAA';
  -- $3.5 million class M-1 at 'AA';
  -- $3.7 million class M-2 at 'A-';
  -- $2.2 million class M-3 at 'BBB+';
  -- $1.4 million class M-4 at 'BBB'.

Classes M-7 and M-8 are not rated by Fitch.

The downgrades and rating watch negative placement are the result
of increased specially serviced loans and loss expectations since
Fitch's last rating action.  The CBA 2004-1 transaction has
eighteen loans (12.2%) currently in special servicing and the CBA
2007-1 deal has fifteen loans (6.4%).  Losses are expected on the
majority of the specially serviced loans in both transactions.

The transactions are collateralized by small balance commercial
loans secured by multifamily, retail, office, industrial, and
mixed use properties.  The loans are smaller than typical CMBS
loans with an average loan size of $467,255 ranging from
approximately $79,000 to $3MM, and in some instances are not
structured as single purpose entities and are full recourse.

A high proportion of the transactions have upcoming Adjustable
Rate Mortgage resets.


CENTRO RENAL: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Centro Renal de Santurce
        MSC 536 El Se?orial Mail Sta. #138
        Winston Churchill Avenue
        San Juan, PR 00926

Bankruptcy Case No.: 08-06315

Chapter 11 Petition Date: September 24, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  cerqlaw@coqui.net
                  Law Office of Carlos Rodriguez Quesada
                  PO Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867

Total Assets: $2,000,000

Total Debts: $2,165,000

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

             http://bankrupt.com/misc/prb08-06315.pdf


CHANDLER OAKS: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chandler Oaks, LLC
        521 E. Morehead St, Ste. 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06507

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Estimated Assets: Less than $50,000

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

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


http://bankrupt.com/misc/nceb08-06507.pdf                    


CHRYSLER LLC: Will Lay Off 300 Salaried Employees
-------------------------------------------------
Neal E. Boudette at The Wall Street Journal reports that Chrysler
LLC will fire about 300 salaried workers as soon as Sept. 26, to
meet a target of cutting 1,000 white-collar jobs by the end of
this month.

Mike Ramsey and Bill Koenig at Bloomberg News relate that the cuts
represent 5.4% of Chrysler's salaried workforce.

WSJ states that Chrysler said in July that it would lay off
workers.  Chrysler said in a statement that it has offered buyouts
and early-retirement packages, but has not gotten enough people to
take the offers to meet its target.  According to Chrysler's
statement, about three-quarters of the 1,000 jobs have been
eliminated through voluntary-severance agreements, with the
balance to be achieved through involuntary cuts.  The majority of
workers to be fired will be informed on Friday, WSJ says, citing
Chrysler.  Bloomberg reports that involuntary dismissal weren't
part of the plan when Chrysler first announced the job cuts in
July.  According to the report, the company expected the job cuts
would be done through "retirements, special programs, and
attrition."

Chrysler, according to WSJ, is trying to lure union workers to
accept buy-out offers or early retirement packages at several
plants, which is the main way the company is allowed to eliminate
hourly jobs under its current labor contact.  If not enough accept
the severance deals, salaried workers like the ranks of engineers,
designers, and middle managers in its Auburn Hills headquarters,
can be dismissed, WSJ states.

Chrysler is seeking to cut costs and survive a deep industry
downturn, Reuters states.  

                       About Chrysler LLC

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

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CLAIRE'S STORES: Posts $16.9 Million Net Loss in Qtr. Ended Aug. 2
------------------------------------------------------------------
Claire's Stores, Inc., reported its financial results for the 2008
second quarter ending August 2, 2008, posting a net loss of
$16.93 million on net sales of $359.97 million.  Effective with
the fiscal quarter ended May 3, 2008, the company has changed its
fiscal year naming convention to coincide with the calendar year
in which the fiscal year begins.  Accordingly, the current fiscal
quarter is referred to as the 2008 second quarter and the
comparable prior year quarter is referred to as the 2007 second
quarter.

                     Second Quarter Results

The company reported net sales of $360.0 million for the 2008
second quarter, a 1.5% decrease from the 2007 second quarter.  The
decrease was primarily attributable to a decline in same store
sales, partially offset by the growth in its new store base and
the effect of foreign currency translation.

Consolidated same store sales declined 5.8% in the 2008 second
quarter.  A decline in average transactions per store of 12.0%,
was partially offset by a 7.5% increase in average sales per
transaction.  The increase in sales per transaction reflects the
company's strategy to increase average ticket through good, better
and best price tiering.  The decline in the number of transactions
reflects both weaker mall traffic and less reliance on low margin,
low dollar value promotional transactions.  In North America, same
store sales decreased 8.1%, with sales at Claire's stores
declining less than at Icing stores.  European same store sales
declined 1.7%.  The company computes same store sales on a local
currency basis, which eliminates any impact from changes in
foreign exchange rates.

Chief Executive Officer Gene Kahn said, "In the second quarter, we
saw an improvement in the tone of business as our comparable store
sales improved during each month of the quarter and our
merchandise margin increased. We also successfully completed phase
one of our Pan-European Transformation project. As a result, we
now have an integrated team managing our European business, and a
more focused North American merchandising team, within which there
are now dedicated groups responsible for each of our Claire's and
Icing brands. We launched our Cost Savings Initiative during the
quarter and are on target to achieve our previously announced
goals of $15 million of expense reductions this year and an
annualized amount in excess of $40 million.

"I would also like to note, in the 14 months since the transaction
was completed, we have made significant progress in upgrading our
management team and refining our organizational structure,
creating a strong foundation to sustain us through this difficult
retail environment and positioning us to reach our performance
goals."

The gross profit percentage was flat at 49.9% for both 2008 and
2007 second quarters. A 290 basis point increase in the
merchandise margin was offset by an equal increase in occupancy
and buying costs. Excluding $1.4 million of non-recurring costs
related to the PET project, gross profit percentage increased to
50.3%.

Selling, general and administrative expenses increased 7.2% to
$132.4 million in the second quarter of Fiscal 2008 compared to
$123.5 million in last year's comparable fiscal quarter.  
Adjusting for changes in foreign exchange rates and excluding
$2.0 million of non-recurring PET costs, $1.7 million of expense
relating to CSI, and $0.3 million of additional sponsor management
fees this fiscal quarter compared to the 2007 second quarter, SG&A
increased $0.9 million or 0.7%.

Adjusted EBITDA in the 2008 second quarter was $58.1 million
compared to $64.3 million in the 2007 second quarter. The company
defines Adjusted EBITDA as earnings before interest, income taxes,
depreciation and amortization, excluding the impact of transaction
related costs incurred in connection with its May 2007 acquisition
and other non-recurring or non-cash expenses, and normalizing
occupancy costs for certain rent-related adjustments.

At August 2, 2008 the company's $200 million revolving credit
facility was undrawn and fully available aside from an ongoing
$5.9 million letter of credit in connection with the company's
self-insured workers' compensation program. Cash and cash
equivalents were $35.2 million.

During the 2008 second quarter, cash used in operating activities
was $12.0 million, compared with cash used in operating activities
of $59.5 million during the 2007 second quarter. The change in
cash used in operating activities was impacted by an increase in
operating income, due primarily to a decrease in transaction-
related costs, and a decrease in working capital, partially offset
by higher interest expense paid on the debt incurred to fund the
acquisition of the company. Capital expenditures during the 2008
second quarter were $16.0 million, of which $9.2 million related
to new store openings and remodeling projects. Capital
expenditures during the 2007 second quarter were $24.6 million.

As of Aug. 2, 2008, the company's balance sheet showed
$3,342,990,000 in total assets, $2,542,492,000 in total
liabilities and $568,759,000 in total stockholders' equity.

A full-text copy of the company's financial statements on Form 10-
Q is available for free at http://researcharchives.com/t/s?3282

                 Amendment to Stock Incentive Plan

On September 9, 2008, the board of directors and stockholders of
Claire's Inc., the parent of Claire's Stores, Inc. adopted an
amendment to Parent's Amended and Restated Stock Incentive Plan to
increase the number of shares available for issuance to 8,200,000
shares.

                       About Claire's Stores

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty   
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.  
While the latter operates only in North America, Claire's operates
worldwide.  As of May 3, 2008, Claire's Stores, Inc. operated
3,053 stores in North America and Europe.  Claire's Stores Inc.
also operates through its subsidiary, Claire's Nippon Co. Ltd.,
201 stores in Japan as a 50:50 joint venture with AEON Co. Ltd.  
The company also franchises 169 stores in the Middle East, Turkey,
Russia, South Africa, Poland and Guatemala.

                          *     *     *

As reported in the Troubled Company Reporter on May 6, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Claire's Stores Inc. to 'B-' from 'B'.  At the same
time, S&P lowered the ratings on the company's $1.65 billion
senior secured credit facilities to 'B' from 'B+', its
$600 million senior unsecured notes to 'CCC+' from 'B-', and its
$335 million senior subordinated notes to 'CCC' from 'CCC+'.  The
outlook is negative.

The TCR reported on July 29, 2008, that Moody's Investors Service
downgraded Claire's Stores, Inc.'s, ratings, including its
probability of default rating to Caa1 from B3 and speculative
grade liquidity rating to SGL-4 from SGL-3.  In addition, Claire's
long term ratings were placed on review for further possible
downgrade. The downgrade to Caa1 reflects Claire's weak operating
performance over the past two quarters that has led to
deterioration in its debt protection measures.  In particular,
EBITA to interest expense fell to 0.9 times for the lagging twelve
month period ending May 3, 2008. The review for further possible
downgrade reflects the high likelihood that Claire's debt
protection measures will get worse given the challenging economic
environment which makes the company highly susceptible to further
earnings and cash flow pressure.


CONTINENTAL AIRLINES: Hurricane Ike's Impact Estimated at $50MM
---------------------------------------------------------------
Continental Airlines, Inc.'s operations were negatively impacted
by Hurricane Ike.  The company suspended operations at its Houston
hub from mid-day on Friday, September 12 through Sunday, September
15.  Continental currently estimates that the net adverse impact
in September on operating results as a result of Hurricane Ike
will be approximately $50 million.  This is a preliminary estimate
and is subject to change depending on, among other things,
insurance recoveries and how quickly traffic returns at the
carrier's Houston hub.

In a presentation to investors on September 18, 2008, the company
plans to update its estimated third quarter 2008 ending
unrestricted cash, cash equivalents, and short-term investments
balance from its previously estimated level of approximately
$2.8 billion to approximately $2.7 billion.  The revised estimate
of approximately $2.7 billion takes into account the estimated
impact of Hurricane Ike, the delay in the return of pre-delivery
deposits and related financing on aircraft that were expected to
be delivered this month from Boeing which have been delayed due to
the strike by certain Boeing employees, and the estimated cash
collateral requirements of the Company's fuel hedges caused by the
recent significant decline in crude oil prices.

                    About Continental Airlines

Based in Houston, Texas, Continental Airlines Inc. (NYSE: CAL)
-- http://continental.com/-- is the world's fifth largest      
airline.  Continental, together with Continental Express and
Continental Connection, has more than 3,000 daily departures
throughout the Americas, Europe and Asia, serving 140 domestic and
139 international destinations.  More than 550 additional points
are served via SkyTeam alliance airlines.  With more than 46,000
employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with Continental Express, carries
approximately 69 million passengers per year.

                          *     *     *

The Troubled Company Reporter reported on Aug. 13, 2008, that
Standard & Poor's Ratings Services took various actions on its
ratings on Continental Airlines Inc. (B/Negative/B-3).  S&P
affirmed its 'B' long-term corporate credit rating, 'B-3' short-
term corporate credit rating, all ratings on unsecured debt and on
selected enhanced equipment trust certificates. S&P lowered S&P's
ratings on other enhanced equipment trust certificates,
particularly those secured by regional jets, and raised other
ratings.  All ratings were removed from CreditWatch, where they
were placed with negative implications May 22, 2008, as part of an
industry-wide review. The rating outlook is negative.


CONVEYOR COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Conveyor Company
        1200 9th Avenue
        Sibley, IA 51249

Bankruptcy Case No.: 08-02058

Chapter 11 Petition Date: September 24, 2008

Court: Northern District of Iowa (Sioux City)

Debtor's Counsel: Jeana L. Goosmann, Esq.
                  Jeana.Goosmann@Heidmanlaw.com
                  1128 Historic Fourth Street
                  P.O. Box 3086
                  Sioux City, IA 51102-3086
                  Tel: (712) 255-8838
                  Fax: 712-258-6714

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's list of 20 largest unsecured creditors is available
for free at:

               http://researcharchives.com/t/s?32b6


COUNTRYWIDE FINANCIAL: Craig Buffie Replaces Andrew Gissinger
-------------------------------------------------------------
Bank of America Corp. appointed Craig Buffie to take the place of
Andrew Gissinger III as Countrywide Financial Corp.'s executive
managing director and chief production officer, James R. Hagerty
and Dan Fitzpatrick at The Wall Street Journal reports.

WSJ relates that BofA had put Mr. Gissinger in charge of several
groups responsible for selling mortgages to consumers.

Appointments and changes as part of a change in Countrywide
Financial's organizational structure.

According to WSJ, the appointment of Mr. Buffie reinforced BofA's
"reliance on a cadre of insiders to lead the integration" of
Countrywide Financial.  WSJ states that Mr. Buffie has worked at
BofA for 24 years and is a member of its management operating
committee and previously was a senior human resources executive.

                   About Countrywide Financial

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

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008.  The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40 percent
since the time it agreed to buy the ailing lender.

As part of the purchase, BofA will also slash around 7,500 jobs.  
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter.  Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.  
BofA will continue to monitor market conditions and make
adjustments as appropriate.

According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners.  The acquisition will also result in cost
savings.  Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.


DAYTON SUPERIOR: Moody's Holds 'B1' Rating on $100MM Term Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Dayton's
$100 million senior secured term loan, and also affirmed the B2
corporate family rating as well as the Caa1 rating on the
company's $154 million subordinated notes.  The ratings outlook
has been changed to negative from stable.

The affirmation of the B2 rating reflects the benefits from the
company's revenue diversification and in particular a very low
level of revenue concentration from residential construction.  The
company's performance has benefited from strong demand in the
commercial, infrastructure, and institutional construction
markets.  Nevertheless, the rating outlook has been changed to
negative to reflect the anticipated impact of the slowing US
economy and concerns regarding the pace of the company's
refinancing.

Moody's notes that the company's senior subnotes mature in June
2009 and that the company does not have the internal sources to
pay off the notes.  As a result, Dayton ability to refinance the
notes is an important "liquidity event."  Over the next quarter,
or so, progress in refinancing will be an increasingly important
consideration in the rating.  To the degree that this progress
stalls, downwards rating action, particularly in its probability
of default rating, may be considered.

The B2 rating considers the company's reported weak net income as
evidenced by its negative book equity and low levels of free cash
flow.  The company's YTD performance actually improved
meaningfully on a year over year basis.  However, given Moody's
view that the commercial market is unlikely to strengthen from
current levels, it will be difficult for the company to
meaningfully de-leverage its balance sheet beyond that caused by
its typical working capital troughs.

The rating considers the company's ABL facility and its priority
claim on accounts receivable, inventory, and rental equipment.  
The rating also considers the company's high level of goodwill and
intangible assets.

These rating actions and assessment changes have been taken:

  -- $100 million senior secured term loan, affirmed at B1. LGD
     assessment changed to LGD3, 32% from LGD3, 33%;

  -- $154.7 million senior subordinated notes, affirmed at Caa1.
     LGD assessment changed to LGD5, 83% from LGD5 84%;

  -- Corporate family rating, affirmed at B2;

  -- Probability of default, affirmed at B2.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, as well as
metal accessories used in masonry construction.  Dayton provides
these specialized products to the non-residential construction
market for use in infrastructure, institutional, and commercial
projects.  Total revenues for the trailing twelve months ended
June 27, 2008 were $483 million.  The last rating action was
January 31, 2008.


DELPHI CORP: Gets Green Light to Halt Pension Contributions
-----------------------------------------------------------
David McLaughlin at Dow Jones Newswires reports that the Hon.
Robert Drain U.S. Bankruptcy Court for the Southern District of
New York granted Delphi Corp. permission on Tuesday to freeze
contributions to pension plans for hourly and salaried workers,
despite an objection by the Committee of Unsecured Creditors.

Dow Jones relates that Delphi will freeze the pension plan for
salaried workers on Sept. 30,2008.  Delphi, says Dow Jones, will
freeze the pension plan for hourly workers as soon as an agreement
can be reached with labor unions.  

Delphi said that it will save $4 million per quarter by freezing
the pension plan for hourly workers and $26 million per quarter by
freezing the plan for salaried workers, Dow Jones states.  
Christopher Scinta at Bloomberg News reports that court documents
indicate that each month the hourly pension plan costs Delphi
about $1 million.

Delphi will provide workers with replacement plans based on
defined contributions by the company, Dow Jones says.

According to Dow Jones, Robert Rosenberg, an attorney for the
creditors committee, said that the plan for top executives should
be approved as part of Delphi's bankruptcy plan.  "Of all the
times to lock in a new program given what's going on in the auto
industry and the capital markets with no knowledge of what reality
is going to look like tomorrow let alone in a year, the timing is
just not appropriate," Dow Jones quoted Mr. Rosenberg as saying.

"It would be patently unreasonable" to create replacement plans
for everyone except 460 top executives, Bloomberg says, citing
Delphi attorney John W. Butler Jr., Esq.

Delphi will also ask the Court to shift $3.4 billion in pension
liabilities to General Motors Corp., Dow Jones says.  Bloomberg
relates that the creditors committee is also opposing revised
agreements that increase the financial contributions GM will make
to Delphi as part of its reorganization to $10.6 billion from $6
billion.  Attorneys from Latham & Watkins representing the
creditors said in a court filing that Delphi will "give away
control over the Chapter 11 plan process to GM" in exchange for
financing.

Bloomberg reports that the Court must approve the changes by the
end of September if GM is to take on $3.4 billion of Delphi's
pension liabilities to block the federal Pension Benefit Guaranty
Corp. from putting a lien on Delphi's foreign assets.

The Court will hold a hearing amending the GM agreements until
Sept. 25, Bloomberg states.

                    About General Motors

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

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.

                       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 US$9,162,000,000
in total assets and US$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 US$2,550,000,000 in equity financing to
Delphi.

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


DELTA AIR: Stockholders Approve Northwest Merger
------------------------------------------------
Delta Air Lines (NYSE: DAL) and Northwest Airlines (NYSE: NWA)
stockholders have overwhelmingly approved the pending merger
between the two companies.  Delta stockholders approved the
issuance of 1.25 shares of Delta common stock for each outstanding
share of Northwest stock to be distributed upon closing of the
merger, expected later this year. The proposal was approved by
approximately 99 percent of the votes cast by Delta stockholders.
More than 98 percent of the votes cast by Northwest stockholders
were voted in favor of the merger.

Delta stockholders also approved an amendment to Delta's broad-
based employee compensation program that will allow the company to
distribute equity to U.S.-based employees of the combined company
shortly after the merger closes. This amendment was approved by
approximately 92 percent of the shares of Delta common stock
voting on the proposal.

"We appreciate that stockholders recognize the benefits the Delta-
Northwest merger will offer our company, customers, employees, and
the communities we serve. This is another milestone toward
completing a merger that brings together two unique airlines with
complementary strengths that will offer unmatched global service,"
said Richard Anderson, CEO of Delta.

"Providing both Delta and Northwest employees with the ability to
share in the benefits of the merger from the beginning is a prime
example of the Delta Difference," Mr. Anderson said. "By
distributing equity to our employees we're not only recognizing
the critical role employees will play in successfully integrating
two customer-focused companies, we're also making good on a
longstanding commitment that our employees will share in the
success their hard work makes possible."

Delta in April announced that it is combining with Northwest in an
all-stock transaction to create a premier global airline that will
be unmatched in the scope and level of services it offers
customers. The new company will be called Delta and will be
headquartered in Atlanta. The combined company and its regional
partners will provide customers access to more than 390
destinations in 67 countries. Together, Delta and Northwest will
have more than $35 billion in aggregate annual revenues, operate a
mainline fleet of nearly 800 aircraft, employ approximately 75,000
people worldwide, and have one of the strongest balance sheets in
the industry. The merger is subject to the approval of the U.S.
Department of Justice, which is expected by the end of the year.
Delta and Northwest received unconditional clearance from the
European Commission on the airlines' proposed merger on Aug. 6,
2008.

                Northwest to Guarantee $2.5-Bil.
                 Delta Obligations upon Merger

In a regulatory filing with the Securities and Exchange
Commission dated September 15, 2008, Northwest disclosed that it
entered into a third amendment to its Superpriority Debtor-in-
Possession and Exit Credit and Guarantee Agreement dated as of
August 21, 2006, with Citicorp USA, Inc., as administrative
agent, and other financial institutions.

Pursuant to the DIP Amendment, Northwest will be permitted to
guarantee approximately $2,500,000,000 of obligations of Delta
under certain Delta credit agreements, upon the consummation of
Northwest's Merger Agreement with Delta, dated as of April 14,
2008, Michael L. Miller, vice president for Law and secretary at
Northwest, said.

Additionally, Northwest will agree to make a $300,000,000
prepayment of loans outstanding under the Credit Agreement, Mr.
Miller disclosed.

The Amended DIP Agreement will mature on the earlier of (i) the
final date of consolidation with Delta, and (ii) December 31,
2010.  

A full-text copy of Northwest's DIP Amendment, filed on Form 8K
with the SEC, is available for free at:

http://sec.gov/Archives/edgar/data/1058033/000110465908059270/a08-
3810_1ex99d1.htm

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--           
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  
On Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.


DOMINICK SARTORIO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dominick L. Sartorio
        Elizabeth C. Sartorio
        26 Legends Circle
        Melville, NY 11747

Bankruptcy Case No.: 08-75266

Chapter 11 Petition Date: September 24, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Marc A. Pergament, Esq.
                  mpergament@wgplaw.com
                  Weinberg Gross & Pergament LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  
Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

             http://bankrupt.com/misc/nyeb08-75266.pdf


EDGEWATER FOODS: Ian Fraser and Robert Rooks Quit from Board
------------------------------------------------------------
Edgewater Foods International Inc. disclosed in a Securities and
Exchange Commission filing that on Sept. 5, 2008, it accepted the
resignation of two board members:

   -- Ian Fraser, who is also the Chairman of the company's
      Compensation Committee, and

   -- Robert Rooks.

The resignations were not motivated by a disagreement with the
company on any matter relating to the company's operations,
policies or practices.

The company's Board has been reduced to seven persons.  The
company appointed Javier Idrovo to fill the vacancy created by the
resignations, with such appointment effective Sept. 8, 2008.  As
set forth in the Purchase Agreement, Mr. Idrovo was designated by
the purchaser to the Purchase Agreement.  Mr. Idrovo will be
entitled to the same fees applicable to all of the company's
directors.  

Mr. Idrovo has been involved in the food industry since 2001 when
he joined Dole Food Company, Inc. as Vice President of Strategy.
In 2004, Mr. Idrovo was promoted to Senior Vice President of
Strategy.  In 2005, he became Vice President and CFO of Dole
Packaged Foods, one of the operating divisions of Dole Food
Company.  In 2006, he was promoted to President of Dole Packaged
Foods and held that title until March 2008.  Prior to joining
Dole, Mr. Idrovo worked as a management consultant for The Boston
Consulting Group, Inc. holding positions of increasing
responsibility from Associate Consultant to Manager.  

As a consultant, Mr. Idrovo worked for clients on projects that
focused on strategy issues as well as organizational effectiveness
issues across a number of industries including, but not limited
to, Telecommunications, Retailing, Manufacturing, and Financial
Services.  He received both a Bachelor of Science degree in 1989
and a Master of Engineering degree in 1990 from Harvey Mudd
College.  Mr. Idrovo also received a Master of Business
Administration degree from Harvard Business School in 1995.

                      About Edgewater Foods

Based in Gaithersburg, Maryland, Edgewater Foods International
Inc. (OTC BB: EDWT) -- http://www.edgewaterfoods.com/-- is the    
parent company of Island Scallops Ltd., a Vancouver Island
aquaculture company.  Established in 1989, ISL operates a scallop
farming and marine hatchery business.

                       Going Concern Doubt

LBB & Associates Ltd. LLP, in Houston, expressed substantial doubt
about Edgewater Foods International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Aug. 31, 2007.  The
auditing firm pointed to the company's absence of significant
revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in
2008.


EOS AIRLINES: Court Extends Exclusive Plan Filing Date to Oct. 24
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended Eos Airlines, Inc.'s exclusive right to file a plan
and disclosure statement to Oct. 24, 2008, and its exclusive right
to solicit approval of, and obtain confirmation of the plan to
Dec. 22, 2008.

                        About EOS Airlines

Based in Purchase, New York, EOS Airlines, Inc. --
http://www.eosairlines.com/-- is a transatlantic airline.  The      
company filed for Chapter 11 protection April 26, 2008 (Bankr.
S.D.N.Y. Case No.08-22581).  Tim J. Robinson, Esq., Nicholas J.
Brannick, Esq., and Christine M. Piernpont, Esq., at Squire,
Sanders & Dempsey L.L.P, represent the Debtor as counsel.  The
Debtor selected Kurztman Carson Consultants LLC as its claims
agent.  The U.S. Trustee for Region 2 appointed creditors to serve
on an Official Committee of Unsecured Creditors.  Joseph M. Vann,
Esq., and Robert A. Boghosian, Esq., at Cohen Tauber Spievack &
Wagner P.C. in New York, represent the Committee in this case.  
Alvarez & Marsal in New York is the Financial Advisor for the
Debtor.

Menzies Corporate Restructuring has been appointed as joint
administrators in the U.K.

When the Debtor filed for protection against its creditors, it
listed total assets of $70,233,455 and total debts of $34,858,485.


ESTATE FINANCIAL: U.S. Trustee Sets 341(a) Meeting for October 7
----------------------------------------------------------------
The United States Trustee for the Central District of California
will convene a meeting of creditors of Estate Financial Inc. and
its debtor-affiliate Estate Financial Mortgage Fund, LLC, at 10:00
a.m., on Oct. 7, 2008, in Fess Parker's Doubletree Resort, Santa
Ynez Room, 633 E. Cabrillo Boulevard in  Santa Barbara,
California.

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.

Five creditors of Paso Robles, California-based Estate Financial
Inc. -- www.estatefinancial.com/ -- filed an involuntary chapter
11 petition against the real estate broker on June 25, 2008
(Bankr. C.D. Calif. Case Number 08-11457).  Petitioner Steve
Gardality asserted a claim of $6,269,768.  Estate Financial Inc.
consented to the bankruptcy filing on July 16, 2008.  A Chapter 11
trustee, Thomas P. Jeremiassen, was appointed by the Court on July
23, 2008.

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
and its debtor-affiliate, Estate Financial, Inc., filed for
Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No.
08-11535). Lewis R. Landau, Esq., at Calabasas, California,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100,000,000 and estimated debts of
$100,000 to $1,000,000.  Bradley D. Sharp was appointed as Chapter
11 trustee for the case.


ESTATE FINANCIAL: Ch. 11 Trustee Wants JMBM as Bankruptcy Counsel
-----------------------------------------------------------------
Bradley D. Sharp, Chapter 11 trustee for the bankruptcy estate of
Estate Financial Mortgage Fund LLC, a debtor-affiliate of Estate
Financial Inc., seeks permission from the U.S. Bankruptcy Court
for the Central District of California to employ Jeffer, Mangels,
Butler & Marmaro LLP as its general bankruptcy counsel.

The Chapter 11 trustee requires JMBM to:

   a. advise the Trustee regarding his rights and responsibilities
      as a chapter 11 trustee, specifically including the
      requirements of the United States Bankruptcy Code, the
      Federal Rules of Bankruptcy Procedure, the Local Bankruptcy
      Rules, the Guides for Chapter 11 Debtors, and how the
      application of such provisions relate to the administration
      of Debtor's estate;

   b. advise and to assist the Trustee in connection with the
      preparation of certain documents to be filed with the Court
      and/or the OUST, including, without limitation, Schedules,
      SOFA, Statement of Equity Security Holders, Seven Day
      Package, Monthly Operating Reports, and other such
      documents;

   c. represent the Trustee with respect to bankruptcy issues in
      the context of Debtor's pending chapter 11 case, and any
      adversary proceedings, including the commencement of any
      avoidance actions, the outcome of which would affect the
      administration of the chapter 11 case;

   d. advise and protect the Trustee concerning Debtor's estate's
      rights, investments and interests in various loans and deeds   
      of trust and to take action to protect Debtor's estate's
      economic interests in such assets; and

   e. advise, assist and represent the Trustee in the negotiation,
      formulation and confirmation of a plan of reorganization.

David M. Poitras, a principal of JMBM, discloses that the firm's
professionals bill:

           Professional                Hourly Rate
           ------------                -----------
       * Attorneys:

           Joseph A. Eisenberg            $750
           Steven A Spector               $650
           John A. Graham                 $595
           David M. Poitras               $565
           Thomas M. Geher                $495
           Caroline Djang'                $325
           Joseph Nicchitta               $295

       * Paralegals:

           Juanita Treshinsky             $200
           Wilma Escalante                $180

To the best of the Chapter 11 trustee's knowledge, JMBM is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.  JMBM does not represent any interest adverse
to Debtor, its creditors or the estate.

On Sept. 11, 2008, U.S. Bankruptcy Judge Robin Riblet entered an
order denying the request of Mr. Sharp to employ JMBM as his
counsel.  The Court decreed that the notice of application for an
order to employ JMBM does not appear to have been widespread.

A hearing for the counsel's employment is set for Oct. 8, 2008, at  
10:00 a.m., in Courtroom 201, 1415 State Street, in Santa Barbara,
California.

                     About Estate Financial

Based in Paso Robles, California, Estate Financial Mortgage Fund,
LLC -- http://www.estatefinancial.com/-- is a fund organized by  
sole manager Estate Financial Inc. to invest in construction loans
for residential and commercial properties.  The Fund filed for
Chapter 11 protection on July 1, 2008 (Bankr. C.D. Calif.
08-11535).  Lewis R. Landau, Esq., in Calabasas, California,
represents the Debtor as counsel.  When the Fund filed for
protection from its creditors, it listed assets of more than
$100,000,000, and debts of $100,001 to $1,000,000.

Paso Robles, California-based Estate Financial Mortgage Fund, LLC,
and its debtor-affiliate, Estate Financial, Inc., filed for
Chapter 11 protection on July 1, 2008 (Bankr. C.D. Ca. Case No.
08-11535). Lewis R. Landau, Esq., at Calabasas, California,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
assets of more than $100,000,000 and debts of $100,000 to
$1,000,000.  Bradley D. Sharp was appointed as Chapter 11 trustee
for the case.


ETELOS INC: Files Prospectus for Sale of 5,760,741 Shares
---------------------------------------------------------
Etelos Inc. filed with the Securities and Exchange Commission
filing a prospectus that relates solely to the offer and sale by
the selling stockholders identified in the prospectus of up to
5,760,741 shares of the company's common stock.  

The shares offered consist of:

   -- 4,074,074 shares of the company's common stock issuable upon
      conversion of the principal amount of the senior convertible
      debentures purchased in the company's January 2008 and April
      2008 private placements;

   -- 488,889 shares of the company's common stock issuable upon
      conversion of interest payable through maturity on the
      senior convertible debentures purchased in the company's
      January 2008 and April 2008 private placements;

   -- 611,111 shares of the company's common stock issuable upon
      exercise of warrants issued to purchasers of the senior
      convertible debentures sold in the company's January 2008
      and April 2008 private placements; and

   -- 586,667 shares of the company's common stock issuable upon
      conversion of the original principal amount of the notes
      purchased in the company's September 2007 private placement.

The shares being registered were sold to investors in private
placement transactions that were exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933.

The company will not receive any proceeds from the resale of
shares of its common stock.  The company will, however, receive
proceeds in connection with the exercise of the warrants to the
extent the exercise price of such warrants is paid with cash.  The
selling stockholders may resell the shares of the company's common
stock from time to time in the principal market on which its stock
is traded at the prevailing market price or in negotiated
transactions.

A full-text copy of the prospectus in available free of charge at

               http://researcharchives.com/t/s?3287

                        About Etelos Inc.

Headquartered in San Mateo, Calif., Etelos Inc. (OTC BB: ETLO) --
http://www.etelos.com/-- is a developer and distributor of Open   
Standards software.  Etelos development products include tools for
Web developers, business and individual users such as the Etelos
Application Server(TM) and the Etelos Development Environment(TM).
EAS and EDE support many common application languages and also
supports a simple to use scripting language, the English
Application Scripting Engine(TM).  

Etelos Inc.'s consolidated balance sheet at June 30, 2008, showed
$2,252,000 in total assets and $18,067,000 in total liabilities,
resulting in a $15,815,000 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,863,000 in total current assets
available to pay $14,607,000 in total current liabilities.

The company reported a net loss of $21,573,000 on revenue of
$22,000 for the second quarter ended June 30, 2008, compared with
a net loss of $572,000 on revenue of $106,000 in the corresponding
period of 2007.


ETERNAL TECHNOLOGIES: Receiver to Collect $732,290 in Payments
-------------------------------------------------------------
Western Securities Corporation disclosed that the U.S. Bankruptcy
Court for the Southern District of Texas has appointed a Receiver
to collect and satisfy the final Judgment and Writ of Execution
in the amount of $732,290 plus legal and court fees against
Eternal Technologies Group Inc.  The Turnover Order issued by
United States District Judge Vanessa D. Gilmore on Sept. 23, 2008,
is to collect on the unsatisfied Judgment Western Securities
Corporation has against Eternal Technologies Group rendered in
the U.S. District Court of the Southern District of Texas, Civil
Action Number H-O5-02504 on Oct. 31, 2007.

The Turnover Motion states that the Receiver will have and
exercise the fullest and broadest powers under the Rule,
including but not limited to:

"Order the production before him of evidence, including documents,
upon all matters pertaining to Defendant's compliance with this
Order; the assets, location of assets, value of assets and all
other financial matters pertaining to Defendant."

Order that, "all third-parties in possession, or constructive
possession, of assets, including but not limited to cash and
funds on deposit, documentation, property or information
regarding the Defendant, shall turnover or make available for
turnover to the Receiver."

Order that Eternal Technologies Group, "immediately turnover to
the Receiver within ten days from Defendant's receipt of a copy
of this Order any current and future proceeds, checks, cash,
securities and share certificates.  If the share certificates
do not exist, Defendant is hereby ordered to execute share
certificates representing his interests and to turn the share
certificates over to Receiver within ten days after receipt of
a copy of this Order."

The Turnover Motion also stated that, "The Receiver is hereby
authorized necessary to gain access to all storage facilities,
safety deposit boxes, real property, leased premises wherein any
property of Defendant may be situated."

The powers of the Receiver include the right, authority and power
to:

    1. Collect all accounts receivable of Defendant;
    2. Change locks to all premises at which any property is
       situated;
    3. Open all mail directed to Defendant;
    4. Endorse and cash all checks and negotiable instruments
       payable to Defendant;
    5. Hire a real estate broker to sell any real property and
       mineral interest belonging to the Defendants;
    6. Hire any person or company to move and store the property
       of Defendant;
    7. Obtain from any financial institution, bank, credit union,
       or savings and loan any financial records belonging to or
       pertaining to the Defendant;
    8. Hire any person or company necessary to accomplish any
       right or power under this Order;
    9. Sell assets collected from the Defendants upon terms to be
       determined by the Receiver;
   10. Direct any Constable, Sheriff or authorized Peace Officer
       to seize and sell property under Writ of Execution.

               About Eternal Technologies Group Inc.

Eternal Technologies Group Inc. (OTC:ETLT) --
http://www.eternaltechs.com/-- is engaged in agricultural  
genetics and medical equipment manufacturing and distribution
operating in the People's Republic of China.  The company is
focused on the development and application of animal husbandry
techniques to produce food products, the development,
manufacturing and marketing of medical equipment and technologies
used in the detection and prevention of breast cancer in humans.
The company's operations are conducted through its wholly owned
subsidiaries, Eternal Technology Group Ltd. and E-Sea Biomedical
Engineering Co. International Ltd. also a BVI company and Willsley
Company Limited.


FANNIE MAE: Top Executives Leaving Company
------------------------------------------
James R. Hagerty at The Wall Street Journal reports that Fannie
Mae top executives are leaving the company.  According to WSJ,
officials leaving Fannie Mae include:

     -- Peter Niculescu, promoted less than a month ago to
        become chief business officer and the No. 2 executive;

     -- Beth Wilkinson, general counsel;

     -- Rahul Merchant, chief information officer; and

     -- Duane Duncan, a veteran lobbyist.

WSJ states that it wasn't clear on what terms any of the
executives were leaving.

                         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.


FGIC CORP: S&P Cuts Credit and Notes Ratings to 'CCC' from 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on FGIC
Corp.'s counterparty credit rating and senior unsecured notes to
'CCC' from 'B' and removed them from CreditWatch where they were
placed with negative implications on June 6, 2008.  The outlook
is negative.  Although management states that FGIC Corp. has cash
resources to fund its obligations as they come due for at least
the next 12 months, Financial Guaranty Insurance Co., FGIC Corp.'s
principal subsidiary, is currently unable to pay dividends to FGIC
Corp. without the approval of the New York State Insurance
Department.
     
In addition, FGIC's 'BB' financial strength rating and the 'B'
preferred stock ratings on its Grand Central Capital Trust
securities remain on CreditWatch with negative implications.  S&P
believes FGIC's capital position is fragile as, relative to the
regulatory minimum statutory surplus requirement of $65 million,
FGIC reports $285.6 million of statutory surplus as of June 30,
2008.  S&P believes capital may be further reduced in view of its
estimates for losses on FGIC's CDO of ABS and non-prime RMBS
exposures which are a multiple of FGIC's current loss reserves.

Another development that S&P believes may stress policyholder
surplus in the near term is the potential bankruptcy of Jefferson
County, Alabama.  FGIC has $1.2 billion of exposure to Jefferson
County sewer revenue bonds.

The successful closing of the reinsurance transaction between FGIC
and MBIA Insurance Corp., whereby FGIC would cede $184 billion of
municipal par exposure to MBIA, would benefit statutory surplus.  
While the ultimate economic benefit of transferring about
$900 million of future earned premium on this well-performing book
of business is questionable in S&P's view, management's near-term
objective is to bolster statutory surplus to avoid regulatory
intervention.  Company projections show resulting contingency
reserve transfers and ceding commissions positively contributing
to management's pro-forma policyholder surplus projection of
$853 million for the period ending Sept. 30, 2008.

FGIC also has the ability to bolster statutory capital by up to
$300 million by drawing against its Grand Central Capital Trust
contingent preferred stock security.

Management expects the reinsurance transaction to close by the end
of the month.  However, if the closing of this transaction is
seriously delayed or postponed, FGIC's financial strength rating
will likely be lowered, in view of the possibility of a breach of
the minimum statutory requirement due to potential additional
losses.
     
Finally the 'BB' financial strength rating of FGIC UK Ltd. remains
on CreditWatch with negative implications.  Following the
termination of the net worth maintenance agreement between FGIC
and FGIC UK Ltd., FGIC UK Ltd. will be evaluated on a stand-alone
basis.


FIRST MARBLEHEAD: Fitch Lowers 25 Classes of Student Loan Trusts
----------------------------------------------------------------
Fitch Ratings downgraded 25 classes, upgraded two classes and
affirms 45 classes from 12 National Collegiate Student Loan Trust
asset-backed securities issued by the First Marblehead
Corporation.  In addition, Fitch places 22 classes on 'Rating
Watch Negative' and 15 classes remain on 'Rating Watch Negative'
where they were placed on April 9, 2008.  The ratings actions are
detailed at the end of this press release.

The affirmations and upgrades are primarily related to seasoned
transactions that are performing within Fitch's expectations or
have built credit enhancement in excess of Fitch's expectations.  
Downgrades and Rating Watch Negative actions are primarily the
result of a combination of default rates that have exceeded
Fitch's initial expectations, the operational uncertainties
related to the ongoing bankruptcy proceedings related to The
Education Resources Institute, the guarantor of the loans in the
NCSLT transactions, and Fitch's concerns regarding the level of
recoveries on defaulted loans in a post-TERI environment.

Fitch's analysis is focusing on further refining default level and
loss timing projections for each pool.  Importantly, Fitch's
analysis will also consider the transactions' sensitivity to
various recovery levels and timing patterns in the context of
TERI's bankruptcy proceedings including the impact of the
suspension of "rehab" loan sales which resulted in near-term
recoveries on re-performing loans.  Depending on the outcome of
this analysis Fitch expects that ratings currently on RWN could be
downgraded by an additional zero to three notches.

Details of Fitch's analysis for each vintage are:

NCSLT 2003-1, 2004-1 and 2004-2 trusts have performed within or
better than Fitch's expectations or credit enhancement has built
in excess of expectations since Fitch's last review of the trusts.  
As the collateral in these trusts have seasoned for 4 to 5 years,
the levels and volatility of remaining defaults are expected to be
lower than that for the newer trusts.  In addition, the total and
senior parity ratios for these trusts as of July 31, 2008 ranged
from 100.5% to 106.8% and 121.5% to 125.0%, respectively.  Higher
parity ratios combined with lower expected remaining defaults make
these trusts less susceptible to adverse changes in loss severity.

NCSLT 2005-1, 2005-2 and 2005-3 trusts have performed modestly
below Fitch's expectations.  The total and senior parity ratios
for these trusts as of July 31, 2008 ranged from 97.3% to 98.2%
and 111.1% to 113.2%, respectively.  Less seasoning combined with
lower parity ratios make these trusts, especially the class C
notes, more susceptible to adverse changes in loss severity.

NCSLT 2006-1, 2006-2, 2006-3, 2006-4 and 2007-1 trusts have
performed measurably worse than Fitch's expectations.  In
particular, the 06-1, 06-2 and 07-1 transactions have demonstrated
significant weakness.  In a number of the '06 and '07
transactions, loss coverage multiples were below the level
necessary to maintain the current ratings, resulting in downgrades
for those classes.  The 2007-2 transaction is performing slightly
below Fitch's expectations but within a range where current
ratings are maintainable.

                Update on TERI's Bankruptcy Filing

The ratings on some of the NCSLT notes were placed on 'Rating
Watch Negative' by Fitch on Apr. 9, 2008, following the bankruptcy
filing by TERI.

Among Fitch's concerns were the status of funds in the pledged
accounts and the potential for changes in service levels related
to collection and loss mitigation functions, which if not
maintained, could increase loss severity.

On June 5, 2008, TERI sought to resume payment of default claims
from the pledged accounts as part of a motion terminating their
master servicing agreement with the sponsor for NCSLT
transactions, First Marblehead, and any related FMD entities.  On
June 23, 2008, the U.S. Bankruptcy Court of Massachusetts granted
this motion, determining that each of the affected NCSLT
transactions has an enforceable, first-perfected security interest
in the funds deposited in their respective pledge accounts.  In
July 2008, TERI resumed payment of default claims, including
claims filed but not processed by TERI from April to June.

Funds in the pledged accounts were divided into three categories:
funds on deposit at the time of the bankruptcy filing; funds
deposited between the bankruptcy filing and June 23, 2008
(existing recoveries); and funds deposited after June 23, 2008
(future recoveries).  Other interested parties were given fund-
specific objection periods of 14 days, 45 days, and 60 days,
respectively, from approval of the motion, during which time the
specified funds would continue to be frozen.  To date, the
objection period for the first group of funds has expired, and
TERI has resumed paying claims on defaulted NCSLT loans from funds
released from the pledged accounts.  However, existing and future
recoveries continue to be frozen pending the expiration of its
objection periods which have been extended to September 30, In
addition, 're-hab' loan sales have been suspended pending
resolution of these issues.

With regard to service levels, First Marblehead has deposited cash
into specified accounts created within each NCSLT transaction for
the sole purpose of supporting current service levels over the
next 12 months, during which time a more permanent solution is
intended to be in place.

Fitch will continue to monitor the transactions closely.

Rating actions are:

NCSLT 2003-1
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5 affirmed at 'AAA';
  -- Class A-6 affirmed at 'AAA';
  -- Class A-7 affirmed at 'AAA';
  -- Class A-IO affirmed at 'AAA';
  -- Class B-1 upgraded to 'A+' from 'A';
  -- Class B-2 upgraded to 'A+' from 'A'.

NCSLT 2004-1
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-IO-1 affirmed at 'AAA';
  -- Class A-IO-2 affirmed at 'AAA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'A'.

NCSLT 2004-2
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5-1 affirmed at 'AAA';
  -- Class A-5-2 affirmed at 'AAA'
  -- Class A-IO affirmed at 'AAA';
  -- Class B affirmed at 'AA+';
  -- Class C affirmed at 'A+'.

NCSLT 2005-1
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5-1 affirmed at 'AAA';
  -- Class A-5-2 affirmed at 'AAA'
  -- Class A-IO affirmed at 'AAA';
  -- Class B 'AA' placed on Rating Watch Negative;
  -- Class C downgraded to 'BBB+' from 'A-' and remains on Rating
     Watch Negative.

NCSLT 2005-2
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5-1 affirmed at 'AAA';
  -- Class A-5-2 affirmed at 'AAA'
  -- Class A-IO affirmed at 'AAA';
  -- Class B 'AA' placed on Rating Watch Negative;
  -- Class C downgraded to 'BBB+' from 'A-' and remains on Rating
     Watch Negative.

NCSLT 2005-3
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-5-1 affirmed at 'AAA';
  -- Class A-5-2 affirmed at 'AAA'
  -- Class A-IO-1 affirmed at 'AAA';
  -- Class A-IO-2 affirmed at 'AAA';
  -- Class B 'AA' placed on Rating Watch Negative;
  -- Class C downgraded to 'BBB+' from 'A-' and remains on Rating
     Watch Negative.

NCSLT 2006-1
  -- Class A-2 downgraded to 'AA+' from 'AAA';
  -- Class A-3 downgraded to 'AA+' from 'AAA';
  -- Class A-4 downgraded to 'AA+' from 'AAA';
  -- Class A-5 downgraded to 'AA+' from 'AAA';
  -- Class A-IO downgraded to 'AA+' from 'AAA';
  -- Class B downgraded to 'A' from 'A+' and remains on Rating
     Watch Negative;

  -- Class C downgraded to 'BBB' from 'A-' and remains on Rating
     Watch Negative.

NCSLT 2006-2
  -- Class A-1 downgraded to 'AA' from 'AAA';
  -- Class A-2 downgraded to 'AA' from 'AAA';
  -- Class A-3 downgraded to 'AA' from 'AAA';
  -- Class A-4 downgraded to 'AA' from 'AAA';
  -- Class A-IO downgraded to 'AA' from 'AAA';
  -- Class B downgraded to 'A' from 'A+' and remains on Rating
     Watch Negative;

  -- Class C downgraded to 'BBB' from 'A-' and remains on Rating
     Watch Negative.

NCSLT 2006-3
  -- Class A-1 'AAA' placed on Rating Watch Negative;
  -- Class A-2 'AAA' placed on Rating Watch Negative';
  -- Class A-3 'AAA' placed on Rating Watch Negative';
  -- Class A-4 'AAA' placed on Rating Watch Negative;
  -- Class A-5 'AAA' placed on Rating Watch Negative;
  -- Class A-IO 'AAA' placed on Rating Watch Negative;
  -- Class B 'AA' placed on Rating Watch Negative;
  -- Class C 'A' remains on Rating Watch Negative;
  -- Class D 'BBB' remains on Rating Watch Negative.

NCSLT 2006-4
  -- Class A-1 'AAA' placed on Rating Watch Negative;
  -- Class A-2 'AAA' placed on Rating Watch Negative';
  -- Class A-3 'AAA' placed on Rating Watch Negative;
  -- Class A-4 'AAA' placed on Rating Watch Negative;
  -- Class A-IO 'AAA' placed on Rating Watch Negative;
  -- Class B 'AA' placed on Rating Watch Negative;
  -- Class C 'A' remains on Rating Watch Negative;
  -- Class D 'BBB' remains on Rating Watch Negative.

NCSLT 2007-1
  -- Class A-1 downgraded to 'AA+' from 'AAA' and placed on Rating
     Watch Negative;

  -- Class A-2 downgraded to 'AA+' from 'AAA' and placed on Rating
     Watch Negative;

  -- Class A-3 downgraded to 'AA+' from 'AAA' and placed on Rating
     Watch Negative;

  -- Class A-4 downgraded to 'AA+' from 'AAA' and placed on Rating
     Watch Negative;

  -- Class A-IO downgraded to 'AA+' from 'AAA' and placed on
     Rating Watch Negative;

  -- Class B downgraded to 'A+' from 'AA' and placed on Rating
     Watch Negative;

  -- Class C downgraded to 'BBB+' from 'A' and remains on Rating
     Watch Negative;

  -- Class D downgraded to 'BB+' from 'BBB' and remains on Rating
     Watch Negative.

NCSLT 2007-2
  -- Class A-1 affirmed at 'AAA';
  -- Class A-2 affirmed at 'AAA';
  -- Class A-3 affirmed at 'AAA';
  -- Class A-4 affirmed at 'AAA';
  -- Class A-IO affirmed at 'AAA';
  -- Class B affirmed at 'AA';
  -- Class C 'A' remains on Rating Watch Negative;
  -- Class D 'BBB' remains on Rating Watch Negative.


FULTON STREET: S&P Chips Notes Ratings; Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Fulton
Street CDO Ltd.'s class A-1A, A-2, B-1, and B-2 notes and removed
them from CreditWatch with negative implications, where they were
placed on July 21, 2008.  Concurrently, S&P lowered its rating on
the class A-1B notes and placed it on CreditWatch with negative
implications.  The 'CC' rating on the class C notes is
unaffected by these actions.
     
Fulton Street CDO Ltd. is a cash flow collateralized debt
obligation of asset-backed securities originated in March 2002
that triggered an event of default under section 5.1(j) of its
indenture.  This section of the indenture specifies an EOD if the
ratio calculated by dividing the net outstanding collateral
balance by the sum of the aggregate principal amount of the class
A-1 notes falls below 102%.
     
The lowered ratings and CreditWatch placement reflect the
continued credit deterioration of the residential mortgage-backed
securities backing the transaction, as well as the EOD. Fulton
Street CDO Ltd. triggered the EOD on Sept. 17, 2008, under section
5.1(j) of the indenture dated March 27, 2002, when its class A-1
overcollateralization ratio fell below 102%.  When Standard &
Poor's receives EOD notices, S&P places all affected note ratings
on CreditWatch with negative implications.
     
S&P lowered the rating on the class A-1A notes to 'AA' from 'AAA'
based on the full financial guarantee insurance policy provided by
the monoline insurance provider, MBIA Inc., which guarantees
payments on the insured notes.  Because Standard & Poor's
underlying rating on this insured class, without giving benefit to
the insurance policy, was lower than 'AA', S&P lowered the rating
to match its financial strength rating on MBIA.

       Ratings Lowered and Removed from Creditwatch Negative

                                          Rating
                                          ------
   Transaction              Class     To           From
   -----------              -----     --           ----
   Fulton Street CDO Ltd.   A-1A      AA           AAA
   Fulton Street CDO Ltd.   A-2       CC           BBB+/Watch Neg
   Fulton Street CDO Ltd.   B-1       CC           B/Watch Neg
   Fulton Street CDO Ltd.   B-2       CC           B/Watch Neg

         Rating Lowered and Placed on Creditwatch Negative

     Transaction              Class     To                From
     -----------              -----     --                ----
     Fulton Street CDO Ltd.   A-1B      BBB-/Watch Neg    AAA

                      Other Outstanding Rating

             Transaction              Class     Rating
             -----------              -----     ------
             Fulton Street CDO Ltd.   C         CC


GENERAL MOTORS: Delphi Wants to Shift $3.4BB in Pension Debts
-------------------------------------------------------------
Delphi Corp will ask the U.S. Bankruptcy Court for the Southern
District of New York to shift $3.4 billion in pension liabilities
to General Motors Corp., David McLaughlin at Dow Jones Newswires
reports.  

According to Dow Jones, the Hon. Robert Drain U.S. Bankruptcy
Court for the Southern District of New York granted Delphi
permission on Tuesday to freeze contributions to pension plans for
hourly and salaried workers, despite an objection by the Committee
of Unsecured Creditors.

Dow Jones relates that Delphi will freeze the pension plan for
salaried workers on Sept. 30,2008.  Delphi, says Dow Jones, will
freeze the pension plan for hourly workers as soon as an agreement
can be reached with labor unions.  

Delphi said that it will save $4 million per quarter by freezing
the pension plan for hourly workers and $26 million per quarter by
freezing the plan for salaried workers, Dow Jones states.  
Christopher Scinta at Bloomberg News reports that court documents
indicate that each month the hourly pension plan costs Delphi
about $1 million.

Delphi will provide workers with replacement plans based on
defined contributions by the company, Dow Jones says.

According to Dow Jones, Robert Rosenberg, an attorney for the
creditors committee, said that the plan for top executives should
be approved as part of Delphi's bankruptcy plan.  "Of all the
times to lock in a new program given what's going on in the auto
industry and the capital markets with no knowledge of what reality
is going to look like tomorrow let alone in a year, the timing is
just not appropriate," Dow Jones quoted Mr. Rosenberg as saying.

"It would be patently unreasonable" to create replacement plans
for everyone except 460 top executives, Bloomberg says, citing
Delphi attorney John Butler Jr.

Bloomberg relates that the creditors committee is also opposing
revised agreements that increase the financial contributions GM
will make to Delphi as part of its reorganization to $10.6 billion
from $6 billion.  Attorneys from Latham & Watkins representing the
creditors said in a court filing that Delphi will "give away
control over the Chapter 11 plan process to GM" in exchange for
financing.

Bloomberg reports that the Court must approve the changes by the
end of September if GM is to take on $3.4 billion of Delphi's
pension liabilities to block the federal Pension Benefit Guaranty
Corp. from putting a lien on Delphi's foreign assets.

The Court adjourned a hearing amending the GM agreements until
Sept. 25, Bloomberg states.

                    About General Motors

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

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.

                       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 US$9,162,000,000
in total assets and US$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 US$2,550,000,000 in equity financing to
Delphi.

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


GENERAL MOTORS: May Lack Cash, Hires Outsider to Help Cut Costs
---------------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. has hired an outside company to help find ways to
reduce spending.  GM didn't name the company.

According to WSJ, GM is acccelerating its $10 billion cost-cutting
plan.  WSJ relates that GM investors are concerned that the
company's cash is insurricient to withstand the current downturn,
sparked by the company's latest move to draw $3.5 billion from its
credit facilities.  GM's Treasurer Walter Borst explained that GM
made the move because of turmoil in financial markets and "it
seemed like a good time to take the money in house and make sure
it was available if and when we need it," WSJ says.  Mr. Borst
said that GM remains on track to boost its liquidity by $15
billion by 2009 through cost cuts, asset sales, and by tapping
financial markets, WSJ states.  

As part of plans to raise $4 billion through asset sales, GM is
looking to sell a parts factory in Strasbourg, France, along with
GM's Hummer truck brand, WSJ says, citing Mr. Borst.  According to
the report, Mr. Borst said GM is considering to sell other assets
and will disclose plans in the fourth quarter.

WSJ reports that GM is on schedule with its plan to cut
$1.5 billion in costs by year-end and will make further custs
in 2008.  GM, says WSJ, has already reduced production,
suspending plans to develop a next generation of pickup truck.

                    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.

As reported in the Troubled Company Reporter on Sept. 24, 2008,
Fitch Ratings downgraded the Issuer Default Rating of General
Motors by one notch to 'CCC' from 'B-', due to diminishing
liquidity and lack of access to capital.  In Fitch's previous
downgrade, Fitch stated that diminished capacity to refinance
short-term maturities, or Fitch projections that GM would drop
below $15 billion in cash could be cause for further
downgrades.


GREAT LAKES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Great Lakes Tissue Company
        437 S. Main St.
        Cheboygan, MI 49721

Bankruptcy Case No.: 08-22796

Type of Business: The Debtor makes toilet papers, stock towels and
                  napkins.

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Keith A. Schofner, Esq.
                  kaschofner@lambertleser.com
                  Rozanne M. Giunta, Esq.
                  rmgiunta@lambertleser.com
                  916 Washington Ave., Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989)894-2232

Estimated Assets: $7,700,000

Estimated Debts: $14,293,125

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

             http://bankrupt.com/misc/mieb08-22796.pdf


GROWERS DIRECT: June 30 Balance Sheet Upside-Down by $2.39 Million
------------------------------------------------------------------
Growers Direct Coffee Company Inc. released its unaudited
consolidated financial results for the three and six months ended
June 30, 2008.

As of June 30, 2008, Growers Direct's balance sheet showed
$957,348 in total assets, $3.33 million in total liabilities,
resulting to $2.39 million in shareholders' deficit.

Growers Direct posted $1.79 million in net losses on $430,397 in
net revenues for the second quarter ended June 30, 2008, compared
with $4.05 million in net losses on $251,577 in net revenues for
same period ended June 30, 2007.

Growers Direct posted $2.99 million in net losses on $1.05 million
in net revenues for first half ended June 30, 2008, compared with
$5.46 million in net losses on  $644,189 in net revenues for the
same period ended June 30, 2007.

Full-text copy of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?327c

                       About Growers Direct

Headquartered in Berkeley, Calif., Growers Direct Coffee Company
Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/-- is a
world-wide distributor and a marketer of the green bean coffee
grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican Blue
Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.

                     Going Concern Doubt

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Growers Direct Coffee Company Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's significant
operating losses.


GSAA HOME: S&P Lowers Ratings on 21 Classes of Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes of mortgage-backed pass-through certificates issued by
GSAA Home Equity Trust's series 2005-14 and 2005-15.  S&P removed
15 of the lowered ratings from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on the
remaining nine classes from these transactions.
     
The lowered ratings reflect S&P's opinion that projected credit
support for the affected classes is insufficient to support the
ratings at their previous levels.     
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends for changes, if any, in
risk characteristics, servicing, and the ability to withstand
additional credit deterioration.  As of the Aug. 25, 2008,
distribution date, severe delinquencies for series 2005-14 were
about 17.28% of the current pool balance, up approximately 24.50%
in the past six months; this deal experienced net losses totaling
$11,220,000 during this time.  Severely delinquent loans for
series 2005-15 totaled approximately 12.39%, which is a 25.80%
increase over the past six months; the transaction has incurred
$7,717,000 in net losses over this period.  

Cumulative realized losses for series 2005-14 and 2005-15 were
1.61% and 0.99% of the original pool balance, respectively, while
credit enhancement for the senior classes from series 2005-14 and
2005-15 was 21.60% and 18.41% of the original pool balances,
respectively.  Class B-3 from series 2005-14 took a principal
write-down, which prompted S&P to downgrade it to 'D'.  Credit
enhancement for the downgraded classes from series 2005-14 ranged
from 11.94% to 0%, while credit support for the downgraded classes
from series 2005-15 ranged from 7.32% to 0.30% of the original
pool balance.
     
Subordination, excess spread, and overcollateralization provide
credit support for these transactions.  The underlying collateral
for these series consists of U.S. Alternative-A fixed-rate
mortgage loans that are secured by first liens on one- to four-
family residential properties.     

                          Rating Actions

GSAA Home Equity Trust 2005-14
Series      2005-14

                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1A2        362341B32     A              AAA
2A2        362341ZU6     AA             AAA
2A4        362341B40     A              AAA
M-1        362341ZW2     BB             AA+/Watch Neg
M-2        362341ZX0     B              AA/Watch Neg
M-3        362341ZY8     CCC            AA/Watch Neg
M-4        362341ZZ5     CCC            AA/Watch Neg
M-5        362341A25     CCC            A-/Watch Neg
M-6        362341A33     CCC            BB/Watch Neg
B-1        362341A41     CC             B/Watch Neg
B-2        362341A58     CC             CCC
B-3        362341A82     D              CCC

GSAA Home Equity Trust 2005-15
Series      2005-15
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        362341D97     A              AA+/Watch Neg
M-2        362341E21     BBB            AA+/Watch Neg
M-3        362341E39     BB             AA/Watch Neg
M-4        362341E47     B              AA-/Watch Neg
M-5        362341E54     CCC            BBB+/Watch Neg
M-6        362341E62     CCC            BB/Watch Neg
B-1        362341E70     CC             BB/Watch Neg
B-2        362341E88     CC             B/Watch Neg
B-3        362341F38     CC             CCC


                        Ratings Affirmed

GSAA Home Equity Trust 2005-14
Series      2005-14

Class      CUSIP         Rating
-----      -----         ------
1A1        362341ZS1     AAA
2A1        362341ZT9     AAA
2A3        362341ZV4     AAA

GSAA Home Equity Trust 2005-15
Series 2005-15

Class      CUSIP         Rating
-----      -----         ------
1A1        362341D48     AAA
1A2        362341D55     AAA
2A1        362341D63     AAA
2A2        362341D71     AAA
2A3        362341D89     AAA
2A4        362341F61     AAA


HANOVER CAPITAL: Defer Payment of Interest Due September 30
-----------------------------------------------------------
Hanover Capital Mortgage Holdings, Inc. disclosed in a Securities
and Exchange Commission filing that on Sept. 9, 2008, the company
provided The Bank of New York with notice that, pursuant to the
parties' Indenture, the company elected to defer the next payment
of interest on certain securities, for the quarterly interest
payment due on Sept. 30, 2008.

The company has the right, pursuant to the Indenture, upon
appropriate notice, to defer the payment of interest for a period
of up to four consecutive quarterly interest periods, so long as
no Event of Default has occurred and is continuing and the company
has timely filed all reports required under the Securities
Exchange Act of 1934, subject to certain other restrictions set
forth in the Indenture.

The Indenture clarifies that if interest payments are being
deferred during an Extension Period, this will not constitute an
Event of Default under the Indenture.

On March 15, 2005, the company completed a private placement of
$20 million of trust preferred securities through Hanover
Statutory Trust I, a statutory trust formed by the company for
that purpose.  In connection with the issuance, the company
entered into an Amended and Restated Trust Agreement, dated March
15, 2005, among the company, JP Morgan Chase Bank, National
Association, Chase Bank USA, National Association, and the
administrative trustees named therein, pursuant to which the
Securities were issued.

The proceeds from the sale of the Securities were used by the
Trust to purchase from the company $20,619,000 in aggregate
principal amount of the company's junior subordinated notes due
2035.  The Notes were issued pursuant to a junior subordinated
indenture, dated March 15, 2005, by and between the company and JP
Morgan, as trustee.

The Bank of New York succeeded JP Morgan as Trustee.

                      About Hanover Capital

Based in Edison, N.J., Hanover Capital Mortgage Holdings Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a      
mortgage real estate investment trust.  The company invests in
prime mortgage loans and mortgage securities backed by prime
mortgage loans.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 10, 2008,
Grant Thornton LLP, in New York, expressed substantial doubt about
Hanover Capital Mortgage Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's net loss for the year ended
Dec. 31, 2007, which included $76.0 million in impairment losses
on mortgage-backed securities.  

Due to unprecedented turmoil in the mortgage and capital markets
during 2007 and into 2008, the company incurred a significant loss
of liquidity over a short period of time.  The company experienced
a net loss of approximately $46.3 million for the six months ended
June 30, 2008, and its current operations are not cash flow
positive.  Additional sources of capital are required for the
company to generate positive cash flow and continue operations
beyond 2008.

The Troubled Company Reporter reported on Aug. 27, 2008, Hanover
Capital Mortgage Holdings Inc. disclosed its financial results for
the three and six months ended June 30, 2008.  At June 30, 2008,
the company's consolidated balance sheet showed $62.2 million in
total assets, $134.1 million in total liabilities, resulting in a
$71.9 million stockholders' deficit.


HEIGHTS SUBDIVISION: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Heights Subdivision, LLC
        521 E. Morehead St, Suite 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06502

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Estimated Assets: $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/nceb08-06502.pdf


HELEN SPANGLER: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Helen Mary Spangler
        1140 Martin Avenue
        San Jose, CA 95126

Bankruptcy Case No.: 08-55408

Chapter 11 Petition Date: September 24, 2008

Court: Northern District of California (San Jose)

Debtor's Counsel: Phyllis N. Voisenat, Esq.
                  VoisNetLaw@aol.com
                  Law Offices of Phyllis N. Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9410

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/califnb08-55408.pdf


HELLER EHRMAN: Partners to Vote on Firm's Dissolution Friday
------------------------------------------------------------
Bankruptcy Law360 reports that Matthew L. Larrabee, chairman at
Heller Ehrman LP, told lawyers and support staff Thursday that
partners at the firm will vote on Friday whether to dissolve the
firm.  The report cited a source at the firm.

As reported by the Troubled Company Reporter on September 17,
2008, merger talks involving Heller Ehrman and Mayer & Brown, LLP
have fallen through for the second time in just over a month.  
According to the report, Mayer & Brown backed out citing client
and practice conflicts.

The TCR also noted that Zach Lowe of The American Lawyer said that
a possible collapse of Washington Mutual Corp. could significantly
affect the business of Heller Ehrman LLP.  Mr. Lowe said Heller
Ehrman stands to lose the most if WaMu collapses.  The 118-year-
old law firm has handled 24 matters for the bank since 2003,
including 12 in the last two years, Mr. Lowe said.

"Much of the work has involved defending the bank in wage and hour
disputes, says Jonathan Hayden, a Heller partner," according to
Mr. Lowe's post.

The post stated that Heller Ehrman's work for Wamu includes:

     -- defense in class actions linked to the subprime mortgage
        crisis, including one brought by a Connecticut hedge fund
        that purchased $18 million in bonds backed by junk
        mortgages; and

     -- corporate matters, including advisory work when Wamu began
        issuing covered bonds this year and when it acquired  
        mortgage-lending arms of PNC Bank and Fleet Boston
        Financial Corp.

According to the report, other Am Law 200 firms with major WaMu
connections include Reed Smith, Simpson Thacher & Bartlett,
Goodwin Procter, K&L Gates and Ballard Spahr Andrews & Ingersoll.

A report also said that up to 40 lawyers are leaving the firm's
intellectual property group.  Debra Cassens Weiss of ABA Journalk
Law News Now cited a Daily Journal Report stating that the lawyers
leaving include two key partners.  According to Niraj Chokshi of
The Recorder, at least 15 lawyers from the firm are leaving for
Covington & Burling.  Heller has reportedly lost about 35 partners
firmwide since January.

According to The Recorder, the firm was one of three on the Am Law
100 to have seen a drop in revenue in 2007.  The other two firms
were Holland & Knight, of Miami, and Atlanta's Kilpatrick
Stockton.

Heller previously denied rumors that it may dissolve.

Heller Ehrman LLP -- http://www.hewm.com/-- with 650 attorneys   
and professionals in the United States, Europe and Asia, offers
full range of litigation, business and intellectual property
services.


HEXION SPECIALTY: To Sell Epoxy Resins Biz to Spolchemie
--------------------------------------------------------
Hexion Specialty Chemicals, Inc. and Spolchemie entered on
Sept. 19, 2008, into a definitive purchase agreement to divest a
portion of the company's global specialty epoxy resins business to
Spolchemie.

The transaction is contingent upon the completion of the company's
pending merger with Huntsman Corporation and the receipt of
approval from both the U.S. Federal Trade Commission and European
Commission.

                     About Hexion Specialty

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

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



HOME INTERIORS: Details Plans to Split Up; Officers to Submit Bids
------------------------------------------------------------------
Brendan M. Case of The Dallas Morning News reported that
Carrollton-Tex. based Home Interiors & Gifts Inc. said Monday that
it plans to split itself up.  The report also said that executives
at the firm are expected to submit bids for some of the company's
assets.

"Parts of this thing are probably worth more than the whole," said
William Snyder, the company's chief restructuring officer.

Mr. Snyder said that the new plan could spell more layoffs at the
company's headquarters.  

Under the new plan, the company's U.S., Canada and Puerto Rico
business assets will be sold as as single unit.  According to Mr.
Case, a group connected with Robin Crossman, the company's
president and chief executive, will bid for some of these assets.

The company's Mexican unit will be offered separately.  Domistyle
Inc., a Dallas manufacturer and distributor of home fragrances and
decor accessories, will be offered as an independent company.  The
Laredo Candle unit will be offered as a separate entity, although
it may be included in the Domistyle sale.

Mr. Snyder said Home Interiors' largest shareholder and creditor,
Highland Capital Management LP of Dallas, supports the plan.

In a press release dated Sept. 22, 2008, the company disclosed
that it has requested the U.S. Bankruptcy Court for the Northern
District of Texas for authority to employ the investment banking
firm Houlihan Lokey Howard & Zukin Capital, Inc. to manage the
sale process.

                      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 $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.


HRP MYRTLE: Files for Voluntary Chapter 11 Protection
-----------------------------------------------------
Dawn McCarty of Bloomberg News reports that HRP Myrtle Beach
Holdings, LLC, and its debtor-affiliates asks authority from the
U.S. Bankruptcy Court for the District of Delaware to borrow as
much as $2 million to help fund operations while it restructures.

The senior secured financing, arranged by administrative agent
Cerberus Partners, LP, would allow the Debtors to use up to
$1,000,000 on an interim basis, according to the report.

Myrtle Beach, South Carolina-based HRP Myrtle Beach Holdings,
LLC,-- http://www.hrpusa.com/-- wholly owns HRP Myrtle Beach  
Operations, LLC, which owns and operates rock-n-roll theme park
Hard Rock Park under a long term license agreement with Hard Rock
Cafe International (USA), Inc.

The Debtors filed for Chapter 11 protection separately on Sept.
24, 2008 (Bankr. D. Del. Case No. 08-12193).  Daniel J.
DeFranceschi, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger represent the Debtors in their restructuring
efforts.  The lead Debtor listed between $100,000,000 and
$500,000,000 in assets and between $100,000,000 and $500,000,000
in debts in its filing.


ICFQ DESARROLLOS: Files Amended Disclosure Statement
----------------------------------------------------
ICFQ Desarrollos Carraizo Inc. delivered to the U.S. Bankruptcy
Court for the District of Puerto Rico an Amended Disclosure
Statement explaining its Amended Plan of Reorganization.

               Means for Implementation of the Plan

After the payment of its Administrative Expense Claims, Tax Claims
and Secured Claims, the Debtor will satisfy its General Unsecured
Claims to the extent of available funds arising from the proceeds
of its Mansiones de Carraizo Project and Debtor's Claims and
Causes of Action.

                        Treatment of Claims

Under the Plan, the Debtor proposes to pay Administrative Expense
Claims, Professional Fee Claims, and Priority Tax Claims in full.  

The Debtor discloses that it does not anticipate any Class 1
Priority Claims.  However, a holder of such claim will be able to
get an amount equal to its claim on the later of the effective
date and the date such priority claim becomes an Allowed Priority
Claim, or as soon as practicable.

The Class 2 Claim, consisting of $2,375,410 of the principal and
$635,000 of interest, arises from the Debtor's construction loan
from Banco Bilbao Vizcaya Argentaria and is secured by the land of
the Mansiones de Carraizo and Mirador del Lago projects.  BBVA's
secured claim will be paid by available proceeds.  If the claim
will not be satisfied in full, the claim will be treated as a
Class 3 claim and will be paid as such.

Class 3 Claims, consisting of all Allowed General Unsecured
Claims, are estimated to be approximately $1,302,396.  Holders of
these claims will receive their pro rata share of the funds after
payment of Administrative Expense Claims, Priority Tax Claims, and
Classes 1 and 2.  These claims will be paid in full within 24
months from the effective date from funds originating from the
Debtor's Mansiones de Carraizo project, including the expected
$1,500,000 to $2,000,000 profit and from remaining funds arising
from the Debtor's Claims and Causes of Action.

Equity holders under Class 4 will retain their interest in the
Debtor.

A full-text copy of the Amended Plan of Reorganization is
available for free at http://researcharchives.com/t/s?32c0

                          About ICFQ

Based Caguas, Puerto Rico, real estate developer ICFQ Desarrollos
Carraizo, Inc., filed for Chapter 11 protection on July 3, 2008
(Bankr. D. P.R. Case No. 08-04351).  Charles A. Cuprill, P.S.C.,
Law Offices, serves as the Debtor's bankruptcy counsel.  When the
Debtor filed for protection from its creditors, it listed
estimated assets of $55,985,918 and debts of $3,687,843.


IL LUGANO: Seeks to Employ Neligan Foley as Bankruptcy Counsel
--------------------------------------------------------------
IL Lugano LLC asks the U.S. Bankruptcy Court for the District
of Connecticut for permission to employ Neligan Foley LLP as
bankruptcy counsel.

The Firm will, among other things, advise the Debtor in its
Chapter 11 case, in the potential sales of assets, financing
options, as well as the preparation of necessary documents.

The Firm will charge the Debtor these hourly rates:

     Patrick J. Neligan, Jr.        $500
     Douglas J. Buncher             $425
     David Ellerbe                  $425
     Stefanie Klein                 $300
     Nancy L. Ribaudo               $150
     Carolyn Perkins                $130
     Kathy Gradick                  $130

The Debtor assures the Court of the Firm's disinterestedness.  
According to the Debtor, the Firm has no connection with the
Debtor's creditors, the U.S. Trustee, or any other party with
an actual or potential interest in the Debtor's Chapter 11
case.  The Firm has no other interest adverse to the Debtor or
its estate, the Debtor says.  

Headquartered in Fort Lauderdale, Florida, IL Lugano LLC --
http://www.illugano.com/-- owns a hotel.  The company filed  
for chapter 11 protection on Aug. 29, 2008 (Bankr. D. Conn.
Case No. 08-50811).  James Berman, Esq., at Zeisler and
Zeisler, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets between
$50 million and $100 million and debts between $1 million and
$10 million.


IMPAC: Moody's Cuts Ratings on 194 Tranches from 18 Transactions
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 194
tranches from 18 Alt-A transactions backed by Impac originated
collateral.  Of these, 28 remain on review for further possible
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

Ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Moody's Investors Service has also published actions on the
underlying ratings of the insured notes.  The rating on a security
that is 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.

Complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-IM1

  -- Cl. A-1, Downgraded to Baa3 from Aaa
  -- Cl. A-2, Downgraded to Baa2 from Aaa
  -- Cl. A-3, Downgraded to Baa3 from Aaa
  -- Cl. A-5, Downgraded to Baa2 from Aaa
  -- Cl. A-6, Downgraded to Baa3 from Aaa
  -- Cl. A-7, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from Ba2
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM1

  -- Cl. M-1, Downgraded to A3 from Aa3
  -- Cl. M-2, Downgraded to Ba2 from Baa1
  -- Cl. M-3, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Ca from B2
  -- 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: CWABS Asset-Backed Certificates Trust 2005-IM2

  -- Cl. A-4, Downgraded to Aa1 from Aaa
  -- Cl. M-1, Downgraded to Baa3 from Aa3
  -- Cl. M-2, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2005-IM3

  -- Cl. A-3, Downgraded to A1 from Aaa
  -- Cl. A-3M, Downgraded to A2 from Aaa
  -- Cl. A-4, Downgraded to A3 from Aaa
  -- Cl. M-1, Downgraded to B1 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Ca from Ba3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca

Issuer: CWABS Asset-Backed Certificates Trust 2006-IM1

  -- Cl. A-2, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to C from B2
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Ca
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-IM1

  -- Cl. A-3, Downgraded to Baa2 from Aaa
  -- Cl. M-1, Downgraded to B3 from Aa2
  -- Cl. M-2, Downgraded to Ca from A2
  -- Cl. M-3, Downgraded to C from Baa2
  -- Cl. M-4, Downgraded to C from Baa3
  -- Cl. M-5, Downgraded to C from Ba1

Issuer: Impac CMB Trust Series 2005-6 Collateralized Asset-Backed
Bonds, Series 2005-6

  -- Cl. 1-A-1, Downgraded to Aa3 from Aaa; under review for
     further Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

  -- Underlying Rating: Downgraded to B1 from Aaa
  -- Cl. 1-A-2, Downgraded to Aa3 from Aaa; under review for
     further Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

Underlying Rating: Downgraded to B1 from Aaa

  -- Cl. 1-M-1, Downgraded to Caa2 from Ba2
  -- Cl. 1-M-2, Downgraded to Caa3 from B1
  -- Cl. 1-M-3, Downgraded to Ca from B3
  -- Cl. 1-M-4, Downgraded to Ca from Caa1
  -- Cl. 1-M-5, Downgraded to Ca from Caa1
  -- Cl. 1-B-1, Downgraded to Ca from Caa2
  -- Cl. 1-B-2, Downgraded to Ca from Caa2

Issuer: Impac CMB Trust Series 2005-7

  -- Cl. A-1, Downgraded to Aa3 from Aa2; under review for further
     Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

  -- Underlying Rating: Downgraded to B1 from Aaa
  -- Cl. A-2, Downgraded to Aa3 from Aa2; under review for further
     Possible Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

Underlying Rating: Downgraded to B1 from Aaa

  -- Cl. M-1, Downgraded to Caa2 from Ba1
  -- Cl. M-2, Downgraded to Ca from B1
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from Caa1
  -- Cl. M-5, Downgraded to Ca from Caa1
  -- Cl. M-6, Downgraded to Ca from Caa2
  -- Cl. B, Downgraded to Ca from Caa3

Issuer: Impac CMB Trust Series 2005-8

  -- Cl. 1-A, Downgraded to Aa3 from Aaa
  -- Cl. 1-A-IO, Downgraded to Aa3 from Aaa
  -- Cl. 1-AM, Downgraded to Baa2 from Aaa
  -- Cl. 1-M-1, Downgraded to Ba3 from Aa3
  -- Cl. 1-M-2, Downgraded to B2 from Baa1
  -- Cl. 1-M-3, Downgraded to Caa2 from Ba2
  -- Cl. 1-M-4, Downgraded to Ca from B2
  -- Cl. 1-M-5, Downgraded to Ca from B3
  -- Cl. 1-M-6, Downgraded to Ca from B3

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2005-2

  -- Cl. A-1, Downgraded to Baa3 from Aa1
  -- Cl. A-1M, Downgraded to Ba3 from A1
  -- Cl. A-1W, currently Aa3; on review for further Possible
     Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

  -- Underlying Rating: Downgraded to Ba2 from A1
  -- Cl. A-2C, Downgraded to A3 from Aa3
  -- Cl. A-2D, Downgraded to Ba2 from A1
  -- Cl. M-1, Downgraded to Ca from B2
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to Ca from B3
  -- Cl. M-4, Downgraded to Ca from Caa1
  -- Cl. M-5, Downgraded to C from Ca
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-1

  -- Cl. 1-A-1-1, Downgraded to B3 from A3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A-1-2, Downgraded to Caa3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A-2B, Downgraded to Caa3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A-2C, Downgraded to Caa3 from Ba1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M-1, Downgraded to C from B3
  -- Cl. 1-M-2, Downgraded to C from B3
  -- Cl. 1-M-3, Downgraded to C from Caa1
  -- Cl. 1-M-4, Downgraded to C from Caa1
  -- Cl. 1-M-5, Downgraded to C from Caa1
  -- Cl. 1-M-6, Downgraded to C from Caa1
  -- Cl. 1-M-7, Downgraded to C from Ca
  -- Cl. 1-M-8, Downgraded to C from Ca
  -- Cl. 1-B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-2

  -- Cl. 1-A1-1, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A1-2, Downgraded to Caa3 from Ba3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A2-B, Downgraded to Caa3 from Ba2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-A2-C, Downgraded to Caa3 from Ba3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M-1, Downgraded to C from B3
  -- Cl. 1-M-2, Downgraded to C from B3
  -- Cl. 1-M-3, Downgraded to C from Caa1
  -- Cl. 1-M-4, Downgraded to C from Caa1
  -- Cl. 1-M-5, Downgraded to C from Ca
  -- Cl. 1-M-6, Downgraded to C from Ca
  -- Cl. 1-M-7, Downgraded to C from Ca
  -- Cl. 1-M-8, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-3

  -- Cl. A-1, currently Aa3; on review for further Possible
     Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

  -- Underlying Rating: Downgraded to Caa1 from Ba3; Placed Under
     Review for further Possible Downgrade

  -- Cl. A-4, Downgraded to A3 from Aa3
  -- Cl. A-2, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-3, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-5, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-6, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-7, Downgraded to Caa1 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-2M, Downgraded to Caa2 from Ba3; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-3M, Downgraded to Caa2 from Ba3; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-4M, Downgraded to B1 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. A-5M, Downgraded to Caa2 from Ba2; Placed Under Review
     for further Possible Downgrade

  -- Cl. A-6M, Downgraded to Caa2 from Ba3; Placed Under Review
     for further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to Ca from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Caa1
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-4

  -- Cl. A-1, Downgraded to Ba1 from A1
  -- Cl. A-2B, Downgraded to Ba1 from A1
  -- Cl. A-2C, Downgraded to Ba1 from A2
  -- Cl. A-M, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Ca from B3
  -- Cl. M-2, Downgraded to C from B3
  -- Cl. M-3, Downgraded to C from B3
  -- Cl. M-4, Downgraded to C from Caa1
  -- Cl. M-5, Downgraded to C from Caa1
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2006-5

  -- Cl. 1-A1-B, Downgraded to Baa2 from Aaa
  -- Cl. 1-A1-C, Downgraded to Baa2 from Aaa
  -- Cl. 1-AM, Downgraded to B2 from Ba2
  -- Cl. 1-M-1, Downgraded to Caa3 from B2
  -- Cl. 1-M-2, Downgraded to Ca from B3
  -- Cl. 1-M-3, Downgraded to C from B3
  -- Cl. 1-M-4, Downgraded to C from B3
  -- Cl. 1-M-5, Downgraded to C from B3
  -- Cl. 1-M-6, Downgraded to C from Caa1
  -- Cl. 1-M-7, Downgraded to C from Ca
  -- Cl. 1-M-8, Downgraded to C from Ca
  -- Cl. 1-B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-1

  -- Cl. A-1, Downgraded to Aa2 from Aaa
  -- Cl. A-2, Downgraded to Baa2 from Aaa
  -- Cl. A-3, Downgraded to Baa2 from Aaa
  -- Cl. A-M, Downgraded to Ba2 from Baa3
  -- Cl. M-1, Downgraded to Caa1 from B1
  -- Cl. M-2, Downgraded to Ca from B2
  -- Cl. M-3, Downgraded to Ca from B2
  -- Cl. M-4, Downgraded to C from B3
  -- Cl. M-5, Downgraded to C from B3
  -- Cl. M-6, Downgraded to C from Ca
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-2

  -- Cl. 1-A1-A, Downgraded to Aa1 from Aaa
  -- Cl. 1-A1-B, Downgraded to A1 from Aaa
  -- Cl. 1-A1-C, Downgraded to A1 from Aaa
  -- Cl. 1-AM, currently Aa3; on review for further Possible
     Downgrade

Financial Guarantor: Ambac Assurance Corporation (Aa3, Under
Review for further Possible Downgrade)

Underlying Rating: Downgraded to Caa1 from Ba3

  -- Cl. 1-M-1, Downgraded to Ca from B1
  -- Cl. 1-M-2, Downgraded to C from B2
  -- Cl. 1-M-3, Downgraded to C from B3
  -- Cl. 1-M-4, Downgraded to C from B3
  -- Cl. 1-M-5, Downgraded to C from B3
  -- Cl. 1-M-6, Downgraded to C from Ca
  -- Cl. 1-M-7, Downgraded to C from Ca
  -- Cl. 1-M-8, Downgraded to C from Ca
  -- Cl. 1-B, Downgraded to C from Ca

Issuer: Impac Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 2007-3

  -- Cl. M-1, Downgraded to Caa1 from B1
  -- Cl. M-2, Downgraded to Ca from B1
  -- Cl. M-3, Downgraded to Ca from B1
  -- Cl. M-4, Downgraded to C from B1
  -- Cl. M-5, Downgraded to C from B1
  -- Cl. M-6, Downgraded to C from B2
  -- Cl. M-7, Downgraded to C from Ca
  -- Cl. M-8, Downgraded to C from Ca
  -- Cl. B, Downgraded to C from Ca  


INTERMET CORP: Lenders Worried on Assets Deterioration
------------------------------------------------------
Hazel Bledsoe Smith at The Lake Gazette reports that commercial
lenders expressed concern about the deterioration of Intermet
Corp.'s financial assets.

According to The Lake Gazette, court documents indicate that since
filing for bankruptcy protection on Aug. 12, Intermet has been
working with major customer representatives to negotiate an
accommodation agreement.  A federal judge agreed on Sept. 8 to
extend a hearing to Sept. 16, on whether or not to liquidate the
assets of Intermet rather than allow the firm to reorganize its
debt.  The extension was requested by Maryland commercial lender
Capital Source Finance LLC.  Commercial lenders agreed to the
Sept. 16 extension, the report says.

The Lake Gazette relates that Matt Barr, the attorney for
Intermet, told the court that "Intermet has agreements in
principal with most of its major customers."  Court documents
indicate that Intermet is proposing a 21-month price agreement
with its suppliers while it "endeavors consolidation of its
operation as it transitions through filing and getting out of
bankruptcy through a merger sale or through a standalone plan of
reorganization."

The court, The Lake Gazette says, ordered Intermet to pay for
utility services and allowed Intermet "to provide a deposit equal
to two weeks of utility service."  The report states that the
court also ordered the utility companies to continue to supply
services to Intermet.  According to the report, Monroe City Clerk
Gary Osbourne said that he received a check from Intermet for
$246,751 on Sept. 8.  Monroe City had to eventually write off
$123,000 in utilities fees when Intermet filed for bankruptcy in
2004.  The report states that City Administrator Jim Burns said
receiving the utility payment from Interment was very important
"since this amount was pre-petition utilities and could have been
written off should Intermet be granted the Chapter 11 petition."  
According to The Lake Gazette, Mr. Burns said this was a good sign
that Intermet wanted to stay in Monroe City.

                        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' 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' co-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 debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets and
$592,816,000 in total debts.  Intermet Corporation emerged from
the first bankruptcy filing in November 2005.


J&D RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J&D Restaurant Holdings, LLC
        3676 East Industrial Way
        West Palm Beach, Fl 33404

Bankruptcy Case No.: 08-23958

Type of Business: The Debtor operates a chain of restaurants.

Chapter 11 Petition Date: September 24, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq
                  bshraiberg@kpkb.com
                  Kluger, Peretz, Kaplan & Berlin, P.L.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  http://www.kpkb.com/

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

            http://bankrupt.com/misc/flsb08-23958.pdf


JEFFERSON COUNTY: Former Official Pleads Guilty in Debt Probe
-------------------------------------------------------------
Martin Z. Braun of Bloomberg News reports that former Jefferson
County, Alabama, commissioner Mary Buckelew, 62, pleaded guilty to
obstruction of justice in a federal corruption investigation of
bond sales that financed the county's almost-bankrupt sewer
system.

According to the report, Ms. Buckelew lied about receiving $4,000
in gifts, including shoes and a purse, from an investment banker
whose firm received millions from bond and interest-rate swap
deals involving the county, U.S. Attorney Alice Martin said.  Ms.
Buckelew, who served on the Jefferson County commission from 1990
until November 2006, admitted in a plea agreement that she knew
the banker was trying to influence her, according to the report.

A Montgomery, Alabama, investment banker, who wasn't identified by
name, bought the items and, reportedly, also paid for a $1,400 spa
treatment for Ms. Buckelew on a trip to arrange the bond deals for
the sewer system, Ms. Martin said.

Buckelew, who served on a county committee that oversaw five bond
sales and four interest-rate swaps, denied the banker purchased
the gifts for her when she appeared before a federal grand jury in
August 2008, Martin said according to the report.

Ms. Buckelew, according to the report, faces up to 20 years in
jail and a fine of up to $250,000, Martin said.

The Jefferson County faces two debt payment deadlines by the end
of the month.  Sept. 30 is the deadline by which the County must
make payments for its $3.2 billion sewer debt.  A forbearance
agreement with New York-based JPMorgan Chase & Co. and Bayerische
Landesbank for GO warrants the county sold in 2001 also expires on
Sept. 30.  The agreement delays a $20 million payment that was due
Sept. 15 to holders of about $270 million in general obligation
debt.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  The
Birmingham firm of Bradley Arant Rose & White, represents
Jefferson County.  Porter, White & Co. in Birmingham is the
county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.  Jefferson County has $4.6 billion in overall
debt, including $3.2 billion in sewer bonds.  


                          *     *     *

As reported by the Troubled Company Reporter on Sept. 19, 2008,
Standard & Poor's Ratings Services lowered its rating three
notches on Jefferson County, Alabama's series 1997A, 2001A, and
2003 B-1-A through series 2003 B-1-E, as well as its series 2003
C-1 through 2003 C-10 sewer system revenue bonds to 'C' from
'CCC'.  At the same time, S&P revised the CreditWatch implications
on the bonds to negative from developing.

As reported by the TCR on July 22, 2008, Moody's continues to
review the Caa3 rating on Jefferson County's (AL) $3.2 billion in
outstanding sewer revenue warrants for possible downgrade.  The
TCR Reported on Aug. 4, 2008 that Moody's downgraded to Ba3 from
Baa1 the rating on Jefferson County's (AL) $270 million in
outstanding general obligation debt.  

That time, Moody's also downgraded: to B1 from Baa2 the county's
$86.7 million in outstanding lease revenue warrants issued through
the Jefferson County Public Building Authority; to B1 from Baa2
the county's $996.8 million in limited obligation school warrants
secured by sales taxes; to B1 from Baa1 the rating on
$20.3 million in special tax bonds issued by the Birmingham-
Jefferson Civic Center Authority (BJCCA) partially secured by the
county's occupational tax; and to B1 from Baa2 the rating on
$40.86 million in debt issued by BJCCA partially secured by a
beverage tax and lodging tax levied and the collected by the
county. The sewer revenue bonds continue to be rated Caa3, on
review for possible downgrade.


JEFFERSON COUNTY: S&P Slashes Underlying Rating to 'D' from 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Jefferson County, Alabama's series 2001B general obligation
warrants to 'D' from 'B' and removed its rating from CreditWatch
with negative implications where it was placed on Aug. 26, 2008,
due to the county's failure to make a principal payment on the
bank warrants when due on Sept. 15, 2008, in accordance with the
terms of the standby warrant purchase agreement.

Although the county and the banks entered into a forbearance
agreement which effectively delayed payment under the standby
warrant purchase agreement until the end of September 2008,
Standard & Poor's lowers its rating on an issue to 'D' when
payments on an obligation are not made on the date due in
accordance with the terms of the documents.
     
The rating for the county's parity general obligation warrants
remains at 'B' and on CreditWatch with negative implications.  If
the principal and interest payments on other series are not made
when due, the ratings on those series would also be lowered to
'D'.


JP MORGAN CHASE: Fitch Affirms Rating on $2.6MM Class LV-2 at 'BB'
------------------------------------------------------------------
Fitch Ratings has placed these class of J.P. Morgan Chase
Commercial Mortgage Securities Corp., series 2006-FL2, on Rating
Watch Negative:

  -- $29.3 million class L at 'BBB-'.

In addition, Fitch affirmed these classes:

  -- $306.2 million class A-1 at 'AAA';
  -- $298.2 million class A-2 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $33 million class B at 'AA+';
  -- $28.1 million class C at 'AA';
  -- $19.5 million class D at 'AA-';
  -- $22 million class E at 'A+';
  -- $22 million class F at 'A';
  -- $19.5 million class G at 'A-';
  -- $24.4 million class H at 'BBB+';
  -- $24.4 million class J at 'BBB';
  -- $22 million class K at 'BBB-';
  -- $7.4 million class LV-1 at 'BB+';
  -- $2.6 million class LV-2 at 'BB'.

Interest-only class X-1 has paid in full.

The Rating Watch Negative placement is due to upcoming maturity
risk associated with one loan: the SOMA Portfolio (1.9%).  The
affirmations reflect generally stable performance demonstrated by
the remainder of the pool since Fitch's last rating action.

The SOMA Portfolio loan (1.9%) is secured by four hotels located
in San Francisco, California, with a total of 308 rooms.  At
issuance, the borrower planned to reposition the portfolio by
performing over $7.4 million in renovations, to be completed by
2008.  An initial cash equity contribution of approximately 33%
was made.  The loan is scheduled to mature Oct. 11, 2008.

Three extension options are available; however, their exercise is
subject to a minimum debt service coverage ratio of 1.20 times,
1.30x, and 1.40x for the first, second, and third options,
respectively.  The loan does not currently meet the performance
hurdle required for extension.  If the borrower cannot extend or
refinance the loan, it would be in default and could be
transferred to the special servicer, which could result in
interest shortfalls to class L.  Fitch will revisit the ratings as
additional information becomes available upon loan maturity.

Of the 10 loans remaining in the pool, three (24.6%) are
considered Fitch loans of concern, including the SOMA Portfolio.  
The largest Fitch loan of concern is Marina Village (13.4%), which
consists of 34 low- to mid-rise office properties located within a
master-planned development in Alameda, California.  Year-end 2007
reported occupancy stood at 76%, compared to the 79.6% leased at
issuance.  

The borrower has thus far been unable to re-lease large blocks of
space vacated prior to issuance, and the Alameda submarket remains
challenging, with an average vacancy rate of approximately 30%.  
The sponsor had invested approximately 30% cash equity in the
property at issuance, and a portion of the $23.5 million B-2 note
future funding facility remains available for leasing costs and
capital expenditures.  The loan is in its first of three extension
options, with an extended maturity date of Feb. 9, 2009.

The 1111 Marcus Avenue loan (9.3%), collateralized by a mixed-use
property in New Hyde Park, New York, is also a Fitch loan of
concern.  Occupancy at the property has increased slightly, to
84.1% as of Dec. 31, 2007 from 80% at issuance.  However, actual
servicer-reported expenses for 2007 were higher than anticipated
at issuance, resulting in a current Fitch stressed DSCR of 1.06x
on the trust balance, compared to 1.40x at issuance.

All other loans within the pool are performing at or above
expectations at issuance.  The RREEF Silicon Valley Office
Portfolio (16.8%) is the largest loan in the transaction.  It is
secured by a portfolio of 119 office and industrial properties
located throughout four submarkets of Silicon Valley, California.   
Occupancy across the portfolio has increased slightly since
issuance, to 77% as of Dec. 31, 2007 from 71.4%.  The loan had a
Fitch stressed DSCR of 1.46x on the trust balance A-3 note,
compared to 1.30x at issuance.  The loan matures on Nov. 9, 2008,
and has three one-year extension options.

The second largest loan is secured by 697,151 square feet of in-
line and leased fee space corresponding to the Lehigh Valley Mall
(16.3%), a regional mall located in Whitehall, Pennsylvania, which
at issuance comprised 1,049,504 sf of total space.  In October
2007, a lifestyle center opened at the property, which consists of
approximately 120,000 sf of additional space.  The loan has
experienced stable performance since issuance.  The loan is within
the second of three one-year extension options, and has an
extended maturity date of Aug. 9, 2009.

The Doubletree Metropolitan collateralizes the third largest loan.   
Located in Midtown Manhattan, the property is a 755-room full-
service hotel built in 1961 and renovated in 2005.  Performance
has improved since issuance, with year-end 2007 occupancy rising
to 95.3% from 94.4% at issuance, and the Fitch stressed DSCR on
the whole loan increasing to 2.56x from 2.17x at issuance.  The
loan is within its first of three one-year extension options, with
an extended maturity date of May 9, 2009.

All but one (9.3%) of the loans mature by 2008. However, every
loan within the pool has one or more one-year extension options
remaining.  All pooled whole loans, A notes, or senior
participations of whole loans in the trust maintain investment-
grade shadow ratings.

As of the September 2008 remittance, the pool's collateral balance
has paid down 42.8% to $858.7 million, from $1.501 billion at
issuance.  Five loans have paid in full since issuance and 10
loans remain outstanding.

The transaction has a modified pro rata pay structure whereby 80%
of principal is paid to classes A-1 and A-2, and the remaining 20%
is paid to the other classes pro rata.  The transaction switches
to sequential pay in the event of default or when the transaction
has been reduced by 80% from issuance.


JPMORGAN TRUST: S&P Trims Ratings on 13 Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage pass-through certificates from JPMorgan
Mortgage Trust 2006-S4, a residential mortgage-backed securities
transaction backed by U.S. prime jumbo mortgage loan collateral.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  During the August
2008 distribution period, severe delinquency levels continued to
increase steadily, as the dollar amount of loans in foreclosure
increased to $12.1 million from $9.654 million in July 2008.  In
addition, the dollar amount of loans classified as real estate
owned increased to $3.295 million in August from $2.987 million in
July 2008.
     
S&P assumed that 50% of the 60-day delinquent loans and 100% of
the 90-day delinquent loans would be in foreclosure within five
months.  S&P then added this amount to the current foreclosure
amount, since this provided a forecast that is more consistent
with the current delinquency performance trend.  S&P's new
lifetime projected losses for this U.S. RMBS transaction, as a
percentage of the original pool balance, is now 1.60%.
     
Subordination provides credit support for this transaction.  The
underlying collateral for this deal consists of fixed-rate U.S.
prime jumbo mortgage loans that are secured primarily by first
liens on one- to four-family residential properties with original
terms to maturity from the first scheduled payment due date of no
more than 30 years.     

                          Ratings Lowered

                  JPMorgan Mortgage Trust 2006-S4
                 Mortgage pass-through certificates

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2        46629SAB8     A              AAA
           A-3        46629SAC6     A              AAA
           A-4        46629SAD4     A              AAA
           A-5        46629SAE2     A              AAA
           A-7        46629SAG7     A              AAA
           A-8        46629SAH5     A              AAA
           A-9        46629SAJ1     A              AAA
           A-10       46629SAK8     A              AAA
           A-11       46629SAL6     A              AAA
           A-12       46629SAM4     A              AAA
           A-13       46629SAN2     A              AAA
           A-P        46629SAQ5     A              AAA
           M          46629SAR3     BB             AA


JUDITH ROGAN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Judith K. Rogan
        206 Scarborough Ct.
        Valparaiso, IN 46385

Bankruptcy Case No.: 08-23158

Chapter 11 Petition Date: September 24, 2008

Court: Northern District of Indiana (Hammond Division)

Debtor's Counsel: Michael C. Moody, Esq.
                  mmoody@orourkeandmoody.com
                  O'Rourke and Moody
                  55 West Wacker Drive, Suite 1400
                  Chicago, IL 60601
                  Tel: (312) 849-2020

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

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


KAYDON CORP: S&P Withdraws 'BB+' Rating at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Kaydon
Corp., including the 'BB+' long-term corporate credit rating, at
the company's request.  This follows the completion of the
redemption of Kaydon's 4% contingent convertible senior
subordinated notes on Sept 19, 2008.


KELSEY GLEN: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Kelsey Glen, LLC
        521 E. Morehead St, Ste. 405
        Charlotte, NC 28202

Bankruptcy Case No.: 08-06503

Type of Business: The Debtor sells houses.

Chapter 11 Petition Date: September 22, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Estimated Assets: $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/nceb08-06503.pdf


KIDSPEACE INC: Moody's Trims Debt Rating to 'B3'; On Watchlist
--------------------------------------------------------------
Moody's Investors Service has downgraded KidsPeace Inc.'s debt
rating to B3 from B1; the rating remains on Watchlist for further
possible downgrade.  The rating applies to $60.2 million of Series
1998 and Series 1999 Bonds issued by the Lehigh County General
Purpose Authority.  The rating downgrade is primarily attributable
to the decline in liquidity and material deterioration in
financial performance through the interim period.  The Watchlist
for further possible downgrade is attributable to the liquidity
risk stemming from weakened financial performance and the
possibility that KidsPeace may violate certain financial
covenants, triggering an event of default that could possibly lead
to an acceleration of the bonds.

Legal Security: The bonds are secured by a gross revenues pledge
of the obligated group members consisting of KidsPeace Corp,
KidsPeace National Centers for Kids, Inc., KidsPeace National
Centers for Kids of Pennsylvania, Inc., and KidsPeace National
Hospital, Inc. Violation of 1.1 times rate covenant requires a
consultant, and violation of a 1.0 times rate covenant is an event
of default.

Interest Rate Derivatives: None.

Strengths

  * Sizable human service provider with geographical
    diversification, with operations in twelve states, including
    Maine, Georgia, Pennsylvania, Indiana, New Jersey and
    Minnesota

  * Following the hold on admissions in the fourth quarter of FY
    2007, KidsPeace changed senior management and has taken
    actions to improve safety, training, and best clinical
    practices.  Census has started to increase with a 3% growth in
    September, 2008

Challenges

  * Continued decline in census, deterioration in operating
    performance following a 41% year over year decline in census
    at two of KidsPeace's residential facilities following a ten-
    week hold on admissions imposed by the Pennsylvania Department
    of Welfare and the closure of a dual diagnosis program in
    March, 2008, following a client incident, resulting in a
    material decline in financial performance beginning in the
    second half of FY 2007 that has continued into the current
    fiscal year.  Although, on a year-to-date basis, the
    organization has accumulated a $3.9 million operating loss
    through the first seven months of FY 2008 all Pennsylvania
    residential programs are now fully licensed by the
    Pennsylvania Department of Welfare and accredited by the Joint
    Commission

  * Potential covenant violations in FY 2008 could potentially
    trigger an event of default, leading to an acceleration of the
    bonds

  * Weakened liquidity measures, with cash levels declining to
    $9.4 million through seven months of FY 2008, down from $13.9
    million at FYE 2007.  Continued operational challenges and
    under funded pension obligations will continue to temper
    liquidity growth.

  * Very high debt burden, with cash-to-debt of 14.2%

  * Despite organizational efforts to reduce dependency on
    Pennsylvania operations, Pennsylvania still represents 31% of
    KidsPeace's total operating revenues. Continued payer
    pressures are present in Georgia and New Jersey

Recent Results/Developments

The downgrade to B3 from B1 is primarily due to the decline in
census, and resultant material decline in financial and liquidity
metrics that began in the fourth quarter of FY 2007 that has
accelerated in the interim FY 2008 period.  Following two record
years of strong financial performance in FY 2005 and FY 2006,
KidsPeace recorded $6.7 million operating income (7.9% margin)
through the first six months of FY 2007, continuing a trend of
strong revenue growth and a shift towards higher reimbursement
rates attributable to higher intensity clients.  

However, the increased acuity resulted in a higher frequency of
prone restraints that led to a ten-week hold on admissions imposed
by the Pennsylvania Department of Welfare in September, 2007.  
KidsPeace recorded a $3.4 million operating income (2.1% margin)
in FY 2007.  Although KidsPeace recorded 9% growth in operating
revenues through the first six months of FY 2007, the hold on
admissions and subsequent decline in census reduced revenue growth
to 4% in FY 2007.  KidsPeace generated $12.7 million of operating
cash flow (7.7% margin) in FY 2007, down from $15.5 million
(9.6% margin) in FY 2006.  Peak annual debt service coverage
declined to 2.2 times in FY 2007, down from 2.7 times in FY 2006,
and debt-to-cash flow increased to 6.6 times, up from 5.2 times.

A client incident In March, 2008 resulted in the closure of
KidsPeace's dual diagnosis program and further suppressed
admissions and financial performance.  Through seven months of FY
2008, revenues have declined 17.8% over prior year period and
expenses have declined 8.8% following a reduction in force.  

KidsPeace has recorded a $3.9 million operating loss through seven
months of FY 2008 (-4.8% margin), down from a $5.9 million income
(6.0% margin) in the prior year period.  Operating cash flow
declined materially to $1.3 million (1.6% margin) through seven
months of FY 2008, down from $11.1 million (11.4% margin) through
seven months of FY 2007.  Despite the decline in census,
management reports that census has increased 3% since the
beginning of September and expects census numbers to continue to
increase during the historically strong census months of the
fourth quarter.

Although Moody's expects census numbers to continue to increase,
Moody's remains concerned that the referral patterns from out of
state may not recover to historical levels or recover in time to
improve financial performance to meet financial covenants.

Following two strong years of financial performance, unrestricted
cash and investments grew to $13.9 million (32 days) at FYE 2007,
up from $7.3 million (17 days) at FYE 2006.  Unrestricted cash has
since declined to $9.4 million through the first seven months of
FY 2008.  Cash-to-debt increased to 21% at FYE 2007, up from 10%
at FYE 2006 but has declined to 14.2% through the first seven
months of FY 2008.

The violation of a financial covenant in FY 2008 increases the
risk of triggering an event of default, potentially leading to an
acceleration of the 1998 and 1999 bonds.  Based on performance
through seven months of FY 2008, KidsPeace is expected to violate
the 1.0 times rate covenant.  While Moody's do not believe that
KidsPeace is in immediate danger of missing a debt payment
($3.3 is in a sinking fund), Moody's believes that if the system
fails to improve financial performance to meet the 1.0 times rate
covenant, the likelihood of filing for bankruptcy protection
increases substantially.

Outlook

What could change the rating-UP

Future upward rating movement will largely depend on a resumption
of historical census patterns, improved financial performance, and
improvements in balance sheet and liquidity

What could change the rating--DOWN

Continued decline in financial performance, violation of a 1.0
times rate covenant, leading to further declines in liquidity.

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for KidsPeace Inc.
  -- First number reflects audit year ended December 31, 2006
  -- Second number reflects audit year ended December 31, 2007
  -- Investment returns normalized at 6% unless otherwise noted

  * Total operating revenues: $160.9 million; 164.6 million
  * Moody's-adjusted net revenue available for debt service:
    $17.2 million; 14.3 million

  * Total debt outstanding: $68.4 million; $66.1 million
  * Maximum annual debt service (MADS): $6.4 million; $6.4 million
  * MADS Coverage with reported investment income: 2.6 times;
    2.2 times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 2.7 times; 2.7 times

  * Debt-to-cash flow: 5.2 times; 6.6 times
  * Days cash on hand: 18 days; 32 days
  * Cash-to-debt: 10%; 21%
  * Operating margin: 4.1%; 2.1%
  * Operating cash flow margin: 9.6%; 7.7%

Rated Debt (debt outstanding as of December 31, 2006)

  -- Series 1998, 1999 ($60.2 million outstanding) rated B3


LAS VEGAS SANDS: $5.25BB Jumbo Loan in Jeopardy Report Says
-----------------------------------------------------------
Euroweek.com reports that the fate of the $5.25 billion jumbo loan
for Venetian Macau Ltd., the casino developer owned by Las Vegas
Sands Corp., was thrown into doubt after Lehman Brothers Holdings,
Inc., filed for bankruptcy.

According to Las Vegas Sands' 10-Q filing on Aug. 11 with the
Securities and Exchange Commission, Las Vegas Sands was in the
process of arranging "up to $5.25 billion of secured financing,
the proceeds from which would be used to refinance the amount
currently outstanding under the Macao credit facility and to
provide incremental borrowings to fund the Four Seasons Macao, the
development of parcels 5 and 6, and to continue funding [] other
Cotai Strip development projects. The Company expects to complete
this refinancing in 2008. Additional financing may be required to
complete the development and construction of parcels 7, 8 and 3."

The Credit Agreement was dated May 25, 2006 and was entered among
VML US FINANCE LLC, as the Borrower; VENETIAN MACAU LIMITED, as
the Company; and Lenders GOLDMAN SACHS CREDIT PARTNERS L.P.,
LEHMAN BROTHERS INC., and CITIGROUP GLOBAL MARKETS, INC., as Co-
Syndication Agents, Joint Lead Arrangers and Joint Bookrunners;
THE BANK OF NOVA SCOTIA, as Administrative Agent; and BANCO
NACIONAL ULTRAMARINO, S.A. and SUMITOMO MITSUI BANKING CORPORATION
as Co-Documentation Agents.

A copy of the Agreement is available for free at:

                http://ResearchArchives.com/t/s?32c1

Lehman Brothers Holdings, Inc., filed for chapter 11 bankruptcy
September 15, 2008 (Bankr. S.D.N.Y. Case No.: 08-13555).  Lehman's
bankruptcy petition listed $639 billion in assets and $613 billion
in debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.   The September 15 Chapter 11 filing does
not include Lehman Brothers, Inc.

Vegas Sands Corp. owns and operates The Venetian Resort Hotel
Casino, and The Palazzo Resort Hotel Casino. With the opening of
The Palazzo, these Las Vegas properties, situated on or near the
Las Vegas Strip, form an integrated resort.  The Company also owns
and operates the Sands Macao, the first Las Vegas-style casino in
Macao, China, pursuant to a 20-year gaming subconcession.  On
August 28, 2007, under the same gaming subconcession as the Sands
Macao, the Company opened The Venetian Macao Resort Hotel, which
anchors the Cotai Stript, a master-planned development of resort
properties in Macao, China.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 24, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on the Las Vegas Sands Corp. family of
companies, including Las Vegas Sands LLC, its Venetian Casino
Resort LLC subsidiary, and affiliate VML U.S. Finance LLC, by one
notch.  The corporate credit rating was lowered to 'B+' from
'BB-'.  The corporate credit and issue-level ratings remain on
CreditWatch with negative implications, where they were initially
placed on July 16, 2008.
     
"The downgrade reflects increased concerns around LVSC's liquidity
position, given current issues in the capital markets, continued
weak performance on the Las Vegas Strip, and the potential for a
significant slowdown of the growth trajectory in Macau, all while
the company seeks a significant amount of capital to fund its
development pipeline," explained Standard & Poor's credit analyst
Ben Bubeck.


LEHMAN BROTHERS: Claims to Trade in SecondMarket Auction Platform
-----------------------------------------------------------------
SecondMarket, the largest marketplace for illiquid assets, said on
Sept. 25 that effective immediately it will begin trading
bankruptcy claims created by the Lehman Brothers Holdings Inc.
Chapter 11 filing. With $639 billion in assets and more than
100,000 creditors, the Lehman Brothers bankruptcy is the largest
in the U.S. to date.

SecondMarket (formerly known as Restricted Stock Partners) opened
to trading of bankruptcy claims in June 2008 when it acquired the
Trade Receivable Exchange, Inc. (T-REX), the largest online
auction platform serving the bankruptcy claims market.

"We purchased T-REX earlier this year in order to accelerate our
expansion into claims trading," CEO Barry E. Silbert said. "These
are unprecedented times in the financial and credit markets. We
expect that bankruptcy claims trading is going to explode,
particularly as a result of the Lehman Brothers Chapter 11
filing."

To address the growth in claims trading, SecondMarket also
announced that John A. McKenna, Jr., a member of SecondMarkets
Board of Directors, will play an active role in managing that
business. Prior to founding SecondMarket, Silbert worked with
McKenna at Houlihan Lokey Howard & Zukin, one of the worlds
leading bankruptcy financial advisors. At Houlihan Lokey, McKenna
served as the Co-Head of the Financial Restructuring Group in the
eastern region. Silbert and McKenna worked on many of the countrys
largest bankruptcy cases, including Enron, U.S. Airways and Delta
Air Lines.

"Bankruptcies often have a ripple effect," according to Mr.
McKenna. "When a major company like Lehman Brothers files for
Chapter 11, the financial condition of its creditors is often
materially affected. By providing them with an opportunity to sell
their claims, instead of waiting for a recovery at the end of the
bankruptcy case, SecondMarket plays an important role in providing
the liquidity needed to restore stability to financial markets and
the economy as a whole."

SecondMarket expects to trade a variety of unsecured claims
resulting from the Lehman Brothers bankruptcy, including
structured product, trade, lease and contract rejection,
employment and other unsecured claims. Lehman Brothers listed
total liabilities of $613 billion in its bankruptcy filing.
Creditors can have access to the SecondMarket online trading
platform and list their claims for sale at no cost.

In addition to bankruptcy claims, SecondMarket trades auction-rate
securities, restricted securities in public companies and other
illiquid assets. SecondMarkets online trading platform has more
than 1,500 members, including global financial institutions, hedge
funds, private equity firms, mutual funds, and other institutional
and accredited investors that collectively manage over
$250 billion in assets available for investment.

                        About SecondMarket

Founded in 2004, New York-based SecondMarket is the world's
largest marketplace for illiquid assets, such as auction-rate
securities, bankruptcy claims and restricted securities in public
companies. SecondMarkets online trading platform has more than
1,500 members, including global financial institutions, hedge
funds, private equity firms, mutual funds, and other institutional
and accredited investors that collectively manage over
$250 billion in assets available for investment. SecondMarket is a
wholly owned division of Green Drake, Inc. (Member FINRA/SIPC).



LUMINENT MORTGAGE: Wants Disclosure Statement Approval by Oct. 10
-----------------------------------------------------------------
Bill Rochelle of Bloomberg News reports that Luminent Mortgage
Capital, Inc., and its debtor-affiliates have filed a proposed
Chapter 11 reorganization plan and a disclosure statement
explaining the Plan with the U.S. Bankruptcy Court for the
District of Maryland.  The plan carries out an agreement reached
with major creditors before the bankruptcy filing.  According to
the report, the Debtors asked the Court for an accelerated
approval of the disclosure statement by Oct. 10, 2008, so there is
no default under the loan and plan agreements.

Mr. Rochelle says the disclosure statement is silent on the actual
or estimated recoveries to general unsecured creditors, which hold
$210 million in claims.

The pre-bankruptcy agreement calls for unsecured creditors
other than Arco Capital Corp. to receive 41% of the stock and
$2.75 million, according to the report.

Secured lender Arco is owed $28.9 million and is slated to receive
51% of the stock under the plan, according to the report.  Arco is
to provide $3.2 million in financing for the reorganization and
$2.8 million after emerging from bankruptcy, according to the
report.

The plan is supported by Arco, WaMu Capital Corp. and the holders
of all of the convertible notes, according to the report.  It
cancels existing common and preferred stock and all subordinated
debt, according to the report.

The Debtors have disclosed in a regulatory filing that on
September 5, 2008, due to the nonpayment of principal and interest
due, an event of default has occured and may be declared under a
Promissory Note agreement dated June 2, 2008.  As a result, if an
event of default is declared, the lender may declare the amount
outstanding of $10.0 million under the agreement to be immediately
due and payable including accrued interest.

Also on September 5, the Debtors entered into a Post-Petition Loan
and Security Agreement with Arco.  On September 10, the Bankruptcy
Court authorized the Debtors to enter into the Facility and  
access $400,000.

The Facility provides for loans of up to $3.2 million to fund
post-petition operations and certain reorganization expenses.  
Loans under the Facility bear an interest rate of LIBOR plus 2%
per annum and the maturity date of the Facility is the earlier
of the effective date of a confirmed plan of reorganization,
January 31, 2009, or the termination of the commitment by Arco to
make loans upon the occurance of an event of default or the
acceleration of the outstanding obligations. The Facility is
subject to additional terms and conditions, including the
adherence to an operating budget, and can be terminated at any
time due to an event of default as specified in the Facility at
which time all loans plus accrued interest would become
immediately due and payable. Repayment of the loan is
collateralized by a security interest in property owned by the
Debtors or certain of their subsidiaries.

                    About Luminent Mortgage

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE) is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies. Under its Residential Mortgage Credit strategy, the
Company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the Company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed September 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Bloomberg News reports that Luminent listed debts of $484,100,000
and assets of $13,400,000 as of July 31, 2008.  Bloomberg adds
that 30 largest unsecured creditors are owed a total of
$221,800,000.  Wells Fargo & Co., indenture trustee for Luminent's
8-1/8% bonds due in 2027, is listed as the largest unsecured
creditor. The principal amount owed under the bonds is
$90,000,000, Bloomberg says.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


MAIN STREET: Fitch Removes Neg. Watch on 'C' Rated Revenue Bonds
----------------------------------------------------------------
Fitch Ratings downgraded Main Street Natural Gas, Inc. gas project
revenue bonds, series 2008A to 'C' from 'CCC'; the Rating Watch
Negative assigned on Sept. 15, 2008, is removed.  This action
takes into account Lehman Brothers Commodity Services failure to
deliver gas and Main Street's exercising of its right to terminate
the Gas Purchase Agreement.

The 'C' rating reflects Fitch's assessment that a default is
imminent. LBCS failed to deliver gas for five consecutive days
beginning Thursday Sept. 18, which constitutes a Persistent
Delivery Default under the GPA granting Main Street the right to
terminate the GPA.  After such notice, LBCS has two days to cure
its failure to deliver.  If not cured, the GPA will be terminated.   
The termination payment date will be Sept. 30.

The termination payment date could be moved forward in the event
that LBCS files for bankruptcy.  An LBCS bankruptcy, together with
Lehman Brother's Holdings Inc's filing for bankruptcy on September
15th, would constitute a termination event and require immediate
payment by LBCS of the termination amount.  It is Fitch's
assessment that regardless of the timing of the termination
payment, bondholders will not be paid in full on the payment date.

Consequently, if the termination amount is not paid by LBCS,
pursuant to the GPA, LBHI shall be notified of the non-payment and
requested to immediately pay the termination payment as required
under the Guaranty.  If this chain of events occurs, it is Fitch's
assessment that the bonds will be in default and bondholders will
become unsecured creditors of LBHI.


MAXTEL COMMS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maxtel Communications LLC
        dba Excel Home Phone
        aka Cabinet Communications
        aka Local Tel Svc
        5959 Westheimer Roadd, Suite 111
        Houston, TX 77057

Bankruptcy Case No.: 08-36060

Type of Business: The debtor is a telecommunications company.

Chapter 11 Petition Date: September 22, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Doug K. Clemons, Esq.
                  The Clemons Law Firm
                  clemonslaw@sbcglobal.net
                  5959 Westheimer Road, Suite 111
                  Houston, TX 77057
                  Tel: (713) 825-1994
                  Fax: (713) 394-5169

Estimated Assets: $500,000 to $1,000,000

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

A list of the Debtor's 19 Largest Unsecured Creditors is available
at http://bankrupt.com/misc/txsb08-36060.pdf


METRO ONE: Names MSCM LLP as Independent Public Accountants
-----------------------------------------------------------
Metro One Development Inc. disclosed in a Securities and Exchange
Commission filing that it has received notice that Danziger
Hochman Partners LLP, its independent registered public
accountants, would be merging with MSCM LLP, with MSCM LLP as the
surviving entity.

Effective Sept. 5, 2008, Metro One's board of directors approved
the engagement of MSCM LLP as Danziger Hochman Partners LLP's
successor to continue as its independent registered public
accountant for the fiscal year ended July 31, 2008.

The reports of Danziger Hochman Partners LLP on the company's
financial statements for either of the fiscal years ended July 31,
2007 or July 31, 2006, did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.

In connection with the audit for the past two fiscal year and
through Sept. 5, 2008, there were no disagreements with Danziger
Hochman Partners LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Danziger Hochman Partners LLP, would have
caused Danziger Hochman Partners LLP to make reference to the
subject matter of the disagreements in connection with its audit
reports on the financial statements.

During fiscal years ended July 31, 2008 and 2007 and through
Sept. 5, 2008, no one on the company's behalf has consulted with
MSCM LLP regarding:

  (i) the application of accounting principles to a specified
      transaction, either completed or proposed; or the type of
      audit opinion that might be rendered on the company's
      financial statements, and neither a written report was
      provided to the company nor oral advice was provided that
      MSCM LLP concluded was an important factor considered by the
      company in reaching a decision as to any accounting,
      auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as
      that term is defined in Item 304(a)(1)(iv) of Regulation
      S-K and the related instructions to Item 304 of Regulation
      S-K) or a reportable event (as that term is defined in Item
      304(a)(1)(v) of Regulation S-K).

The company provided Danziger Hochman Partners LLP with a copy of
this current report on Form 8-K and requested it to furnish a
letter addressed to the United States Securities and Exchange
Commission stating whether or not it agrees with the above
disclosures.

                          About Metro One

Headquartered in Concord, Ontario, Canada, Metro One Development
Inc. (OTC BB: MODI) -- http://www.metro-one.com/-- formerly On    
The Go Healthcare Inc., is a custom builder and property developer
in the greater Toronto area.  The company was a value-added
reseller of computer and computer-related products, including
hardware, peripherals, software and supplies.

                        Going Concern Doubt

Metro One Development Inc. has an accumulated deficit of
$20,738,346 as of April 30, 2008, and incurred a net
loss applicable to common stockholders of $4,678,750 during the
nine months ended April 30, 2008.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.  

At April 30, 2008, the company's consolidated balance sheet showed
$3,787,576 in total assets, $1,519,822 in total liabilities,
$1,000,000 in conditionally redeemable preferred stock, and
$1,267,754 in total stockholders' equity.

Laurus Master Fund Ltd. has notified the company that it is in
default under the Amended and Restated Security Purchase  
Agreement.  In addition, the company's payment obligations under
the Secured Revolving Note issued pursuant to such Amended and
Restated Security Purchase Agreement are currently in default.
The company's Secured Revolving Note with Laurus was the company's
primary source of financing until March 17, 2008.  Without this
source of funding, the company no longer has access to capital to
allow it to develop its operations.  


MIAMI-DADE HOUSING: Moody's Trims Revenue Bonds Rating to 'Ba3'
---------------------------------------------------------------
Moody's has downgraded the rating assigned to the Housing Finance
Authority of Miami-Dade County, Home Ownership Mortgage Revenue
Bonds, Series 2006B-2 to Ba3 from Baa2 and removed bonds from
Watchlist for Possible Downgrade.  In addition, Moody's has also
confirmed the Aaa rating on the series 2006B-1.  The confirmation
of the 2006B-1 bonds apply to the extension of the non-origination
redemption date to June 1, 2009 from October 1, 2008.  The
downgrade and removal from Watchlist for Possible Downgrade of the
2006B-2 bonds is based on a review of the second mortgage loans
securing the 2006B-2 bonds.

Moody's decision to downgrade the rating on the 2006B-2 bonds was
based on the struggling housing market in the Miami-Dade MSA and
the credit characteristics of the second mortgage pools for bonds.  
All of the second mortgages are 0% coupon bonds, with 30 year
terms that will begin to amortize five years after issuance, and
were issued in connection with the issuance of a first mortgages
that were guaranteed by either Fannie Mae, Freddie Mac or GNMA-all
of which have strict underwriting guidelines-and securitized into
Mortgaged Backed Securities.  As a result, the credit
characteristics of the second mortgagees are more similar to Prime
borrowers.

However, the small number of second mortgages that have originated
to date, the fact that many of the mortgages have been originated
within the last two years, the uncertainty around the expected
performance of the second mortgages, and the ongoing housing price
declines in the Miami-Dade area are not compatible with a rating
at the Baa2 level.  Although the mortgage pool supporting the
bonds is experiencing a very low delinquency rate, Moody's could
not rely on default projections that are based on current
experience, given the struggling area's housing market.

For the Series 2006B-1 bonds, Moody's has reviewed various cash
flow scenarios that demonstrate that sufficient funds will be
available to pay debt service and program expenses through the
final maturity date.  As of September 1, 2008, $10,788,294 of
mortgage-backed securities and $2,486,889 of second mortgages have
been purchased by the Trustee.


MPF CORP: Files for Bankruptcy in Texas and Bermuda
---------------------------------------------------
The Board of Directors of MPF Corp. filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of Texas
and provisional liquidation in Bermuda.

According to the board, substantial cost overruns to complete
the MPF 01 Project were identified in June 2008.  Together with
its advisors and the bondholders, the board has been running a
process to sell or refinance the project.  The company's
bondholders will continue to fund the project at present.

A sale and refinancing process have not resulted in any firm
offers from potential buyers and the company has exhausted its
financial resources.

The company stated that the objectives for the filing is to create
a framework to achieve the orderly sale of its assets and protect
the interests of its creditors.  Efforts to sell the project
including the equipment contracts continue, the company noted.

The company listed assets and debts of between $100 million and
$500 million in its filing.  The company, Bloomberg says, owes
$156.5 million to unsecured creditors, including Norsk Tillitsmann
ASA, which is owed $75 million for bond debt; Aker Kvaerner Mh AS,
$21 million for trade debt; and Dragados Offshore SA, $16 million
for trade debt.

The company's consolidated balance sheets at June 30, 2008, showed
total assets of $466.32 million and total debts of $399.52 million
resulting in a $66.80 million stockholders' equity.  Furthermore,
the company reported a $8.57 million net loss on total revenue of
$0.33 million for the quarter ended June 30, 2008, compared with a
$0.76 million net loss on total revenue of $0.30 million for the
same period as year ago.

"[It] has incurred significant operating losses and cash outflows
and has a negative working capital as at June 30, 2008," the
company stated in its website.  "[Its] available cash and cash
equivalents and committed sources of cash are not presently
sufficient to fund expected cash requirements through the next 12
months," the company continued.  Its ability to continue as a
going concern depends upon raising additional financing through
borrowings or equity financing.

A full-text copy of the company's consolidated balance sheets at
June 30, 2008, is available for free at:

               http://ResearchArchives.com/t/s?32cf

Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf-
corp.com/ -- engages in deep water oil and gas exploration.  The
company was established on April 25, 2006.


MPF CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MPF Corp. Ltd.
        Clarendon House
        2 Church Street
        Hamilton HM11
        Bermuda

Bankruptcy Case No.: 08-36086

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MPF Holding US LLC                                 08-36084

Type of Business: The Debtors are into deep water oil and gas
                  exploration.  They were established to build
                  tools to improve oil industries develop
                  oilfields.  MPF Corp. is based in Bermuda
with                   
                  Norwegian and U.S. subsidiaries -- MPF Corp.
                  (Norway) AS in Oslo and MPF Operating Company
                  LLC in Houston, Texas.

                  MPF Corp. shares are traded on the OTC-list in
                  Norway.

                  See: http://www.mpf-corp.com

Chapter 11 Petition Date: September 24, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: D. Bobbitt Noel, Jr., Esq.
                  bnoel@velaw.com
                  Vinson & Elkins LLP
                  1001 Fannin, Suite 2300
                  Houston, TX 77002
                  Tel: (713) 758-2084
                  Fax: (713) 615-5222

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Norsk Tillitsmann ASA          Bond Debt             $75,000,000
Postboks 1470 Vika
0116 Oslo Norway
Tel: +47 22 87 94 00
Fax: +47 22 87 94 10

Aker Kvaerner Mh AS            Trade Debt            $20,970,140
Serviceboks 413
4604 KRISTIANSAND S
Tel: +47 38 05 70 00
Fax: +47 38 05 72 50

Dragados Offshore S.A.         Trade Debt            $15,948,440
Bajo de la Cabezuela      
11510 Puerto Real (Càdiz)
Direccion Postal          
Apartado 2616-1080
Càdiz, Spain
Tel: +34 956 470 700
Fax: +34 956 470 729

Cosco Dalian Shipyard          Trade Debt            $13,200,000
Group Co. Ltd.
80 Zhongyuan Road, Dalian
116113 LIAONING, China
Tel: + 86 411 8712 3640
Fax: + 86 411 8760 1056

Pharmadule Emtunga AB          Trade Debt            $11,795,446
Danvik Center 28
SE-13130
Nacka, Sweden
Tel: +46 8 58 899 800
Fax: +46 8 58 899 888

Keppel Shipyard Limited        Trade Debt            $6,767,976
51 Pioneer Sector 1
628437 Singapore
Tel: +65 686 14141
Fax: + 65 686 17767

Hydril Company LP              Trade Debt            $4,375,266
P.O. Box 73762
Dallas, TX 75397-3762
Tel: (281) 449-2000
Fax: (281) 985-3498

Hamworthy Gas                  Trade Debt            $2,479,721
Solbraaveien 10
NO-1383
Asker, Norway
Tel: +47 815 48500
Fax: +47 815 48510

Parisco AS                     Trade Debt           $2,315,958
Karenslyst Allé 12
PO Box 81          
NO-0212            
Oslo, Norway       
Tel: +23 27 48 90
Fax: +23 27 48 90

KCA Deutag Drilling Limited    Trade Debt             $858,889
Minto Drive
Altens Industrial Estate
Aberdeen AB12 3LW
United Kingdom
Tel: +44 (0) 1224 299 600
Fax: +44 (0) 1224 895 813

Wartsila Norway AS             Trade Debt             $697,249
Ship Power
P.O. Box 252
5420 RUBBESTADNESET
Norway
Tel: +47 53 422 500
Fax: + 47 53 422 501

Fjord Technology AS            Trade Debt             $520,774
P.O. Box 336
1301 SANDVIKA
Trade Debt $520,774.76
Norway
Tel: +47 67 80 71 20
Fax: +47 67 80 71 21

Det Norske Veritas             Trade Debt             $398,016
MSHNO080
1322 HoVIK
Norway
Tel: +47 67 57 99 00
Fax: +47 67 57 99 11

Inocean AS                     Trade Debt             $355,511
Bryggegata 3
NO-0250 OSLO
Norway
Tel: +22 33 11 31
Fax: +22 33 11 32

L.C. Eldridge Sales Co., Inc.  Trade Debt             $332,656
9800 Richmond Ave., Suite 325
Houston, Texas 77042          
Tel: (713) 780-7200
Fax: (713) 780-9324

Mustang Engineering            Trade Debt             $186,253
St. Andrews House, West Street
Woking Surrey                 
United Kingdom, GU21 6EB
Tel: +44 1483 717700
Fax: +44 1483 717701

First Commissioning Service    Trade Debt             $169,121
Centro Comercial Vista Hermosa
11500 Elpuerto de Santa Maria,
Cadiz, Spain
Tel: +34 956 873 900
Fax: +34 956 875 420


CLH Invest AS                  Trade Debt             $60,612
Bamseveien 3B
0774 Oslo Norway
Tel: +47 95 25 58 49

Dong Nam Precision Ind.        Trade Debt             $52,937
Co., Inc.
1593-6 Song Jeong-Dong,
Gang Seo-Gu
Busan, Korea
Tel: +82 52 239 0300
Fax: +82 52 238 7213

Panalpina Inc.                 Trade Debt             $39,783
19409 Kenswick Drive
Humble, Texas 77338
Tel: (281) 446-0600                     


MICHAEL MOLLESTON: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Michael Choate Molleston
        342 West Lake Road
        Hattiesburg, MS 39402

Bankruptcy Case No.: 08-51637

Chapter 11 Petition Date: September 24, 2008

Court: Southern District of Mississippi (Gulfport Div. Office)

Debtor's Counsel: Douglas Scott Draper, Esq.
                  ddraper@hellerdraper.com
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: 504 581-9595
                  Fax: 504-525-3761

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's list of 11 largest unsecured creditors is available
for free at:

                http://researcharchives.com/t/s?32b7


MIRANT CORP: Suspends Program of Returning Cash to Stockholders
---------------------------------------------------------------
Mirant Corp. has suspended its program of returning cash to its
stockholders after purchasing approximately 110 million of its
shares since November 2007 for $3.85 billion.  The company now has
156 million basic shares outstanding, having repurchased
approximately 43% of its basic outstanding shares over the past 11
months.

In November 2007, when Mirant said it would return $4.6 billion of
cash to its owners, it stated that it was sizing the amount based
on four factors:

     -- the outlook for the business,

     -- preserving the company's credit profile,

     -- maintaining adequate liquidity, including for capital
        expenditures, and  

     -- maintaining sufficient working capital.

"We have continued to evaluate those four factors as we have
returned cash," said Edward R. Muller, chairman and chief
executive officer of Mirant.  "Although we continue to be
optimistic about the value of the company and the company has no
liquidity issues, our analysis of those four factors under current
market conditions has led us to conclude that we should suspend
our program of returning cash.  A significant consideration in our
evaluation is that we recently submitted proposals for new
generating plants at our facilities in Northern California in
response to a request for offers from Pacific Gas & Electric.  If
our proposals are accepted, we want to ensure that we have funds
for the required capital expenditures, and for other requirements
of the business, even if turmoil in the credit markets continues
and commodity prices are depressed."

Mirant will continue to evaluate its need for cash using the same
four factors.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
successful restructuring.  When the Debtor filed for protection
from its creditors, it listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.  On March 7, 2007, the Court entered a final decree
closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from Chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

(Mirant Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


MONEYGRAM INTERNATIONAL: Board Approves Deferred Compensation Plan
------------------------------------------------------------------
MoneyGram International, Inc. disclosed in a Securities and
Exchange Commission filing that on Sept. 4, 2008, its Board of
Directors approved a 2005 Deferred Compensation Plan for the
company's directors, as amended and restated effective as of
March 24, 2008.

The Directors Deferred Compensation Plan was amended and restated
to eliminate the annual stock unit retainer and to freeze new
contributions into the Directors Deferred Compensation Plan as of
Dec. 31, 2008.

The Board also approved an amendment to compensation for non-
management directors, upon recommendation by the Human Resources
and Nominating Committee, effective January 1, 2009, by
eliminating the stock unit retainer and providing an annual cash
retainer in the amount of $105,000 paid quarterly in arrears (pro-
rated for any partial quarters of service).

Due to the amendment and restatement of the Directors Deferred
Compensation Plan, no new participants would be added to the
Director Deferred Compensation Plan after March 24, 2008.
Therefore, for the remainder of 2008, the directors who remained
in office after the recapitalization would receive an additional
pro rata amount of the value of the 2008 stock unit retainer
credited in cash quarterly in arrears pursuant to the Directors
Deferred Compensation Plan.  

Any directors appointed after the recapitalization would receive a
pro rata amount of the value of the 2008 stock unit retainer in
cash quarterly in arrears.

                   About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global
payment services company.  The company's major products and
services include global money transfers, money orders and
payment processing solutions for financial institutions and
retail customers.  MoneyGram is a New York Stock Exchange listed
company with approximately 157,000 global money transfer agent
locations in 180 countries and territories.

                          *      *      *

MoneyGram International Inc.'s consolidated balance sheet at
June 30, 2008, showed US$7.78 billion in total assets,
US$7.93 billion in total liabilities, and US$738.5 million in
total mezzanine equity, resulting in a US$885.7 million
shareholders' deficit.

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


MORGAN STANLEY: Moody's Cuts $5MM Class IVA Notes Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded its rating of the notes
issued by Morgan Stanley Managed ACES SPC AB SCDO Series 2007-1:

Class Description: $45,000,000 Class IA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: 8/13/2008
  -- Current Rating: A2

Class Description: EUR7,500,000 Class IC Secured Floating Rate
Notes due 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: 8/13/2008
  -- Current Rating: A2

Class Description: $100,000,000 Class ID Secured Floating Rate
Notes due 2014

  -- Prior Rating: Aa3
  -- Prior Rating Date: 8/13/2008
  -- Current Rating: A2

Class Description: $40,000,000 Class IIIA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa1
  -- Prior Rating Date: 8/13/2008
  -- Current Rating: Baa3

Class Description: $5,000,000 Class IVA Secured Floating Rate
Notes due 2014

  -- Prior Rating: Baa2
  -- Prior Rating Date: 8/13/2008
  -- Current Rating: Ba1

Moody's explained that the transaction, a synthetic CDO, has
exposure to Lehman Brothers Holdings Inc., Fannie Mae, Freddie
Mac, Ambac, and MBIA in its portfolio of reference obligations.
Lehman Brothers Holdings Inc. filed for protection under Chapter
11 of the U.S. Bankruptcy Code on September 15, 2008, Fannie Mae
and Freddie Mac were placed into the conservatorship of the U.S.
Government on September 8, 2008, and Ambac and MBIA, had their
Moody's ratings placed on review for possible downgrade on
September 18, 2008.


MORGAN STANLEY: Fitch Cuts Rating to 'BB-' on Expected Losses
-------------------------------------------------------------
Fitch Ratings downgraded and places on Rating Watch Negative one
class of Morgan Stanley Capital I Inc.'s commercial mortgage pass-
through certificates, series 1998-XL as:

  -- $27.8 million class H to 'BB-' from 'BBB-'

These classes are affirmed by Fitch:

  -- $48.8 million class D at 'AAA';
  -- $46.3 million class E at 'AAA;
  -- $11.7 million class F at 'AAA;
  -- $30 million class G at 'AA';
  -- $13.9 million class J at 'C/DR5'.

Classes A-1, A-2, A-3, B and C have paid in full.

The downgrade is the result of an increase in expected losses from
the Charlestowne Mall (24.8%) in St. Charles Ilinoois, a real
estate owned asset.

As of the September 2008 distribution date, the collateral
consisted of one mortgage loan and the REO asset.  Through payoffs
and amortization, the collateral balance has been reduced 80.7% to
$178.4 million from $925.8 million at issuance.

The Charlestowne Mall transferred to special servicing when it
failed to secure new financing at its anticipated maturity date in
April 2005.  The property is being marketed at this time and has
an interested purchaser.  Fitch anticipates that the net proceeds
from the sale of the property will result in losses to the trust.

The Center America (75.2%) loan is collateralized by a pool of 42
retail assets located in Houston and Dallas, Texas and remains
current.  The portfolio was acquired by an entity related to the
Centro Properties Group.  The loan had an Anticipated Repayment
Date of June 1, 2008 and did not pay off.  Additional interest
continues to be deferred and accrue interest until the borrower
secures refinancing.  The final maturity date is June 1, 2028.

While the weighted average (WA) occupancy in the pool has declined
slightly to 86.4% from 91.7% at issuance, the debt service
coverage ratio at year-end 2007 has risen to 2.40 times compared
to 1.37x at issuance, largely due to an increase in rents.  Since
issuance, NCF has increased 46.7%.

Fitch is monitoring the Center America properties for potential
damages from Hurricane Ike.


MULTIPLAN INC: S&P Affirms 'B+' Ratings; Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit rating on MultiPlan Inc. and revised the outlook to stable
from negative.  At the same time, Standard & Poor's affirmed its
'B+' debt ratings on Multiplan's senior secured credit facilities,
which consist of a $50 million revolving credit facility due 2012,
a $425 million term loan B due 2013, and a $360 million term loan
C due 2013.  The recovery ratings on these senior secured credit
facilities are '3', which indicate a meaningful (50-70%) recovery
in the event of a payment default.
     
S&P also affirmed its 'B-' debt rating on MultiPlan's $225 million
10.38% senior subordinated notes due 2016 and assigned it a
recovery rating of '6', which indicates a negligible (0%-10%)
recovery in the event of a payment default.
      
"The outlook revision to stable from negative is primarily based
on the company's sustained cash flow strength, continued debt
reduction, and successful integration of Preferred Healthcare
Systems Inc.," said Standard & Poor's credit analyst James Sung.  
As of June 30, 2008, MultiPlan's key credit metrics were in line
with expectations, and the PHCS integration was complete from an
IT and customer transition perspective.
     
MultiPlan's ratings are based on strengths such as its established
competitive position, a very good earnings profile underscored by
strong, stable cash flows, and improved scale and diversification
via the PHCS integration.  These strengths are offset by
weaknesses such as its significant debt leverage, a large amount
of goodwill and intangibles on the balance sheet, limited overall
product scope, and some client concentrations.
     
MultiPlan is the largest independent preferred provider
organization in the U.S. It primarily offers network-based cost
management solutions to healthcare payers and providers within the
50 states and the District of Columbia.  The company generates
transaction-based fee income by providing its clients access to
its network of discounted provider contracts, as well as providing
fee-negotiation services.  The company was acquired by The Carlyle
Group in 2006.
     
For 2008, S&P expects MultiPlan to generate full-year revenue of
$350-360 million and adjusted EBITDA of $180-190 million.  S&P
also expects debt to capital of 60-70%, debt to EBITDA of 4-5x,
and EBITDA interest coverage of 2-3x.

S&P could consider a positive outlook over the next 9-12 months if
the company's operating results continue to improve and its key
credit metrics suggest an overall lower risk profile.


NETEFFECT INC: Intel Offers to Buy Firm for $8 Million
------------------------------------------------------
Kirk Ladendorf at American-Statesman reports that NetEffect's CEO
Rick Maule said the company received an $8 million acquisition
offer from Intel Corp.

According to American-Statesman, NetEffect executives said last
week the company filed for reorganization in the U.S. Bankruptcy
Court for the District of Delaware to set up a buyout by Intel or
another potential buyer.  Mr. Maule said Intel insisted that
NetEffect file for bankruptcy reorganization before the deal is
made, American-Statesman relates.

Other buyers can bid for NetEffect until the end of September,
American-Statesman says, citing Mr. Maule.

American-Statesman relates that NetEffect's investors -- including
Austin Ventures, Duchossois Technology Partners, Granite Ventures,
Infinity Capital, Jato-Tech Ventures, TI Ventures and TL Ventures
-- "will be taking a sizable loss" if the Intel deal goes through.  
According to the report, NetEffect raised $47 million in two
investment rounds between 2002 and 2006.

Based in Austin, Texas, NetEffect Inc. is engaged in the Data
Network Solutions business.  The company filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. 08-12008).  Curtis
A. Hehn, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  The U.S. Trustee for Region 3 has not appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed assets of between $500,000 and $1,000,000,
and debts of between $10,000,000 to $50,000,000.


NEXIA HOLDINGS: Sells 30,000 Shares of Series C Preferred Stock
---------------------------------------------------------------
Nexia Holdings Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 8, 2008, it authorized the
delivery to Taylor R. Gourley of 20,000 shares of the
Corporation's series C Preferred Stock.  The issuance represents
compensation for providing or obtaining promotional services for
the benefit of the company.  The transaction was handled as a
private sale exempt from registration under Rule 506 of Regulation
D and the Securities Act of 1933.

On Sept. 9, 2008, the company authorized the delivery to Shauna
Postma of 10,000 shares of the Corporation's Series C Preferred
Stock.  The issuance represents compensation for services provided
to the company as an employee in the accounting department.  The
transaction was handled as a private sale exempt from registration
under Rule 506 of Regulation D and the Securities Act of 1933.

                        About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.

                        Going Concern Doubt

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The company has incurred cumulative losses from operations through
June 30, 2008, of $27,020,252, and has a working capital deficit
of $2,569,857.  The company reported a net loss of $768,333 on
total revenue of $680,439 for the second quarter ended June 30,
2008, compared with a net loss of $868,384 on total revenue of
$739,610 in the same period last year.

The company's consolidated balance sheet at June 30, 2008, showed
$3,910,593 in total assets, $12,111,986 in total liabilities, and
$174,568 in minority interest, resulting in a $8,375,961
stockholders' deficit.  It has defaulted on several of its
liabilities, has closed three retail clothing stores, and has
entered into agreements to sell one of its commercial real estate
properties.


NORTHWEST AIRLINES: Stockholders Approve Delta Air Merger
---------------------------------------------------------
Delta Air Lines (NYSE: DAL) and Northwest Airlines (NYSE: NWA)
stockholders have overwhelmingly approved the pending merger
between the two companies.  Delta stockholders approved the
issuance of 1.25 shares of Delta common stock for each outstanding
share of Northwest stock to be distributed upon closing of the
merger, expected later this year. The proposal was approved by
approximately 99 percent of the votes cast by Delta stockholders.
More than 98 percent of the votes cast by Northwest stockholders
were voted in favor of the merger.

Delta stockholders also approved an amendment to Delta's broad-
based employee compensation program that will allow the company to
distribute equity to U.S.-based employees of the combined company
shortly after the merger closes. This amendment was approved by
approximately 92 percent of the shares of Delta common stock
voting on the proposal.

"We appreciate that stockholders recognize the benefits the Delta-
Northwest merger will offer our company, customers, employees, and
the communities we serve. This is another milestone toward
completing a merger that brings together two unique airlines with
complementary strengths that will offer unmatched global service,"
said Richard Anderson, CEO of Delta.

"Providing both Delta and Northwest employees with the ability to
share in the benefits of the merger from the beginning is a prime
example of the Delta Difference," Mr. Anderson said. "By
distributing equity to our employees we're not only recognizing
the critical role employees will play in successfully integrating
two customer-focused companies, we're also making good on a
longstanding commitment that our employees will share in the
success their hard work makes possible."

Delta in April announced that it is combining with Northwest in an
all-stock transaction to create a premier global airline that will
be unmatched in the scope and level of services it offers
customers. The new company will be called Delta and will be
headquartered in Atlanta. The combined company and its regional
partners will provide customers access to more than 390
destinations in 67 countries. Together, Delta and Northwest will
have more than $35 billion in aggregate annual revenues, operate a
mainline fleet of nearly 800 aircraft, employ approximately 75,000
people worldwide, and have one of the strongest balance sheets in
the industry. The merger is subject to the approval of the U.S.
Department of Justice, which is expected by the end of the year.
Delta and Northwest received unconditional clearance from the
European Commission on the airlines' proposed merger on Aug. 6,
2008.

                Northwest to Guarantee $2.5-Bil.
                 Delta Obligations upon Merger

In a regulatory filing with the Securities and Exchange
Commission dated September 15, 2008, Northwest disclosed that it
entered into a third amendment to its Superpriority Debtor-in-
Possession and Exit Credit and Guarantee Agreement dated as of
August 21, 2006, with Citicorp USA, Inc., as administrative
agent, and other financial institutions.

Pursuant to the DIP Amendment, Northwest will be permitted to
guarantee approximately $2,500,000,000 of obligations of Delta
under certain Delta credit agreements, upon the consummation of
Northwest's Merger Agreement with Delta, dated as of April 14,
2008, Michael L. Miller, vice president for Law and secretary at
Northwest, said.

Additionally, Northwest will agree to make a $300,000,000
prepayment of loans outstanding under the Credit Agreement, Mr.
Miller disclosed.

The Amended DIP Agreement will mature on the earlier of (i) the
final date of consolidation with Delta, and (ii) December 31,
2010.  

A full-text copy of Northwest's DIP Amendment, filed on Form 8K
with the SEC, is available for free at:

http://sec.gov/Archives/edgar/data/1058033/000110465908059270/a08-
3810_1ex99d1.htm

                          About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 25, 2007, the Court confirmed the Debtors'
plan.  That plan became effective on April 30, 2007.  The Court
entered a final decree closing 17 cases on Sept. 26, 2007.    

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--           
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington, represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Scott L. Hazan, Esq., at  
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy  
counsel in the Debtors' chapter 11 cases.  When the Debtors filed
for bankruptcy, they listed $14.4 billion in total assets and
$17.9 billion in total debts.  On Jan. 12, 2007, the Debtors filed
with the Court their chapter 11 plan.  On Feb. 15, 2007, the
Debtors filed an amended plan and disclosure statement.  The Court
approved the adequacy of the Debtors' amended disclosure statement
on March 26, 2007.  On May 21, 2007, the Court confirmed the
Debtors' amended plan.  That amended plan took effect May 31,
2007.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. and subsidiary Northwest Airlines Inc.
(both rated B/Negative/--), including lowering the long-term
corporate credit ratings on both entities to 'B' from 'B+', and
removed the ratings from CreditWatch, where they had been placed
with negative implications April 15, 2008.  The outlook is
negative.      

The downgrade reflects expected losses and reduced or negative
operating cash flow caused by high fuel prices.  S&P also lowered
our ratings on enhanced equipment trust certificates, in some
cases by more than one notch.


OLYMPIC SALES: Olympic Boat Closes Retail Centers in Washington
---------------------------------------------------------------
Dave Gallagher of the Bellingham Herald (Washington) reports that
on Sept. 12, 2008, Olympic Boat Centers closed its retail centers
on Squalicum Harbor in Bellingham and at 5955 Guide Meridian.  The
company's parent, Olympic Sales Inc., filed for Chapter 11
bankruptcy in July and has been closing its retail centers along
the West Coast, said Jim Rick, the former general manager for the
Whatcom County operations.

The closure of the two Olympic Boat Centers in Whatcom County
resulted in the layoffs of about 20 employees, Mr. Rick said.

"The decision to close and liquidate came as a surprise to me, as
did the filing for Chapter 11 (bankruptcy)," Mr. Rick said.  "It's
disappointing.  Over the past 12 years we had some great customers
and I really appreciate their support."

The report adds that Mr. Rick hopes that a new investor comes in
and purchases the Olympic and the Whatcom County facilities.

Olympic Sales Inc. -- http://www.boatnut.com/-- sells bayliner,   
maxum, meridian and trophy boats with 21 west coast locations from
San Diego to British Columbia.  The company and three of its
debtor affiliates filed for Chapter 11 relief on July 17, 2008
(C.D. Calif. 08-15026, 08-15023, 08-15024 and 08-15027).  David L.
Neale, Esq. and Todd M. Arnold, Esq. at Levene Neale Bender Rankin
& Brill, LLP represent the Debtors as counsel.  When Olympic Sales
Inc. filed for protection from its creditors, it listed
Massachusetts Mutal Life Insurance Co. as its largest unsecured
creditor, with claims of $6,139,705.


OPEN ENERGY: Posts $34.9 Million Losses for Year Ended May 31
-------------------------------------------------------------
Open Energy Corporation posted $34.9 million in net losses on
$6.9 million in net revenues for fiscal year ended May 31, 2008,
compared with $39.5 million in net losses on $4.3 million in net
revenues for fiscal year ended May 31, 2007.

The company has incurred losses since its inception totaling
approximately $87,388,000 through May 31, 2008.  The company has
been selling its products at a negative margin to gain market
share and is unsure if or when it will become profitable.

During the year ended May 31, 2008, the company funded its
operations primarily from private sales of equity and debt
securities.  It has no unused sources of liquidity.  Thus,
additional equity or debt financing will need to be raised in the
near future to continue operations and implement the company's
business strategy.  In April 2008, Open Energy entered into a loan
and security agreement with The Quercus Trust pursuant to which
Quercus agreed to loan the company up to $3,500,000 based upon the
availability of specified collateral.

As of May 31, 2008, Open Energy had borrowed $1,550,000 under this
agreement and by June 10, 2008 the remaining $1,950,000 had been
funded.  The loan and security agreement is collateralized by a
general security interest in all of the company's inventory,
specified accounts receivable and the company's cash accounts. If
the company was to default under the terms and conditions of the
loan and security agreement, or if its specified collateral ratios
fall below certain levels, Quercus would have the right to
accelerate the outstanding indebtedness under the loan and
security agreement and foreclose on the collateral. Such a
foreclosure would have a material adverse effect on its business,
liquidity, results of operations and financial position.

At May 31, 2008, Open Energy's balance sheet showed $26.6 million
in total assets, $23.5 million in total liabilities, and
$3.1 million in shareholders' equity.

Solana Beach, Calif.-based Open Energy Corporation (OEGY.OB) --
http://www.openenergycorp.com/-- together with its subsidiaries,    
engages in the development and commercialization of solar energy
products and technologies for power production and water
desalination.  It offers building-integrated photovoltaic roofing
materials for commercial, industrial, and residential markets.

                          Going Concern

As reported in the Troubled Company Reporter on Sept 17, 2007,
San Diego, Calif.-based Squar, Milner, Peterson, Miranda &
Williamson, LLP expressed substantial doubt about Open Energy
Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.


OSKAR HUBER: Seeks Court Okay for Going-Out-of-Business Sale
------------------------------------------------------------
John Anastasi at Courier Times Now relates that Oskar Huber Fine
Furniture Inc. is seeking the permission of the U.S. Bankruptcy
Court for the District of New Jersey to hold a going-out-of-
business sale in October.

Erik Ortiz at The Press of Atlantic City Media Group relates that
the sale, once approved by the Court, could last through the first
quarter of 2009.

Oskar Huber's stores will remain open as the company seeks the
Court's permission to hold the sale, Courier TImes says.

Tyrone Richardson at The Morning Call reports that Oskar Huber
Fine Furniture filed for Chapter 11 protection due to declining
sales.

According to the Philadelphia Inquirer, Oskar Huber said its sales
have been cut nearly in half.  Erik Ortiz at The Press of Atlantic
City Media Group relates that the company, which merged with D&D
Home Furnishings this year, reported a "drastic drop in sales" of
up to 50% from pre-merger levels.  Oskar Huber also had trouble
financing inventory, The Press states.

                        About Oskar Huber

Cherry Hill, New Jersey-based Oskar Huber Fine Furniture Inc.
operates family-owned home-furnishing stores since 1927.  It is
the operator of D&D Home Furnishings.  Oskar Huber merged with
family-owned JD Garber Furniture LP in March.  The combined
business, DD-OH Family Partners LLC, operates nine locations in
the greater Philadelphia and South Jersey area.  The Lehigh Valley
has a D&D Home Furnishings store in Whitehall Township and outlet
in Hanover Township, Lehigh County.

Oskar Huber and its debtor-affiliates filed for Chapter 11
bankruptcy protection separately with the U.S. Bankruptcy Court
for the District of New Jersey (Lead Case No. 08-28136) on Sept.
22, 2008.  Hal L. Baume, Esq., at Fox Rothschild, LLP, represents
the Debtors in their restructuring efforts.  In its petition, the
lead Debtor listed less than $50,000 in estimated assets and less
than $50,000 in estimated debts.

Court documents indicate that Oskar Huber owes its 31 largest
unsecured creditors a total of $6,100,000, which includes $729,504
owed to Sealy Mattress Co. and $308,252 owed to Kohl's Department
Stores.


PCG SUMMIT-LAKELINE: Court Okays Stutman as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted PCG Summit-Lakeline Station, L.P., permission to
employ Stutman, Treister & Glatt Professional Corporation as
special reorganization counsel.

Jeffrey C. Krause, Eric D. Goldberg, Gregory K. Jones at Stuart,
Treister & Glatt will, among other things, advise the Debtor on
matters of bankruptcy law and represent the Debtor in proceedings
and hearings in the Court.

The Debtor assured the Court of the firm's disinterestedness.  
According to the Debtor, the firm and its attorneys do not hold or
represent an interest adverse to the estate and do not have any
connection with the Debtor, its estate, its creditors, and other
pary in interest.

The firm will charge the Debtor these hourly rates:

     Jeffrey C. Krause     $725
     Eric D. Goldberg      $615
     Gregory K. Jones      $450    
     Shareholders          $420-$825
     Associates            $285-390
     Of Counsel            $450-$625
     Paralegals            $200  

                          About PCG Summit

Costa Mesa, California-based PCG Summit-Lakeline Station, L.P. is
a single asset real estate entity.  It filed its chapter 11
petition on Aug. 4, 2008 (Bankr. C.D. Calif. Case No. 08-14588).  
Judge Theodor Albert presides over the case.  Eric D. Goldberg,
Esq., represents the Debtor in its restructuring efforts.  The
Debtor estimated both its assets and debts to be between
$10,000,000 and $50,000,000.  The Debtor's largest unsecured
creditor is Diversified Pacific Opportunity Fund, which is owed
$10,600,000.


PCG SUMMIT-LAKELINE: Files Schedules of Assets & Liabilities
------------------------------------------------------------
PCG Summit-Lakeline Station, L.P., filed with the U.S. Bankruptcy
Court for the Central District of California, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                 Unknown        
  B. Personal Property              $3.18
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $33,555,060.01
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $3,174.69
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $12,805,412
                                  -----------     -----------
     TOTAL                         Unknown     $46,363,646.70

                          About PCG Summit

Costa Mesa, California-based PCG Summit-Lakeline Station, L.P. is
a single asset real estate entity.  It filed its chapter 11
petition on Aug. 4, 2008 (Bankr. C.D. Calif. Case No. 08-14588).  
Judge Theodor Albert presides over the case.  Eric D. Goldberg,
Esq., represents the Debtor in its restructuring efforts.  The
Debtor estimated both its assets and debts to be between
$10,000,000 and $50,000,000.  The Debtor's largest unsecured
creditor is Diversified Pacific Opportunity Fund, which is owed
$10,600,000.


PENN OCTANE: Standard General, et al., Disclose 28.5% Stake
-----------------------------------------------------------
Standard General L.P., Standard General Master Fund L.P., Soohyung
Kim, and Nicholas J. Singer disclose that they may be deemed to
beneficially own 4,444,368 shares of Common Stock in Penn Octane
Corp., which represents 28.85% of 15,406,187 shares issued and
outstanding.

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the company's Brownsville Terminal
Facility.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about Penn Octane's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2005.

Burton McCumber pointed to the company's insufficient cash flow to
pay its obligations when due, inability to obtain additional
financing because substantially all of the company's assets are
pledged or committed to be pledged as collateral on existing debt,
existing credit facility may be insufficient to finance its
liquefied petroleum gas and Fuel Sales Business, and working
capital deficiency.

Penn Octane posted $1,436,000 in net loss on revenues of
$17,019,000 for the quarter ended June 30, 2008, compared to
$289,000 in net loss on $32,981,000 in revenues for the same
period last year.  At June 30, 2008, the company has $54,832,000
in total assets; $50,826,000 in total liabilities and minority
interest, including $39,664,000 in current liabilities; and
$4,006,000 in stockholders' equity.

Penn Octane disclosed in an August regulatory filing with the
Securities and Exchange Commission, that as of June 30, 2008, its
Rio Vista Energy Partners, L.P. unit was not in compliance with
all the covenants under Rio Vista's TCW Credit Facility although
no notice of default has been given to Rio Vista.  Rio Vista and
TCW are currently negotiating an amendment to the TCW Credit
Facility which would, among other things, allow Rio Vista to
regain compliance.  As a result of the non-compliance, the Company
has classified the TCW Credit Facility as a current liability as
required by general accepted accounting principles.

The TCW Credit Facility is a $30,000,000 senior secured credit
facility available to Rio Vista Penn LLC with a maturity date of
August 29, 2010. The TCW Credit Facility is secured by a first
lien on all of the company's oil and natural gas producing
properties and related assets in the state of Oklahoma, and
associated production proceeds.  The interest rate is 10.5%,
increasing to 12.5% if there is an event of default.  Payments
under the TCW Credit Facility are interest-only until December 29,
2008.  The TCW Credit Facility carries no prepayment penalty. Rio
Vista ECO LLC (an indirect, wholly-owned subsidiary of Rio Vista
and the direct parent of Rio Vista Penny and Rio Vista GO), Rio
Vista GO, GO and MV have each agreed to guarantee payment of the
Notes payable to the lenders under the TCW Credit Facility.

In a letter accompanying the company's financial report, Burton
McCumber said conditions continue to exist which raise substantial
doubt about the company's ability to continue as a going concern.


PEOPLES COMMUNITY: To Sell Assets to CenterBank & CBSEF
-------------------------------------------------------
Peoples Community Bancorp, Inc. disclosed in a Securities and
Exchange Commission filing that it and its wholly owned
subsidiary, Peoples Community Bank, entered into a Purchase and
Assumption Agreement with CenterBank and The Community Bank
Strategic Equity Fund, LLC.  The Agreement provides for the
purchase of a substantial portion of the company's assets, as well
as the assumption of all of the company's deposits and certain
other liabilities by the Buyer.  

The Agreement also provides for the assumption of all of the
liabilities with respect to the company's trust preferred
obligations by a savings and loan holding company to be organized
by the Buyer, CBSEF and other investors, who will become a party
to the Agreement when formed.   

The Agreement provides that the Buyer will pay a 5.5% premium on
the deposits of the company, excluding brokered deposits, deposits
of government units and other public entities, secured investor
custodial accounts, and certificates of deposit that are subject
to a repurchase agreement or otherwise secured by collateral.  the
company's other assets to be sold in the transaction, at net book
value, include real and personal property, cash, investment
securities, certain commercial, residential and consumer loans,
and certain other assets.

As part of the proposed transaction, the company will retain
certain assets, including loans greater than 60 consecutive days
past due as of the closing date of the transaction or that become
classified, as specified in the Agreement, between March 31, 2008,
and the closing date, and certain liabilities.  In addition, the
Agreement provides that if at any time between the closing date
and the second anniversary of the closing date, any consumer loans
specified in the Agreement become more than 60 consecutive days
past due or become subject to regulatory downgrade, the company
may be required to repurchase the past-due or downgraded loans
from the Buyer.  

The parties agreed to maintain an escrow account to secure the
company's Repurchase Obligation until the second anniversary of
the closing date.  The escrow account will be funded by the
company at the closing of the proposed transaction with $2.0
million in cash and a pledge of certain loans that the company
will continue to hold after the closing, which pledge shall
continue until the amount in the escrow account reaches $5.0
million as a result of the loan payments received on such pledged
loans.

The purchase price of the assets and the deposits being sold by
the company, which will be calculated as of the close of business
on the closing date, will be offset against the amount owed by the
company to the Buyer for assuming the company's liabilities
pursuant to the Agreement.  It is currently anticipated that the
aggregate balance of the company's liabilities will exceed the
estimated purchase price.  To the extent the company does not have
sufficient funds available at the time of the closing, the company
and the company have contingency plans, which may include selling
certain loans that will not be purchased by the Buyer or obtaining
a third-party loan, to be secured by the unsold loans, for the
difference.

In connection with the consummation of the proposed transaction,
the Buyer and the company will enter into a participation
agreement pursuant to which the Buyer will buy a 50% participation
interest in certain commercial loans to be retained by the company
upon consummation of the transaction.  The Buyer's participation
interest will be senior in right to payment under the loans until
the Buyer's participation interest is paid in full.  In addition,
the Buyer and the company will enter into a servicing agreement
pursuant to which the Buyer, at the company's request, will
service the loans retained by the company in the transaction,
including any loans subject to the Participation Agreement, and
any consumer loans that the company repurchases from the Buyer as
result of the company's Repurchase Obligation described above, for
a period of up to two years after the closing date.

Completion of the proposed transaction is subject to the approval
of the Office of Thrift Supervision and other regulatory
authorities.  In order to complete the transaction and as part of
the required regulatory approvals, the Regulatory Authorities will
need to authorize and approve the reorganization of the Buyer
following the completion of the various steps.  Prior to the
purchase of the assets and assumption of the liabilities of the
company by the Buyer, the Buyer, CBSEF and other investors will
organize Buyer Parent and the Buyer will convert from an Ohio-
chartered bank to a federal savings association.  The current
stockholders of the Buyer will exchange their stock in the Buyer
for stock in Buyer Parent, pursuant to a stock exchange agreement
to be entered into, and Buyer Parent will acquire all of the
equity interests of the Buyer thereby becoming its sole
stockholder.

The proposed transaction as structured also requires the approval
of the company's stockholders and the satisfaction of closing
conditions. The conditions required to complete the transaction
include, that within 30 days of the date of the Agreement, unless
this period is extended for an additional 15 days pursuant to the
Agreement, the Buyer and CBSEF must deliver to the company and the
company must deliver to the Buyer reasonably satisfactory evidence
that they will be able to perform their respective obligations
under the Agreement.

For the Buyer and CBSEF, this includes possessing the requisite
capital and committed financial capability to consummate the
reorganization of the Buyer, and to purchase the company's assets
and assume the company's liabilities.  For the company, this means
the ability to pay the cash amount due to the Buyer and Buyer
Parent at closing for the difference between the company's
liabilities and the estimated purchase price.

In addition, there may not be a material adverse change in the
business or condition, financial or otherwise, of the company. A
material adverse change of the company, may include, without
limitation, a decline in the company's deposits (excluding
brokered deposits, deposits of government units and other public
entities, secured investor custodial accounts, and certificates of
deposit that are subject to a repurchase agreement or otherwise
secured by collateral) by more than 10% from the aggregate amount
of deposits as of the date of the Agreement.

The transaction contemplated by the Agreement is expected to close
during the fourth quarter of 2008, subject to the satisfaction of
the required closing conditions as set forth in the Agreement.

Upon consummation of the transaction and the assumption of the
company's deposits by the Buyer, the company will no longer be
accepting deposits and will cease normal banking operations.  
Until the closing, the company will continue its operations in the
normal course and all of its deposits will continue to be insured
to the fullest extent provided by law.  the company continues to
exceed all applicable regulatory capital requirements and
continues to be well capitalized under the regulatory framework
for prompt corrective action.

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the    
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
Cincinnati-based BKD, LLP, expressed substantial doubt about
Peoples Community Bancorp 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 report of the company's independent registered public
accounting firm contained an explanatory paragraph as to the
company's ability to continue as a going concern primarily due to
the company's current lack of liquidity to repay its $17.5 million
obligation under an outstanding line of credit due June 30, 2008.

On April 2, 2008, the company and Peoples Community Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision (OTS).  The Orders prohibit Peoples
Community Bank from paying cash dividends to the company without
the prior consent of the OTS and the company will only be able to
rely upon existing cash and cash equivalents as sources of its
liquidity.  

Without the ability to rely on dividends from Peoples Community
Bank, the company will require funds from other capital sources to
meet its obligations such as restructuring the current line of
credit or replacing the current line of credit.  

The company was not in compliance with one of the loan covenants
at Dec. 31, 2007, and at March 31, 2008, and the lender has the
ability to accelerate all outstanding amounts upon notice and the
passage of 30 days.  The company said it is currently negotiating
resolution of these issues with the current lender and other
parties.


PHOENIX DEMOLOTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Phoenix Demolition Company and Salvage, Inc.
        1912 N. Rosemont
        Mesa, AZ 85205

Bankruptcy Case No.: 08-11891

Type of Business: The Debtor provides demolition services.

Chapter 11 Petition Date: September 8, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Thomas G. Luikens, Esq.
                  Thomas.Luikens@azbar.org
                  Ayers & Brown, P.C.
                  4227 N. 32nd ST., 1st Floor
                  Phoenix, AZ 85018-4757
                  Tel: (602) 468-5700

Total Assets: $1,044,625

Total Debts: $1,837,843

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

             http://bankrupt.com/misc/azb08-11891.pdf


PILGRIM'S PRIDE: Stops Trading on NYSE After Shares Drop 38%
------------------------------------------------------------
Choy Leng Yeong at Bloomberg News reports that trading in
Pilgrim's Pride Corp. shares were halted on the New York Stock
Exchange on Wednesday after the stock dropped 38%.

Emily Fredrix at The Associated Press relates that the shares fell
$3.90, or 38%, "to $6.36 by the time trading was halted on volume
of nearly 13.2 million shares, compared to normal volume of nearly
2.2 million."  According to Lauren Etter at The Wall Street
Journal, trading of the stock halted at $6.36 per share, "after
dipping to a 52-week intraday low of $6.06, compared with its 52-
week intraday high of $35.98."  Carl Gutierrez at Forbes states
that investors kept running fast from Pilgrim's Pride on Thursday,
sending its share price plummeting 39.9%, or $2.54, to $3.82, in
morning trading.  The stock drop was prompted by investor concerns
that the U.S. financial crisis would limit the company's access to
credit, Reuters relates.

Pilgrim's Pride said in a statement that, based on preliminary
results, it notified its lenders that it expects to report a
significant loss in the fiscal fourth quarter ending Sept. 27,
2008.  The company attributed the anticipated loss to high feed-
ingredient costs, continued weak pricing, and demand for breast
meat, and the significant negative impact of hedged grain
positions during the quarter.

Bloomberg relates that Pilgrim's Pride posted a $52.8 million loss
in the three months through June 28, 2008, as corn and soybean
prices increased the costs of raising poultry.  According to
Bloomberg, the loss was the company's third in a row.  Pilgrim's
Pride has cut weekly processing capacity by 5% to stem losses,
Bloomberg states.

As a result of the expected loss, Pilgrim's Pride released a
statement, telling its lenders that it does not expect to be in
compliance with its fixed-charge coverage ratio covenant under its
principal credit facilities as of the fiscal year ending Sept. 27,
2008, but it expects to be in compliance with all other covenants
as of the end of the 2008 fiscal year.

Bloomberg states that Pilgrim's Pride took on debt and surpassed
its rival, Tyson Foods Inc., in terms of production when it
purchased Gold Kist Inc. in Atlanta for $1.1 billion in January
2007.  The company's long-term debt, according to a filing with
the U.S. Securities and Exchage Commission, was $1.52 billion as
of June 28, 2008.  The filing says that Pilgrim's Pride has a
market value of $471 million and had $341.4 million available to
borrow from various credit lines as of July 29, 2008.  Bloomberg
says that Pilgrim's Pride must keep various measures of
creditworthiness above set levels to avoid violating its credit
agreements.  Pilgrim's Pride said in its SEC filing that in April,
the covenants were adjusted to levels  that the company "can
comply with in the near-term despite the current economic issues
facing the chicken industry."

Pilgrim's Pride said in a statement that it believes it has
reached an understanding with the agents under its credit
facilities to temporarily waive the fixed-charge coverage ratio
covenant through Oct. 28, 2008, and to provide continued liquidity
under these facilities during this same period.  The temporary
waiver will be subject to the negotiation of a definitive written
agreement with the lenders, and there can be no assurance that
this negotiation will result in a waiver acceptable to Pilgrim's
Pride and its lenders.  Failure to obtain a waiver or amendment of
this covenant may preclude the company from drawing funds under
these facilities and permit the lenders to declare an event of
default, either of which would have a material adverse effect on
the company.

"The stock decline is based on concerns they're going to trigger
some of their debt covenants, and they may have difficulty getting
waivers in this credit environment," Bloomberg quoted BB&T Capital
Markets analyst Heather Jones as saying.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2008,
Moody's Investors Service placed under review for possible
downgrade the ratings of Pilgrim's Pride Corporation, including
the company's B1 corporate family rating and probability of
default rating.  LGD assessments are also subject to adjustment.  
The review action is based on Moody's concern that profitability
could erode more severely in fiscal 2008 than previously
contemplated based on volatile and still high grain costs and
uncertainty about the extent to which domestic chicken market
prices rise to offset input costs.

As reported in the Troubled Company Reporter on June 24, 2008,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating Pilgrim's Pride Corp. on CreditWatch with negative
implications.


PINNACLE HEIGHTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Pinnacle Heights Apartments, LLC
        2900 Baby Ruth Lane
        Antioch, TN 37013

Bankruptcy Case No.: 08-08697

Type of Business: The Debtor owns apartment buildings.

Chapter 11 Petition Date: September 24, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Elliott Warner Jones, Esq.
                  ejones@dsattorneys.com
                  Drescher & Sharp PC
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

PRB ENERGY: Wants to Sell Pipeline Assets and Furniture to Wytex
----------------------------------------------------------------
PRB Energy Inc. and its wholly owned subsidiary PRB Gathering Inc.
ask the U.S. Bankruptcy Court for the District of Colorado for
approval of:

  a) the sale of pipeline assets in Campbell County, Wyoming,
     collectively the "Antelope Valley Assets," for approximately
     $97,000 cash and Miscellaneous Furniture for $3,000 to Wytex
     Ventures LLC and Northeast Enegy Energy, Management Inc.

  b) the sale of the Assets to Buyers or other entity submitting a
     higher or otherwise better bid, free and clear of all liens,
     claims, encumbrances and other interests; and

  b) assignment or assumption of certain contracts associated with
     the Antelope Valley Assets, specifically:

      i) Interconnect Facilities Agreement as amended between
         Thunder Creek Gas Services, LLC and PRB Energy as  
         successor to Bear Paw Energy, LLC dated March 17, 2000;

     ii) Interconnect Agreement between Fort Union Gas Gathering,
         LLC and PRB Energy as successor to Bear Paw Energy, Inc.
         dated Oct. 18, 1999.

PRB Gathering is the owner of the Antelope Valley Assets.  PRB
Energy is the owner of certain miscellaneous office furniture
located at "Any Time Storage" in Gillete, Wyoming.

West Coast Opportunity Fund LLC asserts that it holds a first
security interest in all of the assets of PRB Energy and liens of
various priorities on most if not all of the assets of PRB
Gathering.  Debtors believe that by way of a UCC-1 Financing
Statement delivered by PRB Gathering and filed on Dec. 28, 2006,
West Coast may have a perfected security interest in the Antelope
Valley Assets.  Debtors believe that by way of a UCC-1 Financing
Statement delivered by PRB Energy and filed on Dec. 28, 2006, West
Coast may have a perfected lien claim against the furniture
assets.

PRB Funding, LLC, whose principals are members of the Board of the
Debtors, also holds a lien on all of the Assets of PRB Energy (and
PRB Oil and Gas, Inc.).  As a result of a $275,000 post-petition
which it provided to PRB Energy (and PRB oil and Gas), PRB Funding  
asserts a security interest in the furniture assets.  PRB Funding
does not have any security interest in the Antelope Valley Assets.

The Debtors have requested that the Court set a hearing date in
November, prior to Nov. 17, 2008, to consider this request.

The Agreement contemplates closing to occur on Oct. 1, 2008.

Competitive bidders are invited to submit better and higher offers
to purchase the Assets.  Bids must be in writing and received by
the Debtors no later than 12:00 p.m. noon, Prevailing Mountain
Time, Oct. 17, 2008.

                         About PRB Energy

Headquartered in Denver, PRB Energy Inc. fka PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates
as independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  The Debtor conducts
business activities in Wyoming, Colorado and Nebraska.  The Debtor
filed for chapter 11 protection on March 5, 2008 (Bankr. D. Co.
Case No. 08-12658) together with two affiliates, PRB Oil & Gas
Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-12663).  

Faegre & Benson LLP, Happensall & Savage LLC, Donald D. Allen,
Esq., Edward M. Hepenstall, Esq., James T. Markus, Esq., Jennifer
M. Salisbury, Esq., and John F. Young, at Block, Markus & Williams
LLC represent the Debtors in their restructuring efforts.  Daniel
J. Garfield, Esq. and Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, P.C. represent the Debtors in their restructuring
efforts.  The Debtor listed assets of between $50 million and
$100 million and liabilities of between $10 million and
$50 million.


PRESERVE LLC: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Preserve, LLC
        7006 Magnolia Ave., PMB No. 309
        Riverside, CA 92506

Bankruptcy Case No.: 08-23006

Chapter 11 Petition Date: September 25, 2008

Court: Central District Of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  jbroker@brokerlaw.biz
                  Broker & Associates Professional Corporation
                  18191 Von Karman Ave., Suite 470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rox Consulting                 engineering services  $156,250
575 Anton, Suite 820           
Costa Mesa, CA 92626           
Tel: (949) 502-8100            

Bandari, Beach, et al.         accounting services   $52,946
12424 Wilshire Blvd., Ste. 750
Los Angeles, CA 90025
Tel: (310) 447-1234

DPFG                           consulting services   $13,573
27127 Calle Arroyo, Ste. 1920
San Juan Capistrano, CA 92675
TelL (949) 388-9269

Amir Raza                      legal services        $13,212

Palmeiri Tyler, et al.         legal services        $7,415

Applied Planning               planning services     $5,160

Gresham Savage, et al.         legal services        unknown
                       

PROSYS-TEC COMPUTERS: Files Creditors Protection under BIA
----------------------------------------------------------
Prosys-Tech Corporation discloses that the management of Prosys-
Tec Computers Inc. has filed a Notice of Intention pursuant to
Chapter 50.4 of the Bankruptcy and Insolvency Act, dated
Sept. 24, 2008. This decision is part of the restructuring
process to abandon the white box assembly business after the
deterioration of its financial position and market circumstances
in which the Subsidiary operates.

The Subsidiary will continue to operate under the Bankruptcy and
Insolvency Act protection.  The Subsidiary is not bankrupt.
Rights and remedies of creditors against the Subsidiary,
including rights and remedies of unpaid suppliers, are stayed
for an initial 30 day period.  This stay period may be further
extended with leave of the Court and in accordance with the
Bankruptcy and Insolvency Act.

All alternatives are under study in order to obtain the maximum
value for its assets for its sole shareholder, the company.
Moreover, the Subsidiary has negotiated and has made contractual
arrangements with its main creditors in order to ensure that the
abandonment of the white box assembly business takes place in the
best interest of creditors and of the sole shareholder.

                   About Prosys-Tec Computers Inc.

Prosys-Tec Computers Inc. is a subsidiary of Prosys-Tech
Corporation (TSX VENTURE: POZ) -- http://www.cdmsfirst.com/and  
http://www.peakpositioning.com/-- is a distributor of  
information technology products having offices in Montreal,
Quebec and Ottawa.  


QUAD J INC: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Quad J, Inc.
        dba Columbia Lanes
        211 South Park Avenue
        Columbia, MS 39429

Bankruptcy Case No.: 08-51537

Chapter 11 Petition Date: September 8, 2008

Court: Southern District of Mississippi (Gulfport Divisional         
       Office)

Judge: Edward Gaines

Debtor's Counsel: William J. Little, Jr., Esq.
                  littlewj@bellsouth.net
                  Lentz & Little, P.A.
                  PO Box 927
                  Gulfport, MS 39502
                  Tel: (228) 8867-6050
                  Fax: (228) 867-6077

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

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

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

             http://bankrupt.com/misc/mssb08-51537.pdf


RENFRO CORP: Weak Performance Cues S&P to Change Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Renfro
Corp. to negative from stable.  At the same time, S&P affirmed all
ratings on the company, including the 'B' long-term corporate
credit rating.  The Mount Airy, North Carolina-based sock
manufacturer had about $169 million of balance sheet debt as of
July 26, 2008.
     
The outlook revision reflects S&P's concerns about Renfro's
weaker-than-expected operating performance and tight covenant
cushion levels for the quarter-ended July 26, 2008.  While net
sales increased slightly and volumes were flat, EBITDA declined
about 12% due to higher raw material costs, a less-favorable
product mix, and overall weaker sales trends to retailers.  Credit
protection measures for the quarter ended July 26, 2008 were
weaker than expected.
     
The ratings on Renfro reflect the company's participation in the
highly competitive apparel manufacturing industry, its narrow
product portfolio, customer concentration, and highly leveraged
financial profile.  Renfro benefits from the strength of its well-
known Fruit of the Loom brand, which makes up a significant
portion of the company's revenues.  Although Renfro does not own
the brand, it does have a long-term license to sell Fruit of the
Loom socks until 2026.  Standard & Poor's assigns a high degree of
business risk to the apparel manufacturing industry, because of
intense competition, low barriers to entry, and the commodity-like
nature of certain apparel items, such as socks.
     
The outlook on Renfro is negative.  "We are concerned about the
company's ability to restore and maintain sufficient cushion on
its leverage covenant and to improve its operating performance
amid rising raw material costs and the current weak economy," said
Standard & Poor's credit analyst Bea Chiem.  "We could lower the
ratings in the near term if Renfro continues to experience weak
operating trends, resulting in continued tight covenant cushion
levels," she continued.


RETAIL PRO: Settles Case with Securities and Exchange Commission
----------------------------------------------------------------
Retail Pro Inc. disclosed that it settled an action filed in the
United States District Court for the Southern District of
California entitled "Securities and Exchange Commission v. Retail
Pro Inc., fka Island Pacific Inc. et al."

The company settled the Lawsuit by consenting to entry of a
permanent injunction in the United States District Court for the
Southern District of California against future violations of the
anti-fraud, reporting, record-keeping, and internal control
provisions of the Securities Exchange Act of 1934.  The company
entered into the Settlement without admitting or denying the
allegations, and was not required to pay any civil penalty, fine,
or monetary damages as part of the Settlement.

The Settlement resolves the SEC investigation into the company's
financial condition, results of operations, accounting policies
and procedures, internal controls, and internal revenue
recognition investigation relating to the timing of revenue
recognition for certain transactions during the fiscal years ended
March 31, 2003, 2004 and 2005.

Headquartered in La Jolla, California, Retail Pro, Inc. (OTC:
IPIN.PK) -- http://www.retailpro.com/--provides Point of Sale,     
Store Operations, Merchandising, Planning, Business Intelligence,
and Payment Processing software applications for the specialty
retail industry.

Retail Pro(R) is delivered through a world-wide network of channel
partners.  The company maintains offices in the United States,
United Kingdom, Australia, Mexico, Italy, Poland and China.

                       Going Concern Doubt

Goldman & Parks LLP, in Encino, California, expressed substantial
doubt about Island Pacific Inc. nka. Retail Pro Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations and has an accumulated
deficit of $81,979,000 as of March 31, 2007.


ROCKWOOD SPECIALTIES: Fitch Holds 'B' IDR on Solid Performance
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings on Rockwood Specialties Group, Inc. as:

  -- IDR at 'B'
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior Secured Term Loans at 'BB/RR1';
  -- Senior subordinated notes at 'B/RR4'.

The Rating Outlook is Stable.

The ratings reflect solid performance and the potential for modest
earnings growth over the next 12-to-18 months.  Fitch expects cash
generation after capital expenditures to comfortably service debt
over that period.  Financial leverage is high and expected to
remain so over the near term under the assumption that Rockwood
will preserve cash in this credit constrained environment.  
Liquidity is quite strong with cash on hand at June 30 of
$337 million and $225.3 million available under the company's
$250 million revolver expiring July 30, 2010.

At June 30, 2008 total debt was $2,639 million and 4.3 times LTM
operating EBITDA of $620 million.  Following the completion of the
formation of the joint-venture with Kemira Oyj and related
EUR250 million borrowing which will be consolidated under Rockwood
Specialties, debt becomes about $3 billion and leverage could
increase to about 4.5 times.  As of Dec. 31, 2007, scheduled debt
amortization was quite modest with $107.4 million due in 2008,
$74.2 million due in 2009 and $79.2 million due in 2010.  In 2012
some $1.4 billion in term loans is scheduled to mature and Fitch
expects some portion to be refinanced prior to the expiry of the
revolver.

Rockwood reported that it complied with the leverage ratio
covenant limit of less than 4.75:1, with a ratio of 3.75:1 and the
interest coverage limit of at least 1.95:1 with a ratio of 4.12:1.  
The leverage ratio covenant tightens gradually to a maximum of
4.25:1 and the interest coverage covenant steps up to 2:1 after
Jan. 1, 2009.

The Stable Outlook reflects Fitch's expectations that current
operations should allow for modest debt reduction over the medium
term and that acquisitions will be financed by cash on hand or new
equity.

Products consist primarily of inorganic chemicals and solutions
and engineered materials.  They are often customized to meet the
complex needs of the customers and to enhance the value and
performance of their end products by improving performance,
providing essential product attributes, lowering costs or making
them more environmentally friendly.  Rockwood generally competes
in niche markets in a wide range of end-use markets, including
construction, life sciences, electronics and telecommunications,
metal treatment and general industrial and consumer products
markets.  Rockwood generated operating EBITDA of $620 million on
$3.3 billion in revenues for the LTM ending June 30, 2008.


ROUNDY'S SUPERMARKETS: Moody's Cuts $125MM Credit Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Services affirmed the corporate family rating of
Roundy's Supermarkets Inc. at B2 and its probability of default
rating at B3.  Moody's also downgraded the ratings on Roundy's
$125 million senior secured revolving credit, and its $800 million
senior secured term loan to B1 from Ba3.  The downgrade of the
bank facility ratings to B1 reflects a reduction in the proportion
in the company's capital structure comprised of unsecured
liabilities as well as Moody's reconsideration of some non-debt
liabilities in accordance with Moody's Loss Given Default
Methodology.  The outlook on all ratings remains negative.

These ratings were affirmed:

  -- Corporate family rating at B2
  -- Probability of default rating at B3

These ratings were downgraded:

  -- $125 million senior secured revolving credit to B1
     (LGD3, 30%) from Ba3 (LGD 2, 18%)

  -- $800 million senior secured term loan to B1 (LGD3, 30%) from
     Ba3 (LGD2, 18%)

The B2 corporate family rating reflects Roundy's weak credit
metrics, its small size relative to the overall supermarket
universe, its geographic concentration, and its continuing
negative comparable store sales.  The rating also recognizes
Roundy's position as the leading supermarket operator in
Wisconsin, the company's private label and commissary growth, the
long term stability of management, and the improving operating
margins.

The negative outlook reflects Moody's concern that Roundy's
liquidity position may become constrained due to limited headroom
within its bank financial covenants, as well as the fact that the
covenants tighten in the first quarter of 2009.

Roundy's Supermarkets, Inc., headquartered in Milwaukee,
Wisconsin, operates 152 retail grocery stores primarily under the
Pick 'n Save, Copps, and Rainbow banners.  Sales for the last
twelve months ended in June, 2008 were approximately $3.8 billion.  
The company is 89% owned by Willis Stein Funds.


SALAS AUTOMOTIVE: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Salas Automotive Group, Inc.
        dba Poway Chevrolet
        Poway Chevrolet
        13742 Poway Road
        Poway, CA 92064
        Tel: (858) 748-9600

Bankruptcy Case No.: 08-09311

Type of Business: The Debtor sells automobiles.

Chapter 11 Petition Date: September 23, 2008

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Michael S. Kogan, Esq.
                  mkogan@ecjlaw.com
                  Ervin Cohen & Jessup, LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212
                  Tel: (310) 273-6333
                  http://www.ecjlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

           http://bankrupt.com/misc/califsb08-09311.pdf


SHERIDAN HOMES: Court Dimisses Chapter 11 Case
----------------------------------------------
Sarah Yaussi at Big Builder News reports that the Hon. Brenda T.
Rhoades of the U.S. Bankruptcy Court for the Eastern District of
of Texas has dismissed Sheridan Homes of Texas' Chapter 11 case.

Andrea Jares at Star-Telegram.com relates that Sheridan Homes
filed for Chapter 11 protection on Aug. 4, 2008 (Bankr. E.D. Tex.
Case No. 08-42099).  It listed assets below $60,000 and debts
below $60,000 when it filed for bankruptcy.

Star-Telegram.com states that Sheridan Homes was building five
houses in Grand Prairie and Waxahachie that had already been sold.  
"Because of [Sheridan's] precarious financial position, the
[company] was unable to fund the completion of the homes and
deliver them to the buyers," the company said in court documents.  
According to the report, Sheridan Homes has 34 properties in in
Mansfield, south Arlington, Azle, Fort Worth, and Grand Prairie,
which are set for foreclosure in an auction scheduled on Oct. 7.  

According to Big Builder News, Sheridan Homes is already back in
business.  The report says that Eric Liepins, Esq., the attorney
for Sheridan Homes, said that his client was able to work out a
deal with creditors that let the company continue operating
outside of bankruptcy.  "They're trying to not go through
bankruptcy.  They're kind of in a holding pattern," the report
quoted Mr. Liepins as saying.  Mr. Liepins, according to the
report, said that Sheridan Homes could re-file for bankruptcy if
necessary.

Big Builder News relates that Sheridan Homes has to generate
enough cash to pay its workers and keep its banks at bay.  

                      About Sheridan Homes                      

Plano, Texas-based Sheridan Homes of Texas builds homes.  Sheridan
Homes builds in the Dallas and Fort Worth areas.  Its houses are
generally priced from $100,000 to $200,000.  The Debtor filed for
bankruptcy on Aug. 4 (Bankr. E.D. Tex., Case No. 08-42099).


SHIV RESTAURANT: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shiv Restaurant Corp. Inc.
        5-7 Lehns Court
        Easton, PA 18042

Bankruptcy Case No.: 08-22022

Type of Business: Single Assets Real Estate

Chapter 11 Petition Date: September 24, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Michael J. McCrystal, Esq.
                  mmccrystal@verizon.net
                  2355 Old Post Road, Suite 4
                  Coplay, PA 18037
                  Tel: (610) 262-7873

Total Assets: $1,431,010

Total Debts: $938,914

The Debtor's chapter 11 petition with list of its four largest
unsecured creditors is available for free at:

                http://researcharchives.com/t/s?32b8


SIRIUS COMPUTER: Moody's Holds 'B1' Rating; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Sirius Computer
Solutions, Inc. (B1 CFR) and changed the outlook to negative from
stable.  The negative outlook underscores Sirius' weaker liquidity
position because of extremely tight covenants resulting from
covenant step downs and weaker than expected operating
performance.  Sirius' operating performance has been below
expectations due to declines in revenues due to weak macro
economic environment as well as timing related to new product
introductions by its key vendor.

Moody's believes that a continuation of such lackluster
performance along with significant step downs in covenants may
lead to breach of some of the credit agreement financial
covenants.  This may require the company to seek relief in an
available equity cure under its credit agreement from its
shareholders.  The negative outlook also reflects Moody's belief
that despite the equity cure, the company's EBITDA cushion under
its financial covenants will remain very tight, and a shortfall in
the company's anticipated performance over the next twelve months
could require the company to seek further equity cure or other
relief.

As of June 30, 2008, the company had total debt of $158 million,
which included $97.1 million of first lien term loan, $55 million
of second lien term loan and the remaining related to acquisition
notes.  There were no outstandings under the revolving credit
facility.

These ratings are affirmed:

  * Corporate family rating -- B1
  * Probability of default rating -- B1
  * $30 million first lien revolving credit facility -- Ba2,
    LGD-2, 28%

  * $130 million first lien term loan -- Ba2, LGD-2, 28%
  * $55 million second lien term loan -- B2, LGD-4, 66%

Ratings outlook is negative.

The B1 corporate family rating reflects Sirius' low operating
margins, high financial leverage, liquidity constrained by
financial covenants under the company's credit facility, small
presence in the "high growth" service and solutions space, and
reliance on IBM's discount pricing because of its high level of
vendor concentration -- more than 90% of Sirius Computer's
revenues are represented by IBM products and services.  The rating
is supported by the company's track record as the largest IBM
value-added-reseller of IT solutions primarily serving small to
medium businesses in the US, its positive cash generating ability
and its good track record of paying down debt.  The ratings
incorporate Sirius Computer's premium IBM VAR position and its
strong customer orientation which has led to healthy repeat
revenues in recent years.

Sirius Computer Solutions, Inc., headquartered in San Antonio
Texas, is a leading IBM value-added-reseller of IT solutions
primarily serving small to medium businesses in the US.  The
company provides its 5,000+ customers with an extensive offering
of advanced infrastructure solutions, including hardware,
software, and services.


SIX FLAGS: Heightened Default Risk Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded Six Flags, Inc.'s Corporate
Family rating to Caa2 from Caa1, the Probability of Default rating
to Caa2 from Caa1 and associated instrument ratings.  The rating
actions reflect heightened risk of default because of the approach
of the August 15, 2009 mandatory redemption date for the $287.5
million Preferred Income Redeemable Securities and the February 1,
2010 maturity of the remaining
$131 million 8.875% senior unsecured notes.

Moody's does not expect Six Flags to generate sufficient free cash
flow or have sufficient unused revolver capacity to fund these
obligations -- creating reliance on asset sales or refinancing
options.  Moody's believes an inability to fund the PIERS
redemption would constitute a default under Six Flags' credit
agreement, which would in turn trigger a cross default on the
bonds issued by Six Flags and Six Flags Operations, Inc.  

Six Flags' improved operating performance during the 2008 summer
season is a positive and there is a potential that a PIERS
refinancing could be based on the instruments' market value --
approximately $82 million as of August 23, 2008 -- instead of the
$287.5 million liquidation preference.  However, Moody's believes
Six Flags' highly levered capital structure and difficult credit
market conditions could limit its ability to sell assets or
execute on a refinancing, including the 2010 requirement even if
the PIERS' maturities are somehow satisfied.  The rating outlook
is negative.

Downgrades:

Issuer: Six Flags Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1
  -- Probability of Default Rating, Downgraded to Caa2 from Caa1
  -- Preferred Stock (PIERS), Downgraded to Ca from Caa3
     (LGD6 - 98%)

Issuer: Six Flags Theme Parks Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to B2 from B1
     (LGD2 - 20%)

The negative rating outlook reflects the potential for a default
if Six Flags is unable to satisfy the 2009 PIERS redemption and
2010 note maturity.

Six Flags' SGL-4 speculative-grade liquidity rating reflects
Moody's expectation that the company will not have sufficient
cash, internally generated cash flow and/or committed unused
revolver capacity to fund the PIERS redemption and contingent
obligations, including the partnership puts.  However, Moody's
believes Six Flags could be close to free cash flow break even
over the next 12 months, and that the unused revolver capacity
could cover any operating shortfall and seasonal working capital
needs.

The Caa2 rating and LGD4 -- 60% assessment on the SFO notes and
the Caa3 ratings and LGD5 -- 85% assessments on the notes issued
by Six Flags, Inc. are not affected.  Moody's last rating action
on Six Flags was a change in the PDR to Caa1/LD from Ca and a
downgrade of the 8.875% 2010 notes to Caa3 from Caa2 on June 16,
2008 in conjunction with an exchange offer (the PDR reverted to
Caa1 on June 19).

Six Flags, headquartered in New York City, is a regional theme
park company that operates 20 parks spread across North America.   
The park portfolio includes 16 wholly-owned facilities as well as
four parks - Six Flags over Texas, Six Flags over Georgia, Six
Flags White Water (Atlanta), and the Six Flags Great Escape Lodge
-- in which Six Flags owns partial interests and three of which it
consolidates due to significant operational control and residual
economic interest.  Annual revenue approximates $990 million.


SKIPPER'S INC: Closing Stores Under Bankruptcy Proceedings
----------------------------------------------------------
Skipper's Inc.'s fish-n-chips eatery off Auburn Way North has
closed its doors, the Auburn Reporter (Wash.) reported Wednesday.

Skipper's Inc., a chain of seafood restaurants based in SeaTac, a
city and outlying suburb of Seattle, has closed 22 of its stores
in the Puget Sound area and is selling more than 25 others as it
completes bankruptcy procedures, the report said.

The former Skipper's on Auburn Way North will reopen as Chicago
Willies this fall.  Chicago Willies specializes in hamburgers, hot
dogs and other fast-food favorites.  

                       About Skipper's Inc.

Based in Seatac, Washington, Skipper's Inc. operated a chain of
fast service oriented seafood restaurants doing business in Idaho,
Montana, Oregon, Utah, Washington and Alaska when it filed for
Chapter 11 relief on Dec. 12, 2006 (Bankr. W.D. Wash. 06-14414).
The restructuring failed, and Skipper's, Inc. was liquidated on
June 29, 2007.  


STOKESAY MANAGEMENT: Case Summary & Six Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Stokesay Management Corporation
        ta Stokesay Castle
        141 Stokesay Castle Lane
        Reading, PA 19606

Bankruptcy Case No.: 08-22009

Type of Business: The Debtor operates a restaurant.
                  See http://www.stokesaycastle.com/  

Chapter 11 Petition Date: September 23, 2008

Court: Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: Frederick L. Reigle
                  2901 Street Lawrence Avenue, Suite 202
                  Reading, PA 19606
                  Tel: (610) 779-4550

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

Estimated Debts:  $500,000 to $1,000,000

A copy of the Debtor's list of Six Largest Unsecured Creditors is
available at http://bankrupt.com/misc/paeb08-22009.pdf


STUART EDWARDS: Section 341(a) Meeting Scheduled for October 1
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Stuart D.
Edwards' creditors on Oct. 1, 2008, at 2:00 p.m., at the San Jose
Room 130.

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

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

Salinas, California-based Stuart D. Edwards, a.k.a. Stuart Denzil
Edwards filed for Chapter 11 protection on June 3, 2008 (Bankr.
N.D.Calif. No. 08-52920).  Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene represents the Debtor in its
restructuring effort.  The Debtor listed assets between
$10,000,001 and $50 million and debts between $1,000,001 and
$10 million when it filed for bankruptcy.


SWANSEA PROPERTIES: Section 341(a) Meeting Scheduled for Sept. 30
-----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Swansea
Properties, LLC's creditors on Sept. 30, 2008, at 3:00 p.m., at
the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.

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

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

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.

Its affiliates, Eagletail Bighorn LLC and MPK Enterprises Inc.
made separate Chapter 11 filings in August.


SWANSEA PROPERTIES: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Swansea Properties, LLC, filed with the U.S. Bankruptcy Court for
the District of Arizona, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $20,000,000
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $29,599,367.61
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              $0
                                  -----------   -----------
     TOTAL                        $20,000,000   $29,599,367.61

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.


SWANSEA PROPERTIES: Court OKs Osborn Maledon as Bankr. Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Swansea Properties, LLC, and its debtor-affiliates permission to
employ Osborn Maledon, P.A., as counsel for the Debtors.

The Debtors told the Court that Osborn Maledon will, among others,
advise the Debtors of their rights, powers, and duties in their
Chapter 11 case and assist the Debtors in the preparation of their
voluntary Chapter 11 Petition and Statments and Schedules.

According to James E. Cross, a partner at Osborn Maledon, the firm
will charge the Debtors thes hourly rates:

              Partners             $245-$465
              Associates           $190-$520
              Paralegals           $60-$185
   
Mr. Cross assured that Court that the firm has no other
relationship with the Debtors, nor does it hold or reepresent an
interest adverse to the Debtors or their estates, creditors of the
estates or interested parties.

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.

Its affiliates, Eagletail Bighorn LLC and MPK Enterprises Inc.
made separate Chapter 11 filings in August.


SWANSEA PROPERTIES: Court Okays Quarles Brady as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Swansea Properties, LLC, and its debtor-affiliates permission to
employ Quarles & Brady, LLP, as special counsel for the Debtors
nunc pro tunc.

Diane M. Haller, Esq., a partner at Quarles & Brady, told the
Court that the firm will, among other things, perform real estate
transactional work and represent the Debtors in related litigation
or other dispute resolution proceedings.

According to Ms. Haller, the firm will charge the Debtors these
hourly rates:

     Partners, Attorneys, and Associates      $230-$650
     Paralegals                               $180-$225

Ms. Haller assured that Court that the firm and its attorneys are
disinteresed persons and that the firm doesn't hold an interest
adverse to the estates or their creditors or interested parties.

Litchfield Park, Arizona-based Swansea Properties LLC filed for
Chapter 11 protection on Aug. 29, 2008 (Bankr. D.Ariz. Case No.
08-11486).  James E. Cross, Esq., at Osborn Maledon P.A.
represents the Debtor in its restructuring effort.  The company
listed assets between $10 million and $50 million and debts
between $10 million and $50 million when it filed for bankruptcy.

Its affiliates, Eagletail Bighorn LLC and MPK Enterprises Inc.
made separate Chapter 11 filings in August.


SYNOVICS PHARMACEUTICALS: Posts $4.7MM Loss for 3 Quarters
----------------------------------------------------------
Synovics Pharmaceuticals Inc. posted $4.7 million in net losses on
$18.1 million in net revenues for nine months ended July 31, 2008,
compared with $16.6 million in net losses on $18.1 million in net
revenues for nine months ended July 31, 2008.

Synovics posted $489,670 in net profit on $7.7 million in net
revenues for the three months ended July 31, 2008, compared with
$7.5 million in net losses on $6.9 million in net revenues for the
three months ended July 31, 2007.

Synovics Pharmaceuticals Inc.'s consolidated balance sheet at
July 31, 2008, showed $23.6 million in total assets and
$19.6 million in total liabilities, and $4.0 million in
stockholders' equity.

At July 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6.8 million in total current
assets available to pay $14.1 million in total current
liabilities.

"To date, our operations have not generated sufficient revenues to
satisfy our historical capital needs," Jyotindra Gange, Principal
Executive Officer, said.  "We have been financed through
operations and the sale of our common stock, warrants and debt by
means of private placements.  We had a working capital deficit of
$7,297,512 at July 31, 2008 as compared with a working capital
deficit of $19,458,269 at Oct. 31, 2007.  Cash and cash
equivalents were $426,060 at July 31, 2008, as compared with $0 at
Oct. 31, 2007."

Net cash provided by operating activities during the nine-month
period ended July 31, 2008 was $2,617,121.  This resulted from the
company's net loss of $4,676,159 reduced by significant
amortization of loan discounts and increases in current
liabilities accounts.  The company has generally incurred negative
cash flows from operations since inception.  The company expects
the negative cash flow will be reduced in the future as its short
and long term debt obligation as well as and financing expenses
are reduced or eliminated.

Net cash used in investing activities during the nine-month period
ended July 31, 2008 was $586,061.  These funds were used for
capital expenditures funded through leasing activities and were
substantially offset by a significant sale of an asset.  Net cash
used in financing activities during the nine-month period ended
July 31, 2008 was $1,605,000.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2008, are available for
free at http://researcharchives.com/t/s?3285

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Miller, Ellin & company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.

                  About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Fla., Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its   
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.


SYNOVICS PHARMA: Drops Plan to Issue New Securities
---------------------------------------------------
Synovics Pharmaceuticals Inc. disclosed in a Securities and
Exchange Commission filing that it has requested, pursuant to Rule
477 under the Securities Act of 1933, as amended, that the
Commission consent to the withdrawal of its Registration Statement
on Form S-3 filed with the Commission on July 24, 2006 (File No.
333-135981).

The company requests the withdrawal because it has determined not
to pursue the registration of the securities included in the
Registration Statement at this time.

                  About Synovics Pharmaceuticals

Phoenix-based Synovics Pharmaceuticals Inc., fka, Bionutric, is
focused on developing generics and improved formulations of
already-approved prescription drugs.  Its generic Metformin, a
treatment for type 2 diabetes, is approved by the FDA but has not
yet been launched.  Synovics brings in revenue from over-the-
counter drugmaker Kirk Pharmaceuticals, which it acquired in 2006.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Miller, Ellin & company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.

Synovics Pharmaceuticals Inc.'s consolidated balance sheet at
Jan. 31, 2008, showed $21.2 million in total assets and
$31.5 million in total liabilities, resulting in a $10.3 million
total stockholders' deficit.

At Jan. 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3.7 million in total current
assets available to pay $25.5 million in total current
liabilities.

The company reported a net loss of $2.2 million on net revenues of
$4.3 million for the first quarter ended Jan. 31, 2008, compared
with a net loss of $2.4 million on net revenues of $5.4 million in
the corresponding period ended Jan. 31, 2007.


T & D DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: T & D Development, Inc.
        5801 Mt. Pleasant
        Prospect, KY 40059

Bankruptcy Case No.: 08-34183

Chapter 11 Petition Date: September 23, 2008

Court: Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: Henry K. Jarrett, III, Esq.
                  henryk@iglou.com
                  Suite 10 North
                  First Trust Centre
                  200 South Fifth Street
                  Louisville, KY 40202
                  Tel: 584-1374
                  Fax: 585-4009

Total Assets: $1,700,000

Total Debts: $1,040,072

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Brush Run LLC                                          $148,000
Attn: Tom Borntranger
5801 Mt. Pleasant
Prospect, KY 40059

Land Design & Development                                $2,822
503 Washburn Avenue, Suite 101
Louisville, KY 40222

AT&T Mobility                                            $1,292
P.O. Box 538641
Atlanta, GA 303353

BB&T                                                       $999


THORNBURG MORTGAGE: EJF Capital Discloses 10.5% Equity Stake
------------------------------------------------------------
EJF Capital LLC disclosed in a Securities and Exchange Commission
filing that it may be deemed to beneficially own 3,196,700 shares
of Thornburg Mortgage Inc.'s 10% Series F Cumulative Convertible
Redeemable Preferred Stock, representing 10.5% of the shares
issued and outstanding.

EJF Capital LLC may be deemed to beneficially own the 3,150,900
shares of Preferred Stock owned by EJF Opportunity Master Fund,
L.P. and the 45,800 shares of Preferred Stock owned by EJF
Long/Short Master Fund, L.P as the firm's investment manager.

                  About Thornburg Mortgage Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's said that the completion of Thornburg Mortgage
Inc.'s tender offer for its preferred shares will have an impact
on the rating once complete.  If Thornburg is successful in the
tender offer, S&P would view this as a positive sign.


TREE CARE: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tree Care, Inc.
        13319 Aiken Road
        Louisville, KY 40223

Bankruptcy Case No.: 08-34204

Chapter 11 Petition Date: September 24, 2008

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  cantor@derbycitylaw.com
                  Seiller Waterman LLC
                  462 S. 4th Street, Suite 2200
                  Louisville, KY 40202

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's chapter 11 petition with list of its six largest
unsecured creditors is available for free at:

                http://researcharchives.com/t/s?32b


TRM CORP: Chairman Brotman Resigns; M. Venezia Appointed to Board
-----------------------------------------------------------------
TRM Corporation disclosed on Sept. 12, 2008, that Jeffrey Brotman,
Chairman of the Board of Directors, resigned from the company,
effective September 9, 2008.  Mr. Brotman's resignation is based
solely on personal considerations unrelated to TRM and did not
result from any disagreement with the company concerning any
matter relating to the company's operations, policies or
practices.

In his resignation letter, Mr. Brotman stated, "My resignation is
based solely on personal considerations. I remain highly confident
in TRM's business plan, its management, and its future prospects."

Richard Stern, CEO of TRM Corporation stated, "We appreciate the
years of dedicated service Jeff has brought to TRM. It was through
Jeff's efforts that we were able to quickly and effectively
dispose of significant assets allowing us to pay down our debt and
continue as a going concern. We wish him well in his future
endeavors."

TRM Corporation also announced that Michael E. Venezia has been
appointed to serve on its Board of Directors effective Sept. 12,
2008. The appointment was pursuant to a provision in the
Securities Purchase Agreement, dated April 18, 2008, as amended,
by and among TRM Corporation, LC Capital Master Fund, Ltd., and
Lampe Conway & Co., LLC, allowing the Purchaser the right to
require appointment of an additional director to TRM Corporation's
board of directors if it holds an aggregate of 2,500,000 warrants.

Michael E. Venezia, age 32, has been a Credit Analyst for Lampe,
Conway & Co. LLC since June 15, 2005. Before joining Lampe, Conway
& Co. LLC., Mr. Venezia served as a Vice President in the High
Yield Group of Weiss, Peck & Greer from August 2004 to June 2005.
Prior to joining Weiss, Peck & Greer, Mr. Venezia was a Vice
President within Citigroup.

Mr. Stern said, "We welcome Mike to our board and look forward to
his contribution."

The Company has not yet named a replacement for the Chairman of
the Board. The Board of Directors will nominate and appoint a new
Chairman of the Board from the existing members of the Board.

With Mr. Venezia's appointment, Lampe amended its Schedule 13D on
Sept. 22, disclosing with the Securities and Exchange Commission:

                                No. of Shares     % of Shares
   Name                         of Common Stock   of Common Stock
   ----                         ---------------   ---------------
   LC Capital Master Fund, Ltd.      14,997,903         42.6%
   Lampe, Conway & Co., LLC          15,124,903         42.9%
   Steven G. Lampe                   15,124,903         42.9%
   Richard F. Conway                 15,124,903         42.9%

Lampe, Conway & Co., LLC, is the investment manager of LC Capital
Master Fund, Ltd.  Messrs. Lampe and Conway act as the managing
members of LC&C.  Accordingly, each of Messrs. Lampe and Conway
may be deemed to have a beneficial interest in the shares by
virtue of LC&C's indirect control of the Master Fund and LC&C's
power to vote and dispose of the shares.  

In a Form 3 filing, Mr. Venezia disclosed that "no securities are
beneficially owned."

                      Second Quarter Results

On Aug. 14, 2008, TRM Corporation disclosed its second quarter
2008 financial results.  In a press release, Mr. Stern stated:

   "In the second quarter of 2008, net sales were $9.0 million
   compared to $8.8 million in the second quarter of 2007.  On a
   sequential basis, net sales were $9.0 million compared to
   $7.4 million in the first quarter of 2008.  Net sales
   performance reflects increased transactions compared to the
   second quarter of 2007, mainly due to the acquisition of Access
   To Money and the increase in the average number of transacting
   ATMs.  The average number of withdrawals per ATM per month
   declined slightly and the average transaction-based sales per
   withdrawal was $2.36 per withdrawal in the second quarter of
   2007 versus $2.34 in the second quarter of 2008.  The average
   number of transacting ATMs was 11,823 during the second
   quarter of 2008 compared to an average of 10,473 during the
   second quarter of 2007.

   "Cost of sales in the second quarter of 2008 decreased 13.3%
   to $5.2 million from $6.0 million in the second quarter of
   2007, and increased 10.6% from $4.7 million in the first
   quarter of 2008. In the second quarter of 2008, gross profit
   margin improved sequentially to 43% from 37% in the first
   quarter of 2008. The cost of vault cash decreased by $429,000
   to $916,000 for the second quarter of 2008 from $1.3 million
   for the second quarter of 2007. In addition the number of ATMs
   for which we provide cash decreased by 4.4% year over year.
   This reduction was due to our determination that certain
   machines were no longer profitable to operate. The total
   amount of vault cash in our system has decreased by 3% to
   $69.1 million as of June 30, 2008. Our vault cash costs are
   based on a spread to the interest rates on asset-backed
   commercial paper issued by the lender. The interest rate on
   our vault cash facility decreased to 3.81% as of June 30, 2008
   from 6.75% at June 30, 2007 due to decreased commercial paper
   interest rates. Our ATM processing, telecommunication and
   armored car costs also decreased by $194,000, mostly as a
   result of renegotiating many of those contracts.

   "In the second quarter of 2008, selling, general and
   administrative expense increased by $636,000 million to
   $5.0 million from $4.3 million in the second quarter of 2007.
   As a percentage of sales, selling, general and administrative
   expenses increased to 20.8% in the second quarter 2008 as
   compared to 18.4% in the comparable quarter of 2007. The
   increase in selling, general and administrative expenses is
   primarily attributable to a one time $1.4 million charge
   related to the accelerated vesting of stock options and
   restricted stock associated with the Access To Money
   transaction. Also affecting SG&A costs was a $404,000 increase
   in labor costs as a result of the Access To Money acquisition,
   temporary labor and recruiting costs. As we move through our
   integration of the operations of Access To Money, we expect
   our labor costs to reduce. The cost for outsourced services
   decreased by approximately $1 million primarily as a result of   
   the eFunds settlement. Legal, accounting and consulting
   expenses decreased by $232,000.

   "In the second quarter 2008, we reported a net loss from
   continuing operations of ($3.7) million as compared to a net
   loss of ($1.9) million in the second quarter of 2007 and
   compared to a net loss of $400,000 in the first quarter of
   2008.
   
   "We believe that adjusted EBITDA from continuing operations is
   the most accurate reflection of ongoing operations. For the
   second quarter 2008, adjusted EBITDA from continuing
   operations was $836,000 compared to ($1.4) million in the
   second quarter 2007 which reflects the positive effects of our
   restructuring efforts.

   "We had cash and restricted cash of $8.0 million at June 30,
   2008, compared to $6.9 million at December 31, 2007."

   *** Highlights from the Quarter:

   -- "On April 18, 2008 we borrowed $11 million at an interest
      rate of 13% payable semiannually and due in 2011. The
      loan requires us to maintain certain cash balances, to
      meet certain EBITDA targets and to maintain at least
      10,250 ATMs (inclusive of the ATMs we acquired from
      Access To Money). Proceeds from this loan were used
      primarily to pay off the remaining balance of our Term
      Loan B, the $2.5 million settlement payment with eFunds
      Corporation and the cash portion of the purchase price
      of Access To Money. In addition, we issued warrants to the
      lender to purchase 12,500,000 shares in aggregate of our
      common stock.

   -- "On April 18, 2008 we acquired Access To Money, one of the
      nation's largest independent ATM deployers with
      approximately 4,248 transacting ATMs, for $4.2 million in
      cash, 3.6 million shares of common stock and a note payable
      to the owner for approximately $9.8 million. We are
      currently engaged in the integration of this acquisition."

At June 30, 2008, the company's balance sheet showed total assets
of $127,940,000, total liabilities $107,691,000, and total
shareholders' equity of $18,749,000.

A full-text copy of the company's Form 10-Q is available for free
at http://researcharchives.com/t/s?32a7

         Amendment to Unit's Cash Provisioning Agreement

TRM Corp.'s subsidiary TRM ATM Corporation entered into a Cash
Provisioning Agreement with Genpass Technologies LLC, doing
business as Elan Financial Services and Pendum, Inc., on August
28, 2007.  The Agreement provides that Elan will supply cash,
through the services of Pendum, an armored car carrier, to TRM's
unit for use in the operation of its ATMs.  The term of the
Agreement is for a period of one year and automatically renews for
additional one-month periods unless either party gives the other
parties notice of its intent to terminate.  TRM ATM and Elan
agreed that the initial 90 days of the Agreement will be a pilot
period intended for the company to evaluate the performance of the
Elan program.  TRM ATM is responsible for the payment of fees
related to the use of the cash.

On Aug. 14, TRM Corp. disclosed that TRM ATM, Elan and Pendum
entered into Amendment No. 1 to the Agreement on May 8, 2008,
which changed the term to five years with successive one-month
renewal periods until terminated.

                         About TRM Corp.

Headquartered in Portland, Ore., TRM Corporation (OTC: TRMM)
-- http://www.trm.com/-- is a consumer services company that     
provides convenience ATM services in high-traffic consumer
environments.  TRM operates the second largest non-bank ATM
network in the United States.

                       Going Concern Doubt

McGladrey & Pullen LLP, in Blue Bell, Pa., expressed substantial
doubt about TRM Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
incurred net losses in 2006 and 2007 of approximately
$120.0 million and $8.0 million, respectively.  

The auditing firm added that it is uncertain if 2008 operations
will generate sufficient cash to enable the company to comply with
the covenants of the company's loan agreements and to pay its
obligations on an ongoing basis.  In addition, the auditing firm
said that a default under the company's financing agreement with
GSO Origination Funding Partners LP may render the debt callable
and trigger the cross-default provision in TRM Inventory Funding
Trust's Loan and Servicing Agreement.

After borrowing $11.0 million under the Lampe Loan Facility in
April 2008, and the repayment of the remaining balance with GSO,
the company has eliminated possible default that could have
triggered additional cross defaults.


UNIFI INC: To Hold Annual Stockholders' Meeting on October 29
-------------------------------------------------------------
Charles F. McCoy, Unifi Inc.'s vice president, secretary and
general counsel, disclosed on Sept. 18, 2008, that the Annual
Meeting of Shareholders of Unifi, Inc. will be held at the
company's corporate headquarters at 7201 West Friendly Avenue in
Greensboro, North Carolina, on Wednesday, October 29, 2008, at
9:00 a.m. Eastern Daylight Savings Time.

At the meeting, shareholders will be asked:

   1. To elect ten directors to serve until the next Annual
      Meeting of Shareholders or until their successors are duly
      elected and qualified.

      Nominees:

        1) William J. Armfield, IV,
        2) R. Roger Berrier, Jr.,
        3) Archibald Cox, Jr.,
        4) William L. Jasper,
        5) Kenneth G. Langone,
        6) Chiu Cheng Anthony Loo,
        7) George R. Perkins, Jr.,
        8) William M. Sams,
        9) G. Alfred Webster,
       10) Stephen Wener.

   2. To approve the 2008 Unifi, Inc. Long-Term Incentive Plan.

   3. To transact other business as may properly come before the
      meeting or any adjournment or adjournments thereof.

The Board of Directors, under the provisions of the Company's
By-Laws, has fixed the close of business on Sept. 10, 2008, as the
record date for determination of Shareholders entitled to notice
of and to vote at the Annual Meeting of Shareholders.  The
transfer books of the company will not be closed.

A full text copy of Unifi's Proxy Statement is available for free
at http://researcharchives.com/t/s?32a1

                       Annual Report Filed

Unifi, Inc., disclosed in a regulatory filing dated Sept. 12,
2008, with the Securities and Exchange Commission that for the
fiscal year ended June 29, 2008, it posted a net loss of $16.15
million on net sales of $713.34 million compared with a net loss
of $115.79 million on net sales of $690.30 million in the previous
year.

The company disclosed in its Form 10-K that:

   "Although the Company had a net loss of $16.2 million in
   fiscal year 2008, the Company generated $13.7 million of cash
   from continuing operations in fiscal year 2008 compared to
   $10.6 million for fiscal year 2007. The fiscal year 2008 net
   loss was adjusted positively for non-cash income and expense
   items such as depreciation and amortization of $41.6 million,
   a decrease in inventories of $14.1 million, the impairment
   charge related to equity affiliates of $10.9 million,
   restructuring charges of $4.0 million, income from
   unconsolidated equity affiliates net of distributions of
   $3.1 million, fixed asset impairment charges of $2.8 million,
   prepaid expenses of $1.7 million, stock based compensation
   expense of $1.0 million, increases in income taxes of
   $0.4 million, and provision for bad debt of $0.2 million,
   offset by decreases in reductions in accounts payable and
   accrued expenses of $21.8 million, decreases in deferred taxes
   of $15.0 million, increases in accounts receivable of
   $5.2 million, gains from the sale of capital assets of
   $4.0 million, income from discontinued operations of
   $3.2 million, and decreases in other non-current liabilities of
   $0.7 million."

At June 29, 2008, the company's balance sheet showed $591.53
million in total assets, $80,570,000 in total current liabilities,
$204.36 million in long-term debt and other liabilities, $0.92
million in deferred income taxes, and $305.66 million in total
shareholders' equity.

A full-text copy of the company's Form 10-K is available for free
at http://researcharchives.com/t/s?32a0

                 Termination of Reliance Agreement

The Troubled Company Reporter reported on July 4, 2008, that Unifi
Kinston, LLC, a wholly owned subsidiary of Unifi, Inc., and
Reliance Industries USA, Inc., entered into an Asset Purchase
Agreement, which provides for the sale of all remaining assets and
structures, located at the Unifi Kinston's polyester manufacturing
facility in Kinston, North Carolina, to Reliance for $12.18
million.  Out of the proceeds from the Sale, Unifi Kinston will
pay E.I. DuPont de Nemours a $3.66 million payment, to satisfy
certain demolition and removal obligations created by the sale of
these assets.

On Aug. 29, 2008, Unifi, Inc. related that on Aug. 27, it was
informed by Reliance, that Reliance was terminating the Reliance
Agreement and would not be proceeding with the Sale.  Unifi
retains certain rights to sell these assets located at the Kinston
facility for a period of two years from March 20, 2008. If after
the two-year period the assets have not been sold, Unifi will
convey them to E.I. DuPont de Nemours for no value.

                           About Unifi

Headquartered in Greensboro, North Carolina, Unifi Inc. (NYSE:
UFI) -- http://www.unifi.com/ -- is a diversified producer and     
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  Key Unifi brands include, but are not
limited to: aio(R) - all-in-one performance yarns, Sorbtek(R),
A.M.Y.(R), Mynx(R) UV, Repreve(R), Reflexx(R), MicroVista(R), and
Satura(R).  Unifi's yarns and brands are readily found in home
furnishings, apparel, legwear, and sewing thread, as well as
industrial, automotive, military, and medical applications.

                          *     *     *

On July 3, 2008, the TCR reported that Standard & Poor's Ratings
Services revised its outlook on Unifi Inc. to positive from
negative.  At the same time, S&P affirmed the ratings, including
the 'CCC+' corporate credit rating, on the company.  Unifi had
debt outstanding of $232.5 million at March 31, 2008.

The company's 11-1/2% Senior Secured Notes due 2014 carry Moody's
Investors Service's Caa2 rating and Standard & Poor's Rating
Services' CCC+ rating.


UNIPROP MANUFACTURED: June 30 Balance Sheet Upside-Down by $21.4MM
------------------------------------------------------------------
Uniprop Manufactured Housing Communities Income Fund's balance
sheet at June 30, 2008, showed $17,133,042 in total assets and
$38,555,587 in total liabilities, resulting in a $21,422,545  
partners' deficit.

The company reported a net loss of $436,362 on total income of
$140,383 for the second quarter ended June 30, 2008, compared with
a net loss of $959,031 on total income of $163,328 in the same
period last year.

The $22,945 decrease in gross revenues from continuing operations
was due to a decrease in occupancy at the Old Dutch Farms property
due to economic conditions in southeastern Michigan.  This
decrease was offset by a decrease of $43,304 in total operating
expenses.

The company classified the Aztec Estates, Kings Manor and Park of
Four Seasons properties communities and their associated financial
results as "discontinued operations" in the company's financial
statements for the first and second quarters of 2008.  Loss from
these properties was $384,616 for the second quarter of 2008.  
This compared to a loss from discontinued operations of $884,894
for the same quarter in 2007.  

On July 11, 2008, a private buyer agreed to purchase both the
Kings Manor and Park of Four Seasons properties for $23,741,572
less closing costs of $946,000 for net proceeds of $22,795,572,
all of which was used to retire debt.  The company estimates a
gain on the sale of approximately $17,480,300.

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?32b1  

                       Going Concern Doubt

The company incurred a net loss of $436,362 for the second quarter
of 2008, and had an accumulated deficit of $21,422,545 as of
June 30, 2008.  The company expects to deplete its liquid
resources during the third or fourth quarter of fiscal 2008.  The
net proceeds from the sale of the Kings Manor and Park of Four
Seasons properties in July 2008 were all used to pay down the
mortgage debt.  These factors raise substantial doubt about the
company's ability to continue as a going concern.

                          About Uniprop

Headquartered in Birmingham, Michigan, Uniprop Manufactured
Housing Communities Income Fund -- http://www.uniprop.com/-- a   
Michigan Limited Partnership, was originally formed to acquire,
maintain, operate and ultimately dispose of income producing
residential real properties consisting of four manufactured
housing communities.  

The general partner of the partnership is P. I. Associates Limited
Partnership.  


VILLA DEL SOL: Section 341(a) Meeting Scheduled for October 7
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Villa Del
Sol at Cape San Blas' creditors on Oct. 7, 2008, at 9:30 a.m., at
110 E. Park Avenue, Room 004, U.S. Trustee Mtg. Room.

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

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

Alpharetta, Georgia-based Villa Del Sol at Cape San Blas LLC filed
for Chapter 11 protection on Aug. 29, 2008, (Bankr. N.D.Fla. Case
No. 08-40589).  Thomas B. Woodward, Esq., at Tallahassee, Florida,
represents the Debtor in its restructuring effort.  The company
listed total assets of $27,260,000 and total debts of $16,508,031
when it filed for bankruptcy.


VILLA DEL SOL: Creditor Asks Court to Dismiss Chapter 11 Case
-------------------------------------------------------------
SPCP Group, LLC, a secured creditor of Villa Del Sol at Cape San
Blas, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Florida to dismiss the Debtor's Chapter 11 case.

SPCP claims that the Debtor filed for Chapter 11 in "bad faith"
and to delay a Florida state court action and a foreclosure sale.

The Debtor owns a real property in Gulf County, Florida, and a
real property in Forsyth County, Georgia.  On June 23, 2004, the
Debtor executed and delivered to Vanguard Bank & Trust company, a
promissory note in the original principal sum of
$16,500,000.  The Note was secured by, inter alia, Mortgage.  The
Mortgage was recorded in the Official Records Book 344 of the
Public Records of Gulf County, Florida, and mortgaged the FL
Property, then owned by the Debtor.

To further secure the indebtedness evidenced by the Note, the
Debtor executed and delivered to Vanguard that the Assignment of
Rents and Leases, which was recorded in the Official Records Book
344.  On April 2, 2007, the Debtor executed and delivered to
Vanguard a renewal promissory note in the original principal sum
of $15,683,333.  The Debtor executed and delivered to Vanguard
mortgage modification agreements.  In May 2008, Vanguard assigned
to SPCP, inter alia, all of its rights, title and interest in the
Renewal Note, the Mortgage, the Assignment of Rents and the
Mortgage Modifications.  The Debtor has materially defaulted under
the Loan Documents by failing to pay all indebtedness due Nov. 2,
2007.  When the Debtor failed to pay the loan on its maturity
date, SPCP filed the action seeking to foreclose the FL Property
in the Circuit Court for the 14 Judicial Circuit in and for Gulf
County.

On Aug. 1, 2008, Gary Barnes, Esq., submitted a Notice of Sale
Under Power to the Forsyth County News to invoke Georgia's non-
judicial foreclosure procedure to foreclose on the GA Property.  
The necessary publication to foreclose on the GA Property ran in
the Forsyth County News on Aug. 4, 11, 18 and 25, 2008.  Under
Georgia procedure, the foreclosure sale was scheduled on Sept. 2,
2008.

On Aug. 27, 2008, GA counsel received a Quit Claim Deed returning
the GA Property to the Debtor subject to the GA Proceeding.  On
Aug. 29, 2008, before the scheduled foreclosure sale in the GA
Proceeding, the Debtor filed the instant Chapter 11 case,
automatically staying the pending foreclosure sale and
all other matters in the Florida State Action.

On Sept. 3, 2008, the Court authorized the Debtor to continue to
operate the FL Property and the GA Property.

The Debtor has filed a notice of no financial statements or profit
and loss statements, as well as a notice of no requirement to file
federal tax returns based on zero income.  The Debtor told the
Court that it is unclear how the Debtor will submit a
reorganization plan when it has not made any income for the last
two years and does not have any financial statements.

Alpharetta, Georgia-based Villa Del Sol at Cape San Blas LLC filed
for Chapter 11 protection on Aug. 29, 2008, (Bankr. N.D.Fla. Case
No. 08-40589).  Thomas B. Woodward, Esq., at Tallahassee, Florida,
represents the Debtor in its restructuring effort.  The company
listed total assets of $27,260,000 and total debts of $16,508,031
when it filed for bankruptcy.


VILLA DEL SOL: Seeks to Employ Thomas Woodward as Counsel
---------------------------------------------------------
Villa Del Sol at Cape San Blas asks the U.S. Bankruptcy Court for
the Northern District of Florida for permission to hire Thomas B.
Woodward as bankruptcy counsel.

Mr. Woodward will give the Debtor legal advice with respect to its
powers and duties as Debtor-in-Possession.

Mr. Woodward will charge the Debtor these hourly rates:

     Thomas B. Woodward              $300       
     Legal Research Assistant        $100  

The Debtor assures the Court of Mr. Woodward's disinterestedness,
saying that Mr. Woodward has no connection with the Debtor, the
creditors, or any other party in interest.

Alpharetta, Georgia-based Villa Del Sol at Cape San Blas LLC filed
for Chapter 11 protection on Aug. 29, 2008, (Bankr. N.D.Fla. Case
No. 08-40589).  Thomas B. Woodward, Esq., at Tallahassee, Florida,
represents the Debtor in its restructuring effort.  The company
listed total assets of $27,260,000 and total debts of $16,508,031
when it filed for bankruptcy.


VIRGIN MOBILE: Appoints Two New Board Members From SK Telecom
-------------------------------------------------------------
Virgin Mobile USA, Inc., disclosed on Sept. 16, 2008, the
appointment of Richard Chin and Sungwon Suh to its board of
directors following Virgin Mobile USA's recent acquisition of
Helio LLC and SK Telecom's related investment in Virgin Mobile
USA.

"The addition of SK Telecom as a key strategic partner and
subsequent appointment of Sungwon and Richard to our board will
provide us with additional insight and experience with innovative
services, opening new avenues for Virgin Mobile USA to strengthen
its position in the market," said Dan Schulman, Virgin Mobile USA
CEO. "SK Telecom is the leading wireless provider in Korea and
known around the world for advancing the industry on a global
scale. We look forward to tapping into this expertise and personal
contributions of Sungwon and Richard. Both gentlemen have valuable
telecom industry experience that we are eager to acquire."

Richard Chin is President of SK Telecom Americas, a U.S.
subsidiary of SK Telecom. In this role, he oversees all U.S.
businesses, with a goal of developing various opportunities to
access and penetrate the market. In addition to developing a U.S.
market entrance strategy, Chin leads development in organic growth
engine solutions as well as new business opportunities in and
outside of the telecom industry. Prior to heading SK Telecom
Americas, he held several positions at Motorola, including
Corporate Vice President of Global Product Marketing and Business
Ventures & Development. Chin has also held senior positions at
Searle Pharmaceuticals, NutraSweet Company, Kraft Foods, and
Accenture; he holds a J.D. from John Marshall Law School and a
Bachelor's Degree from the University of Chicago.

Sungwon Suh is Executive Vice President, Head of Global Strategy
and Investment for SK Telecom. In this role, Sungwon oversees SK
Telecom's overall globalization drive via partnerships and M&A
activities. He was also a member of the board for Helio. Formerly
Senior Vice President of Corporate Development for SK Telecom, Suh
also served as Senior Vice President of Strategic Planning for SK
Group, one of Korea's leading conglomerates with interests in
energy, telecommunications, trading and distribution.  Prior to
joining SK Group, he was an associate partner at McKinsey
Consulting. Suh holds an MBA degree from Kellogg School,
Northwestern University.

The Troubled Company Reporter reported on Sept. 23, 2008, that SK
Telecom Co., Ltd. disclosed in a Securities and Exchange
Commission filing that it may be deemed to beneficially own
52,040,314 shares of Virgin Mobile USA, Inc.'s common stock,
representing 63.1% of the shares issued and outstanding.

                         About SK Telecom

SK Telecom -- http://www.sktelecom.com/-- is a wireless  
communication provider in Korea, where it has more than 22 million
subscribers taking up more than 50% of the total market.  The
company established in 1984, reached KRW 11.28 trillion in revenue
in 2007.  SK Telecom was the first to launch and commercialize
CDMA, CDMA 2001x, CDMA EV-DO and HSDPA networks, and it currently
provides cellular, wireless internet, mobile media, global roaming
service and more.

                     About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of   
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.


VIRGIN MOBILE: CFO John Feehan to Leave in Mid-November
-------------------------------------------------------
On Sept. 17, 2008, Virgin Mobile USA said that its Chief Financial
Officer, John Feehan, will be leaving the Company in mid-November
to relocate to the Phoenix area and become CFO of LifeLock(R), a
company engaged in identity theft protection.

Mr. Feehan joined Virgin Mobile USA in 2001 as one of the
Company's first employees, and was named chief financial officer
in 2006 following almost five years of service as vice president
of financial operations. Dan Schulman, chief executive officer for
Virgin Mobile USA, said that Feehan has been instrumental in
helping to set the business and financial course that led Virgin
Mobile USA to its current position in the competitive U.S.
wireless sector and growth to over $1 billion in annual revenues
in less than three years.

"From the moment John joined Virgin Mobile USA, he demonstrated
the ability to lend strategic guidance and insight to all aspects
of our growing business," said Schulman. "We will miss John as
both a colleague and a friend, but wish him the best of success in
this new endeavor that will allow him to return to his passion for
building nascent businesses."

Mr. Feehan said, "It has been a joy and a privilege to work with
Dan and this management team. I am very proud of what we've
accomplished here, and am comfortable knowing that the foundation
has been built for future success."

According to Mr. Schulman, Mr. Feehan will remain with Virgin
Mobile USA for the next 60 days, through the Company's third
quarter earnings report, while an external search to fill the CFO
position takes place.  Mr. Schulman added that the Company's
guidance, last provided on its second quarter earnings call,
remains unchanged.

Prior to joining Virgin Mobile USA, Mr. Feehan served as CFO for
SAGE BioPharma, Inc., a pharmaceutical and medical device company
specializing in Infertility and women's health. His career began
in Public Accounting at PriceWaterhouseCoopers and has included
senior level finance positions at publicly traded companies. He is
a graduate of St. Joseph's University in Philadelphia.

                     About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of   
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008, the company's balance sheet showed total assets of
$255.1 million and total liabilities of $656.1 million, resulting
in a $400.9 million stockholders' deficit.


VIRGIN MOBILE: Sprint Ventures Discloses 63.1% Equity Stake
-----------------------------------------------------------
Sprint Ventures Inc. disclosed in a Securities and Exchange
Commission filing that it may be deemed to beneficially own
52,040,316 shares of Virgin Mobile USA, Inc.'s common stock,
representing 63.1% of the shares issued and outstanding.

The beneficial ownership results from:

   -- Sprint Ventures' ownership of a limited partnership interest
      in Virgin Mobile USA, L.P., which interest is initially         
      exchangeable for 12,058,626 shares of Class A Common Stock
      of the the company, and Sprint Ventures' ownership of one
      share of the Issuer's Class B Common Stock, which is
      entitled to a number of votes that is equal to the total
      number of shares of Class A Common Stock for which such
      limited partnership interest is exchangeable;

   -- 25,847,772 shares of Class A Common Stock beneficially owned
      by the Virgin Group; and

   -- 14,133,918 shares of Class A Common Stock beneficially owned
      by SK Telecom.

Sprint Ventures, the Virgin Group and SK Telecom may be deemed to
share beneficial ownership of the shares as a result of being
parties to the Amended and Restated Stockholders Agreement.

                   About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

As reported in The Troubled Company Reporter on Aug. 18, 2008, at
June 30, 2008 financial and operational results, the company's
balance sheet showed total assets of $255.1 million and total
liabilities of $656.1 million, resulting in a $400.9 million
stockholders' deficit.


WASHINGTON MUTUAL: JPMorgan Buys Banking Operations for $1.9BB
--------------------------------------------------------------
JPMorgan Chase acquired the banking operations of Washington
Mutual Bank in a transaction facilitated by the Federal Deposit
Insurance Corporation.  All depositors are fully protected and
there will be no cost to the Deposit Insurance Fund.

"For all depositors and other customers of Washington Mutual Bank,
this is simply a combination of two banks," said FDIC Chairman
Sheila C. Bair.  "For bank customers, it will be a seamless
transition.  There will be no interruption in services and bank
customers should expect business as usual come Friday morning."

JPMorgan Chase acquired the assets, assumed the qualified
financial contracts, and made a payment of $1.9 billion.  Claims
by equity, subordinated and senior debt holders were not acquired.

"WaMu's balance sheet and the payment paid by JPMorgan Chase
allowed a transaction in which neither the uninsured depositors
nor the insurance fund absorbed any losses," Ms. Bair said.

Washington Mutual Bank also has a subsidiary, Washington Mutual
FSB, Park City, Utah.  They have combined assets of $307 billion
and total deposits of $188 billion.

Thursday evening, Washington Mutual was closed by the Office of
Thrift Supervision and the FDIC named receiver.

Dan Fitzpatrick, Robin Sidel, and David Enrich at The Wall Street
Journal earlier reported that Washington Mutual executives and
directors are considering alternatives to a planned sale of its
assets.

WSJ said that the alternatives could include raising additional
capital possibly with assistance from federal regulators, but
declining housing prices and deepening tumult in the U.S.
financial system have made it much harder to attract outsider
investors.

According to WSJ, a source said that bidders for WaMu assets
include Citigroup Inc., J.P. Morgan Chase & Co., Wells Fargo &
Co., and Banco Santander SA of Spain.  WSJ states that WaMu's
expected $19 billion loss on its mortgage portfolio over the next
two and a half years has been a major stumbling block to the
closure of a deal.  

WSJ reported that some  would-be bidders favor a government-
assisted takeover.  The Federal Deposit Insurance Corp. would
seize control of WaMu's banking unit and then sell its deposits to
another bank, WSJ said.  The buyer, according to WSJ, could pick
the branches and assets it wanted to purchase along with WaMu's
deposits, leaving the government to grapple with "riskier
leftovers."

Melissa Allison at The Seattle Times said that before WaMu can
attract a buyer or more capital, it will probably have to wait for
details about a mortgage rescue by the government, specifically on
how many bad loans it might unload.

According to Seattle Times, bank analyst Howard Shapiro doubts
WaMu will find a buyer without a mortgage-bailout plan.  "When
there's clarity about how and when WaMu can dispose of troubled
mortgage assets, you'll see suitors start to line up," WSJ quoted
Mr. Shapiro as saying.

Ladenburg Thalmann bank analyst, Richard Bove, believes that the
government is urging WaMu to sell, Seattle Times states.  Mr.
Bove, according to Seattle Times, said that the government will
assist a sale and it does not matter whether that money comes from
the Federal Deposit Insurance Corp funds or a new bailout plan.

                          About JPMorgan

JPMorgan Chase & Co. is a financial holding company.  JPMorgan
Chase's principal bank subsidiaries are JPMorgan Chase Bank,
National Association, a national banking association with branches
in 17 states, and Chase Bank USA, National Association, a national
bank that is the Company's credit card issuing bank.  JPMorgan
Chase's principal non-banking subsidiary is J.P. Morgan Securities
Inc., its United States investment banking firm.  The bank and
non-bank subsidiaries of JPMorgan Chase operate nationally, as
well as through overseas branches and subsidiaries, representative
offices and subsidiary foreign banks.

                          About Federal Deposit

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,451 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed.  The FDIC receives no federal tax dollars
-– insured financial institutions fund its operations.

                   About Washington Mutual Inc.

Washington Mutual Inc. (NYSE: WM) -- http://www.wamu.com/-- is a  
consumer and small business banking company with operations in
United States markets. The Company is a savings and loan holding
company.  It owns two banking subsidiaries, Washington Mutual Bank
and Washington Mutual Bank fsb, as well as numerous non-bank
subsidiaries.  The company operates in four segments: the Retail
Banking Group, which operates a retail bank network of 2,257
stores in California, Florida, Texas, New York, Washington,
Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada,
Utah, Idaho and Connecticut; the Card Services Group, which
operates a nationwide credit card lending business; the Commercial
Group, which conducts a multi-family and commercial real estate
lending business in selected markets, and the Home Loans Group,
which engages in nationwide single-family residential real estate
lending, servicing and capital markets activities.

As reported in the Troubled Company Reporter on Sept. 16, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WaMu to 'BB-/B' from 'BBB-/A-3'.

As reported by the TCR on Sept. 22, Fitch Ratings placed the
ratings of Washington Mutual, Inc. ('BBB-/F3'), Washington Mutual
Bank ('BBB/F3') and related entities on Rating Watch Evolving.  
This action reflects recent market developments, specifically, the
waiver by WaMu's largest investors of the price reset rights under
their investment agreement and warrants associated with their June
2008 capital investments.


WASHINGTON MUTUAL: Fitch Chips LT Issuer Default Rating to 'B-'
---------------------------------------------------------------
There is an increased likelihood of a partial sale of Washington
Mutual, Inc. leading to greater uncertainty for debt holders,
according to Fitch Ratings, which has downgraded WaMu's long-term
Issuer Default Rating to 'B-' from 'BBB-' and placed WaMu and
subsidiaries on Rating Watch Evolving.

Fitch has also downgraded and placed on Rating Watch Evolving the
bonds issued by WM Covered Bond Program to 'BBB+' from 'AA'.  

The multiple notch downgrades reflect the heightened uncertainty
associated with WaMu's debt obligations in light of the difficult
market conditions and increasingly limited options to bolster
capital.  Last week, TPG Capital and related entities waived their
price reset rights under their investment agreement and warrants
associated with their June 2008 capital investment, clearing the
way for a potential transaction.  However, increasingly difficult
market conditions render potential solutions more challenging,
particularly without some form of assistance.

Scenarios involving the sale of parts of WaMu appear more likely
than a merger at this time.  Fitch believes that WaMu's retail
branch network, with its strong market share on the west coast and
in Florida, along with a growing presence in New York City,
remains very attractive to a number of stronger financial
institutions.  WaMu's loan portfolio remains a concern to
potential buyers due to high levels of delinquencies and uncertain
housing price trends.  In any scenario other than a merger, buyers
would be most attracted to the retail banking operations of the
bank, including WaMu's approximately $140 billion in core
deposits; the holding company's only significant assets are cash
and its equity investment in the bank.

As a result, any partial sale would likely be detrimental to
WaMu's holding company creditors and potentially to unsecured debt
holders at the bank level because they are effectively
subordinated to depositors and the considerable amount of secured
financing (including Federal Home Loan Bank Advances, Covered
Bonds, and Federal Reserve borrowings).  While a combination with
a stronger banking organization remains possible, and would result
in an improvement in the credit position of WaMu's creditors, the
exceedingly high level of general market uncertainty at the
present time makes a merger significantly less likely at this
time.

WM Covered Bonds:

The downgrade of Washington Mutual Bank, which acts as a debtor of
the mortgage bonds securing the debt issued by WM Covered Bond
Program leads to a downgrade of WMCBP outstanding debt to 'BBB+'
from 'AA'.  The combination of WMB current IDR of 'BB-' and of
Fitch's assessment of the risk of an interruption of payment on
the covered bonds upon an insolvency of WMB limits the maximum
rating the covered bonds can reach to 'BBB+'.  The current maximum
asset percentage of 67% is deemed sufficient to withstand a 'BBB+'
stress scenario.

Fitch has downgraded and placed these ratings on Rating Watch
Evolving:

Washington Mutual Inc.
  -- Long-term IDR to 'B-' from 'BBB-';
  -- Senior debt to 'B-' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Short-term debt to 'B' from 'F3';
  -- Subordinated debt to 'CCC' from 'BB+';
  -- Preferred stock to 'CC' from 'BB-';
  -- Individual to 'E' from 'C/D'.

Washington Mutual Bank
  -- Long-term IDR to 'BB-' from 'BBB';
  -- Long-term deposits to 'BBB-' from 'BBB+';
  -- Senior debt to 'B' from 'BBB';
  -- Subordinated debt to 'B-' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Short-term deposits to 'F3' from 'F2'.
  -- Individual to 'D/E' from 'C'.

Bank United FSB
  -- Subordinated debt to 'B-' from 'BBB-'.

Bank United Corp.
  -- Subordinated debt to 'CCC' from 'BB+'.

Providian Financial Corp
  -- Senior debt to 'B-' from 'BBB-'.

Providian National Bank
  -- Long Term Deposits to 'BBB-' from '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 to 'CC' from 'BB-'.

Washington Mutual Capital I
Providian Capital I
  -- Trust Preferred to 'CC' from 'BB-'.

These ratings are unchanged:

Washington Mutual Inc.
  -- Support at '5';
  -- Support Floor at 'NF'.

Washington Mutual Bank
  -- Support at '3';
  -- Support Floor at 'BB-'.


WASHINGTON MUTUAL: DBRS Cuts Issuer & Senior Debt Rating to 'B'
---------------------------------------------------------------
DBRS has downgraded the Issuer & Senior Debt rating of Washington
Mutual, Inc. (WaMu, the Holding Company or the Company) to B from
BB.  Concurrently, DBRS has confirmed the BBB(low) Deposit &
Senior Debt rating of Washington Mutual Bank.  The trend on the
Bank's ratings remain Negative, however, the ratings of the
Holding Company have been placed Under Review with Negative
Implications.

The ratings action reflects DBRS's view that the current market
events have continued to reduce the Company's flexibility, should
it need to protect its core retail bank franchise.  Exacerbating
these concerns is the continued uncertainty as to the form and
execution of the proposed troubled asset relief program currently
before the United States Congress.  While this program could well
be positive for WaMu, it has significantly elevated uncertainty
until the program takes its final form.

Moreover, DBRS is concerned that the ongoing capital market
disruptions have reduced WaMu's ability to generate additional
capital.  Given the current economic environment, the further
declines in home prices and suppressed capital market activity,
DBRS believes that risk has increased meaningfully at the Holding
Company.  This opinion has led DBRS to take negative rating
actions on all securities at the Holding Company level.

The confirmation of the Bank's investment grade Deposit & Senior
Debt rating reflects DBRS's view that Washington Mutual's retail
banking franchise remains attractive and largely intact despite
the current market environment.


WASHINGTON MUTUAL: Moody's Trims Ratings on Class D Certs. to Ba2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on 5 classes
of credit card receivable-backed securities issued through the
Washington Mutual Master Trust.  The rationale for this rating
action is identical to that provided for the September 15
downgrade of 26 other classes of notes issued from the Washington
Mutual credit card trusts.  The 5 classes of certificates
referenced in ratings action, were inadvertently omitted from the
press release issued on September 15.

The complete rating actions are:

Issuer: Washington Mutual Master Trust

  -- Class D Certificates, Variable Funding Series 2004-G,
     downgraded to Ba2 from Baa2

  -- Class A Certificates, Variable Funding Series 2007-A,
     downgraded to A1 from Aaa

  -- Class B Certificates, Variable Funding Series 2007-A,
     downgraded to A3 from Aa2

  -- Class C Certificates, Variable Funding Series 2007-A,
     downgraded to Baa3 from A2

  -- Class D Certificates, Variable Funding Series 2007-A,
     downgraded to Ba2 from Baa2


WASHINGTON MUTUAL: Moody's Lowers Ratings on 26 Classes of Trust
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on 26 classes
of credit card receivable-backed securities issued through the
Washington Mutual Master Note Trust and the Washington Mutual
Master Trust.  The rating action concludes the review that began
on June 9, 2008.

Rationale

The downgrades were prompted by a further weakening of the Trust's
seller/servicer, Washington Mutual Bank, and Moody's view that
that the current economic environment makes certain risk elements
of WaMu's credit card program more vulnerable to significant
performance deterioration.  Specifically, Moody's believes WaMu's
focus on sub- and near-prime credit card originations and the
Trust's collateral concentration in states which have been
particularly hard hit by the housing-led economic downturn pose
incremental credit risk to noteholders.  The new rating levels
incorporate the risks associated with Moody's view that there is
now a higher degree of likelihood that the card portfolio will
become unprofitable.  Moody's analysis considered the increased
potential that further deterioration in performance could
constrain access to funding and that the economic viability of the
credit card program could be diminished.

Downgrade of the Bank

On September 11, 2008, Moody's downgraded the long-term deposit
and issuer ratings of the Bank to Baa3 from Baa2, and the short-
term rating to Prime-3 from Prime-2.  The outlook is negative.  
Moody's said the downgrade resulted from WaMu's reduced financial
flexibility, deteriorating asset quality, and expected franchise
erosion as the bank continues to face adverse performance across
its asset base.  Its ability to deal with this issue is
constrained by prospective earnings that are inadequate to restore
or attract capital.  This has complicated WaMu's ability to access
external capital.  Further, as a result, its funding sources have
become more concentrated.

Collateral Performance Deterioration

The performance of the underlying receivables in the Trust is
generally characterized by charge-off rates and yield that exceed
industry averages and a payment rate that is lower than the
industry average.  As of July 2008, the Trust had a three-month
average excess spread margin of approximately 4.5%, compared to
the industry average, which was approximately 6.7% in July.

Looking ahead, Moody's expects further deterioration in some of
the key collateral performance metrics.  Consequently, Moody's has
revised its expected net charge-off rate range for the Trust to
14% - 16% from 10% - 12% and its expected principal payment rate
range to 6.5% - 8.5% from 8% - 10%.

The complete rating actions are:

Issuer: Washington Mutual Master Note Trust

  -- $775,000,000 Floating Rate Class 2005-A2 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $125,000,000 Floating Rate Class 2005-M2 Asset Backed Notes,
     downgraded to A3 from Aa2

  -- $150,000,000 Fixed Rate Class 2005-B2 Asset Backed Notes,
     downgraded to Baa3 from A2

  -- $150,000,000 Floating Rate Class 2005-C2 Asset Backed Notes,
     downgraded to Ba2 from Baa2

  -- $900,000,000 Floating Rate Class 2006-A1 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $750,000,000 Floating Rate Class 2006-A2 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $1,250,000,000 Floating Rate Class 2006-A3 Asset Backed
     Notes, downgraded to A1 from Aaa

  -- $500,000,000 Floating Rate Class 2006-A4 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $300,000,000 Floating Rate Class 2006-M1 Asset Backed Notes,
     downgraded to A3 from Aa2

  -- $200,000,000 Fixed Rate Class 2006-B1 Asset Backed Notes,
     downgraded to Baa3 from A2

  -- $200,000,000 Floating Rate Class 2006-C1 Asset Backed Notes,
     downgraded to Ba2 from Baa2

  -- $150,000,000 Floating Rate Class 2006-C2 Asset Backed Notes,
     downgraded to Ba2 from Baa2

  -- $200,000,000 Floating Rate Class 2006-C3 Asset Backed Notes,
     downgraded to Ba2 from Baa2

  -- $1,100,000,000 Floating Rate Class 2007-A1 Asset Backed
     Notes, downgraded to A1 from Aaa

  -- $875,000,000 Floating Rate Class 2007-A2 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $425,000,000 Fixed Rate Class 2007-A4 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $200,000,000 Floating Rate Class 2007-A5 Asset Backed Notes,
     downgraded to A1 from Aaa

  -- $150,000,000 Fixed Rate Class 2007-B1 Asset Backed Notes,
     downgraded to Baa3 from A2

  -- $125,000,000 Floating Rate Class 2007-C1 Asset Backed Notes,
     downgraded to Ba2 from Baa2

  -- Class 2005-D2 Variable Funding Asset Backed Notes, downgraded
     to B3 from Ba3

  -- Class 2007-C2 Variable Funding Asset Backed Notes, downgraded
     to Ba2 from Baa2

Issuer: Washington Mutual Master Trust

  -- Class E Certificates, Variable Funding Series 2004-G,
     downgraded to B3 from Ba3

  -- Class A Certificates, Variable Funding Series 2007-B,
     downgraded to A1 from Aaa

  -- Class B Certificates, Variable Funding Series 2007-B,
     downgraded to A3 from Aa2

  -- Class C Certificates, Variable Funding Series 2007-B,
     downgraded to Baa3 from A2

  -- Class D Certificates, Variable Funding Series 2007-B,
     downgraded to Ba2 from Baa2

Washington Mutual Bank is a wholly-owned subsidiary of Washington
Mutual, Inc. (Ba2) headquartered in Seattle, Washington.  As of
June 30, 2008 Washington Mutual, Inc. had reported assets of
$310 billion.


WASHINGTON MUTUAL: S&P Junks Preferred Stock and Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Washington Mutual Inc. to 'CCC/C' from 'BB-/B'.  At the
same time, S&P affirmed the 'BBB-/A-3' counterparty credit rating
on Washington Mutual Bank because of the breadth of its retail
franchise.
     
"The downgrade was due to the increased likelihood that a
potential sale of the company may not involve the whole company,
which increases the risk of default for holding company
creditors," said Standard & Poor's credit analyst Victoria Wagner.
     
S&P also lowered the preferred stock rating to 'CC' from 'B-' to
reflect the incremental risk of default of these securities.  The
outlook remains negative.
     
According to press reports, banking regulators could be
intervening in the potential sale of WAMU.  Depending on how a
purchase transaction is structured, it is possible that the
company may not be acquired in its entirety.  If this is the case,
holding company creditors face losses, because the assets at the
holding company are not sufficient to cover the full repayment of
the $14.4 billion of rated unsecured debt outstanding
($4.1 billion of senior debt, $1.6 billion of subordinated debt,
and $8.65 billion of capital securities).
     
WAMU's only operating subsidiary is the thrift.  Given the
stresses facing the broader U.S.-based financial institutions
sector, the available pool of large bank acquirers that are not
capital constrained or devoid of their own mortgage credit stress
is quite small, raising the possibility that the purchase may be
only partial.  As of June 30, Washington Mutual Bank had total
assets of $307 billion, total deposits of $188 billion, and Tier 1
core capital of $21.2 billion (Tier 1 risk-based capital 8.4% and
tangible equity of 7.02%).
     
S&P will continue to monitor the developments surrounding WAMU,
both in terms of its financial fundamentals and its potential sale
and the structure of such sale.  S&P may revise the outlook to
developing if it receives more definitive news regarding the final
terms of a sales transaction and the potential benefit that
Treasury's new bailout plan may offer to WAMU as an independent
company.


WAVE SYSTEMS: To Sell Series I Convertible Preferred Stock
----------------------------------------------------------
Wave Systems Corp. disclosed in a Securities and Exchange
Commission filing that on Sept. 11, 2008, it entered into
Subscription Agreements with certain purchasers pursuant to which
Wave will sell a total of 172 shares of Series I Convertible
Preferred Stock, par value $0.01 per share, for an aggregate
purchase price of approximately $756,800.  

Each share of the Preferred Stock will be convertible into 10,000
shares of Class A Common Stock, par value $0.01 per share:

   -- at the election of the holder thereof at any time; or

   -- automatically on the date on which the average closing price
      per share of Common Stock for the 15 consecutive trading day
      period then ended equals or exceeds $1.10.  

Dividends will accrue at 8% per annum, payable every six months
initially in either cash or in shares of Common Stock at a rate
equal to $.44 per share of Common Stock.  After five years, such
regular dividend payments must be made in cash.  The Preferred
Stock would participate on an as converted basis with respect to
any dividends paid in respect of the Common Stock.  There will be
no anti-dilution protection (other than proportionate adjustments
for stock splits and similar events).  

Prior to conversion, the Preferred Stock will have no voting
rights other than consent rights in respect of modifications to
the terms of the Preferred Stock.  The Preferred Stock (including
the shares issuable upon conversion of the Preferred Stock) are to
be drawn-down off of a shelf registration statement declared
effective by the Securities and Exchange Commission on June 23,
2008.  

On Sept. 11, 2008, Security Research Associates, Inc. entered into
a placement agency agreement with Wave in which they agreed to act
as placement agent in connection with this offering.  In
connection with this offering, Wave agreed to pay the Placement
Agent a cash fee of $45,408 -- 6% of the gross proceeds paid to
Wave in connection with this offering -- and will issue to the
Placement Agent a warrant to purchase up to 103,200 shares of
Common Stock at an exercise price of $0.50 per share.  The warrant
is exercisable for 12 months beginning on the 180th day after the
issuance of the warrant.  The Placement Agent has no obligation to
buy any Common Stock from the company.

                        About Wave Systems

Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX)
-- http://www.wave.com/-- provides software to help solve   
critical enterprise PC security challenges such as strong
authentication, data protection, network access control and the
management of these enterprise functions.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2008,
KPMG LLP, in Boston, expressed substantial doubt about Wave
Systems 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 recurring losses from operations and accumulated
deficit.


WENTWORTH ENERGY: Malone & Bailey Appointed as New Accountants
--------------------------------------------------------------
Wentworth Energy Inc. disclosed in a Securities and Exchange
Commission filing that on Sept. 9, 2008, Hein & Associates LLP,
Certified Public Accountants of Dallas, Texas resigned as
Wentworth Energy's principal independent accountants and Malone &
Bailey, PC, Certified Public Accountants of Houston, Texas were
appointed in their place.

The former principal accountants' reports on the financial
statements for the years ended Dec. 31, 2006, and Dec. 31, 2007,
contained no adverse opinions, disclaimers of opinion, nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles, except that their report for each such year
expressed substantial doubt about the company's ability to
continue as a going concern.

The appointment of the new accountants was recommended by the
company's audit committee and approved by its board of directors.

During the years ended Dec. 31, 2006, and Dec. 31, 2007 and the
interim period preceding their resignation, there were no
disagreements with the former accountants on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of the former accountants,
would have caused them to make reference to the subject matter of
the disagreements in connection with their reports.

                      About Wentworth Energy

Headquartered in Palestine, Texas, Wentworth Energy Inc. (OTC BB:
WNWG) -- http://www.wentworthenergy.com/-- is an independent     
exploration and production company focused on developing North
American oil and natural gas reserves.  The company owns a 27,557-
acre mineral block in east central Freestone County and west
central Anderson County in the active East Texas Basin, as well as
an active oil and gas contract drilling company, Barnico Drilling
Inc., which has serviced East Texas drilling demand since the late
1970s.   
                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
aobut Wentworth Energy Inc.'s ability to continue as a going  
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's significant recurring losses from
operations and working capital deficiency.

Wentworth Energy's balance sheet at March 31, 2008, showed total
assets of $41,005,206 and total liabilities of $39,338,109,
resulting in a stockholders' deficit of $1,667,097.


WESTAFF INC: Westaff USA Unit Receives $1MM Loan from DelStaff LLC
--------------------------------------------------------
Westaff, Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 3, 2008, Westaff (USA), Inc., a wholly owned
subsidiary, Westaff Support, Inc. and MediaWorld International,
wholly owned subsidiaries of Westaff (USA), were advanced a loan
in an aggregate principal amount of $1,000,000 from DelStaff, LLC
under a loan agreement of Aug. 25, 2008 .

John R. Black, Michael R. Phillips and Michael T. Willis, members
of the company's board of directors, are managers of DelStaff, LLC
and also hold positions with H.I.G. Capital, L.L.C., which is an
affiliate of DelStaff, LLC.

                       About Westaff Inc.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and   
employment opportunities for businesses in global markets.  
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                          *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.


WESTAFF INC: Price Rule Breach Spurs Nasdaq Delistment Warning
--------------------------------------------------------------
Westaff, Inc. disclosed in a Securities and Exchange Commission
filing that on Sept. 10, 2008, it received a letter from The
Nasdaq Stock Market indicating that, for the last 30 consecutive
business days prior to the date of the letter, the bid price of
Westaff's common stock had closed below the minimum $1.00 per
share requirement for continued inclusion under Nasdaq Marketplace
Rule 4450(a)(5).  As of Sept. 16, 2008, Westaff's common stock has
not been delisted and continues to be listed on the Nasdaq Global
Market.

In accordance with Nasdaq Marketplace Rule 4450(e)(2), Westaff has
180 calendar days from the date of the Nasdaq letter, or until
March 9, 2009, for the bid price of its common stock to close at
$1.00 per share or more for a minimum of 10 consecutive business
days to regain compliance.

In the event that Westaff does not regain compliance by
March 9, 2009, Nasdaq will provide notice to Westaff that its
common stock will be delisted.  At that time, Westaff would be
permitted to appeal Nasdaq's determination to delist Westaff's
common stock to a Nasdaq Listing Qualifications Panel.

Alternatively, Nasdaq Marketplace Rule 4310(c) may permit, upon
approval by Nasdaq, Westaff to transfer its common stock to the
Nasdaq Capital Market if Westaff's common stock satisfies all
criteria, other than compliance with the minimum bid price rule,
for initial inclusion on such market.  In the event of such a
transfer, the Nasdaq Marketplace Rules provide that Westaff would
be afforded an additional 180 calendar days to comply with the
minimum closing bid price rule while listed on the Nasdaq Capital
Market.

                       About Westaff Inc.

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and   
employment opportunities for businesses in global markets.  
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                          *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.


WHITEHALL JEWELERS: Files Amended Schedules of Assets & Debts
-------------------------------------------------------------
Whitehall Jewelers, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                
  B. Personal Property           $246,571,775
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $112,707,780
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $9,998,822
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $53,988,316
                                  -----------    -----------
     TOTAL                       $246,571,775   $173,694,918

                    About Whitehall Jewelers  

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings
Inc. -- http://www.whitehalljewellers.com/-- owns and operates     
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the brand
names Whitehall Jewellers, Marks Bros.  Jewellers and Lundstrom
Jewellers.  The Debtors' retail stores operate under the names
Whitehall (271 locations), Lundstrom (24 locations), Friedman's
(56 locations, and Crescent (22 locations).  As of June 23, 2008,
the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.  
Epiq Bankruptcy Solutions LLC is their claims, noticing and
balloting agent.

When the Debtors filed for protection against their creditors,
they listed total assets of $207,100,000 and total debts of
$185,400,000.


WHITNEY LAKE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Whitney Lake, LLC
        3069 Sugarberry Ln
        Johns Island, SC 29455

Bankruptcy Case No.: 08-05729

Type of Business: The Debtor is a townhome subdivision developer.
                  See: http://www.whitneylake.com/

Chapter 11 Petition Date: September 11, 2008

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Kevin Campbell, Esq.
                  kcampbell@campbell-law-firm.com
                  Campbell Law Firm, P.A.
                  PO Box 684
                  890 Jonnie Dodds Blvd.
                  Mt. Pleasant, SC 29465
                  Tel: (843) 884-6874

Estimated Assets: $22,807,654

Estimated Debts: $21,197,259

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Tabares Inc.                   trade debt;           $1,052,884
285 Highway 418 Ste. F         unsecured: $1,052,884
Fountain Inn, SC 29644

VNS Corporation                trade debt;           $700,526
PO Box 1659                    unsecured: $700,526
Vidalia, GA 30475

Three Oaks Construction Inc.   trade debt;           $340,628
3761 Angel Oak Road            unsecured: $340,628
Johns Island, SC 29455

L&M Electric Inc.              trade debt;           $255,168
2567 Oscar Johnson Dr.         unsecured: $255,168
North Charleston, SC 29405

Falapco LLC                    trade debt;           $206,782
                               unsecured: $206,782

Thomas & Hutton Engineering    trade debt;           $196,815
Ci                             unsecured: $196,815

Landdesign Inc.                trade debt;           $175,287
                               unsecured: $175,287

Platt's Heating & Air Inc.     trade debt            $142,496

Banks Construction             trade debt            $140,246

M&J Siding                     trade debt;           $135,678
                               unsecured: $135,678

Van Smith Concrete Co.         trade debt;           $133,489
                               unsecured: $133,489

Galicia Concrete Inc.          trade debt            $114,245

Republic National Industries   trade debt            $107,468

Blanchard Machinery Company    trade debt            $101,468

Adams Outdoor Advertising                             $98,325

Brandon Advertising & Public                          $94,846
Relation

Stock Building Supply Inc.                            $67,036


WINDY CITY: Files Amended Plan of Reorganization in Arizona
-----------------------------------------------------------
Windy City Group LLC delivered to the U.S. Bankruptcy Court for
the District of Arizona its First Amended Plan of Reorganization.

                  Means for Execution of the Plan

The Debtor will provide funding for the Plan and for its
operations from the sale of assets and by cash infusions during
the pendency of these proceedings as contemplated in the Plan and
Disclosure Statement.  Proceeds from the sale of assets will be
the amount remaining from a sale after all debt encumbered by the
asset sold has been paid in full.  Cash infusions are the amount
added to the operating account of the Debtor-in-Possession,
including that portion of the proceeds of a sale equal to the
amount paid outside the Plan to a creditor secured by the asset
sold.

                        Treatment of Claims

Class 1 Claimants, which consist of allowed administrative costs
and expenses, will be paid their allowed claims in full.  Class 1
claims may be paid in whole or part on the Effective Date if the
Court determines that available funds are adequate for that
purpose.  Class 1 claims may be subordinated in whole or part to
other claims by consent or order of the Court.

Allowed Class 2 claims, consisting of allowed superpriority
administrative claims, will be paid ahead of all other claims from
all unencumbered assets as soon as practicable and authorized by
the Court if stay relief is granted by the Court as to the
collateral securing Class 4 claims, or if this Chapter 11 case is
converted to a Chapter 7 proceeding.  Otherwise, these claims will
be paid in the treatment of Class 4 claims and interests, except
that Class 2 claims may be paid from the proceeds of a sale of the
Class 4 collateral ahead of any creditor secured by that
collateral.

Class 3 Claims consist of all allowed secured claims, including:

   a) real property tax claims,

   b) the claims of any other governmental units,

   c) the claims of Maritime Savings Bank, which are secured by
      Debtor's two spec homes on North Foothills Manor Drive in
      Paradise Valley, Arizona, and valued at approximately
      $5,000,000 each, and

   d) the claim of Compass Bank secured by Debtor's 2006 Mercedes
      Benz automobile,

all of which are oversecured and are guaranteed by or held by
Debtor's equity holder and his spouse.

Class 3 Claims will be deemed reaffirmed by confirmation of the
Plan and paid outside the Plan according to the applicable
contract by the non-debtor guarantors of the indebtedness.  The
postpetition amounts paid upon such indebtedness will become a
Class 2 claim in favor of the payor.  In the event an asset
securing a Class 3 claim is sold, the claim secured by the asset
will attach to the proceeds and be paid in full from the proceeds
of sale.

Allowed Class 4 Claims, which consist of real property taxes and
any other claim of a government unit secured by Debtor's 30.47
acre parcel of raw land in Carefree, Arizona, and having priority
over the secured claim of Stearns Bank, may be paid outside the
plan by the Debtor's equity holders, in which event the
postpetition amount so paid will become a Class 2 claim in favor
of the payor.  The amount of any allowed Class 4 claim not so paid
will be paid in full from the proceeds of sale of the property
securing the claim.

The Class 5 Claim, which consists of the allowed secured claim of
Stearns Bank Arizona that is secured by Debtor's 30.47 acre parcel
of raw land in Carefree, Arizona, will receive these treatment:

* Allowed Amount

Debtor will file an objection to the claim.  Nick and Debra
Partain will assign the Debtor any and all claims they may have
against Stearns Bank, and such claims will be incorporated into
Debtor's objection as a set-off.  The objection will also ask the
Court to exclude default penalties and interest.  The allowed
amount of the Claim, including the amount of applicable rate of
interest will be that amount determined by the Court.

* Improvement and Sale of Collateral

Debtor will improve the Stearns Bank collateral into 9 residential
lots and shall market each for sale as they are improved.  The
lots of lowest value and altitude shall be improved first.  From
the sale of each lot, Stearns shall receive 1/9th of the principal
plus all remaining accrued interest divided by the total number of
lots remaining before the sale (e.g. 1/9th of the total accrued
interest due would be paid upon the first sale, 1/8th of the
accrued interest then due would be paid upon the second sale,
1/7th of the accrued interest then due would be paid upon the
third sale, ad nauseum).

* Sale of Entire Project

Debtor has listed or shall list the entire parcel securing the
Stearns Bank Class 4 claim for sale with a commercial real estate
broker chosen by or acceptable to Stearns Bank.  No sale shall
close except upon the approval of the Bankruptcy Court, or if
Court approval is not required, then by both Stearns and the
Debtor.  The proceeds of any sale, to the extent they are
adequate, will be disbursed from escrow as follows:

   i) First, to any then existing debt secured by the property and
      having priority over the lien of Stearns Bank, including
      that portion of Class 2 claims based upon a cash infusion
      directly improving and enhancing the value of the
      collateral.

  ii) Second, to Stearns Bank in the amount of its allowed claim,
      including interest at the contract rate.

iii) Third, to all remaining creditors and equity holders in
      order of priority and consistent with the absolute priority
      rule.

Allowed Class 6 claims, which consist of unsecured priority taxes
of the Debtor, including capital gains taxes incurred by virtue of
the sale of Debtor's real property shall be paid from the net
proceeds of the sale of Debtor's assets after all assets of the
Debtor are sold and after all claims of higher priority are paid
in full.

Allowed Class 7 claims, which consist of all other allowed claims
against the Debtor, including any and all unsecured claims, will
be paid from the net proceeds of the sale of Debtor's assets after
all assets of the Debtor are sold and after all claims of higher
priority are paid in full.

Class 8 claims, which consist of any and all equity interests in
Debtor, namely the interest of equity holder Nick Partain and the
interest of Debra Partain, his spouse, will retain their equity
interests and will be paid from the net proceeds of the sale of
Debtor's assets after all assets of the Debtor are sold and after
all claims of higher priority are paid in full.

A full-text copy of the First Amended Plan of Reorganization is
available for free at http://researcharchives.com/t/s?32d1

                         About Windy City

Scottsdale, Arizona-based Windy City Group LLC filed for Chapter
11 protection on June 18, 2008 (Bankr. D. Ariz. Case No.
08-07274).  Tim Coker, Esq., at the Coker Law Office, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed assets of $10 million
to $50 million, and debts of $10 million to $50 million.


WORLD HEART: Shares to Continue Trading on NASDAQ Capital Market
----------------------------------------------------------------
World Heart Corporation disclosed in a Securities and Exchange
Commission filing that on Sept. 11, 2008, following a review by a
NASDAQ Listing Qualifications Panel, NASDAQ has determined that
the company's common stock will continue to be listed on The
Nasdaq Capital Market.  

Additionally, on Sept. 9, 2008, WorldHeart received a letter from
the NASDAQ stating that the company has regained compliance with
the requirement to have a minimum market value of publicly held
shares of $1,000,000 for at least 10 consecutive trading days as
required by the The Nasdaq Capital Market pursuant to Marketplace
Rule 4310(c)(7).

On June 25, 2008, the company received a staff deficiency letter
from the NASDAQ informing the company that for the previous 30
consecutive trading days it had not maintained the minimum market
value of publicly held shares of $1,000,000 and that the company
had 90 calendar days, or until Sept. 23, 2008, to regain
compliance. That matter is now closed.

                      About World Heart Corp.

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

World Heart Corp.'s consolidated balance sheet at June 30, 2008,
showed $2,394,260 in total assets and $9,819,747 in total
liabilities, resulting in a $7,425,487 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,323,363 in total current assets
available to pay $3,819,747 in total current liabilities.

The company reported a net loss of $3,049,673 on revenue of
$535,534 for the second quarter ended June 30, 2008, versus a net
loss of $4,476,681 on revenue of $848,594 in the comparable period
a year ago.


YOUNG BROADCASTING: Gets NASDAQ Panel's Okay to Transfer Listing
----------------------------------------------------------------
On Sept. 8, 2008, Young Broadcasting Inc. received approval from
the NASDAQ Hearings Panel to transfer the listing of the company's
common stock from The NASDAQ Global Market to The NASDAQ Capital
Market, effective September 10, 2008.  The Company will continue
to trade under the symbol "YBTVA."

The NASDAQ Capital Market is a continuous trading market that
operates in the same manner as The NASDAQ Global Market. The
NASDAQ Capital Market includes the securities of approximately 450
companies. All companies listed on The NASDAQ Capital Market must
meet certain financial requirements and adhere to NASDAQ's
corporate governance standards.

On March 3, 2008, the NASDAQ staff notified the company that the
company's common stock was not in compliance with the NASDAQ
Marketplace Rule 4450(b)(3) which requires the company's publicly
held shares to have a market value of at least $15 million.  The
Listing Qualification Staff of The NASDAQ Stock Market notified
the company on June 3, 2008 that the company did not regain
compliance with NASDAQ Marketplace Rule 4450(b)(3).  

Additionally, the Listing Qualification Staff of The NASDAQ Stock
Market notified the company on August 14, 2008 that the company
was still not compliant with the $1.00 per share minimum bid price
requirement set forth in NASDAQ Marketplace Rule 4450(a)(5).  A
meeting between the company and the NASDAQ panel was held on July
31, 2008.  The Company requested that the NASDAQ panel transfer
the company's securities to the NASDAQ Capital Market and allow
the company to remain listed under an exception through November
28, 2008.  During this meeting, the company discussed a plan to
become compliant with the appropriate listing standards within the
stipulated time frame.  After considering the company's record and
history which was presented to the NASDAQ staff, the NASDAQ panel
approved the transfer of the company's common stock to the NASDAQ
Capital Market and granted a short extension of time to permit the
company to become compliant with all continued listing standards
of the NASDAQ Capital Market by or before November 28, 2008.

                     About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns 10 television stations   
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on New York City-based Young
Broadcasting Inc.  The corporate credit rating was lowered to
'CCC' from 'CCC+'.  The rating outlook is negative.  The company
had about $826 million of outstanding debt as of
June 30, 2008.


ZVUE CORPORATION: John Durham Appointed to Board of Directors
-------------------------------------------------------------
ZVUE Corporation disclosed in a Securities and Exchange Commission
filing that on Sept. 8, 2008, Bob Austrian left the Board of
Directors.  The company appointed John Durham to the Board
effective Sept. 8, 2008.

Mr. Durham has over 20 years of marketing and sales experience
specializing in digital media.  He previously served as President
of Sales & Marketing for Jumpstart Automotive Media; SVP, Business
Development for Carat Fusion; President and founder of Pericles
Consulting; President, Winstar Interactive Media.  Mr. Durham is a
Founder and Co-chairman of BIG, The Bay Area Interactive Group and
is a Professor of Marketing at the University of San Francisco.

Jeff Oscodar, ZVUE President and CEO, said "We are thrilled to
have someone with John's strong Internet advertising and marketing
experience to join the company's Board.  He brings a wealth of
business contacts and sales strategy expertise that will be useful
as we continue to execute on our business strategy. We are also
grateful to Bob for his efforts on behalf of our shareholders and
wish him well in his endeavors."

                         About ZVUE Corp.

Based in San Francisco, ZVUE Corporation (Nasdaq: ZVUE)
-- http://www.zvue.com/-- is a global digital entertainment    
company.  ZVUE(TM) personal media players are mass-market priced
and currently available for purchase online and in Wal-Mart stores
throughout the U.S.

                       Going Concern Doubt

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about ZVUE Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's net loss of $18,188,833 and net cash used
in operations of $12,156,127 for the year ended Dec. 31, 2007, and  
accumulated deficit of $41,218,007 at Dec. 31, 2007.

The company has incurred losses and negative cash flows from
operations and has an accumulated deficit at March 31, 2008, of
$48,777,000.

With the company's available cash of $4,614,000 at March 31, 2008,
and $3,673,000 available from a financing agreement with a related
party and the expected growth in its business, the company
believes that it will have sufficient funds and anticipated future
cash flows to continue in operation at least through the end of
2008.


* S&P: US Treasury Plan May Bring Financial Markets Back to Normal
------------------------------------------------------------------
The U.S. Treasury's promise to buy up to $700 billion of a variety
of troubled assets could mitigate the downward valuation cycle in
mortgage loans and securities and enable financial institutions to
restructure and recapitalize their balance sheets, according to a
report released by Standard & Poor's Ratings Services titled,
"Will The U.S. Treasury Plan Help Restore Normality To The
Financial Markets?"
     
If the plan is approved, during the next two years, the U.S.
Treasury will exchange newly issued Treasury notes for the
mortgage-related assets at a price that has yet to be determined.
The purchased assets will be managed by professional managers with
the ability to either dispose of the assets or hold them to
maturity.  This is a broad outline of the plan, which Congress
still needs to approve.  It could, therefore, change.
      
"If the plan can restore confidence in the accuracy of bank
balance sheets, we believe it would allow fixed-income investors
to focus again on fundamentals when analyzing these firms and
making investment decisions, not on the very real potential for
insolvency precipitated by the current marketplace volatility,"
said Standard & Poor's credit analyst Tanya Azarchs.


* S&P Says Downgrade Potential Soars to Three-Year High
-------------------------------------------------------
The potential downgrades count for this month rose to 758, an
increase of 11 issuers from last month, said an article published
by Standard & Poor's.  (Potential downgrades are entities that
have either a negative outlook or ratings on CreditWatch with
negative implications across rating categories 'AAA' to 'B-'.)  
The article, which is titled "Downgrade Potential Across Credit
Grades And Sectors (Premium)," says this is the highest potential
downgrade count of issuers since September 2005, demonstrating a
strong elevation of downgrade risk for entities all over the
world.
     
By comparison, September's count is 120 more than reported in the
same period a year ago and more than double the count of those
poised for potential upgrades.  "This continues the trend that
started last July, when the housing slowdown--coupled with large
bank write downs--helped dislocate the credit markets," said Diane
Vazza, head of Standard & Poor's Global Fixed Income Research
Group.
     
Compared with this time last year, the number of issuers poised
for downgrades nearly quintupled in the banking and brokerage
sectors and nearly doubled in the mortgage institution, finance
companies, and homebuilders/real estate sectors Housing and
financial sectors expectedly show the highest downgrade risk, with
forest products and building materials showing a negative bias of
41.3%, mortgage institutions at 40%, and savings and loans at
33.3%.  

Automotive also leads, with 36.8% of entities poised for a
negative rating action.


* S&P: Investment-Grade Composite Credit Spread Expands 302 Bps
---------------------------------------------------------------
Standard & Poor's U.S. investment-grade composite credit spread
widened to 302 basis points, a marginal increase from Monday's
figure and 48% wider than at the beginning of the year.  By rating
category, the 'BBB' spread widened by 7 bps to 356 bps, whereas
the 'AA' spread tightened by the same amount to 298 bps.
     
Standard & Poor's speculative-grade composite spread, on the other
hand, tightened to 841 bps, a 3-bp shift from Monday's figure,
largely driven by slight tightening in the 'B-' category
(currently at 919 bps).  The speculative-grade credit spread is
poised for continued volatility, commensurate with an escalation
in speculative-grade defaults over the course of this year.


* S&P Downgrades Ratings on 197 Classes from 19 U.S. ALT-A RMBS
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 197
classes from 19 U.S. Alternative-A residential mortgage-backed
securities transactions issued in 2004-2007.  S&P removed 134 of
the lowered ratings from CreditWatch with negative implications.  
The affected issuer shelves include Credit Suisse First Boston
Mortgage Securities Corp., MASTR Adjustable Rate Mortgage Trust,
MASTR Asset Backed Securities Trust, Merrill Lynch Mortgage
Investors Trust, and Lehman XS Trust.  In addition, S&P affirmed
89 ratings on these transactions, 28 of which S&P removed from
CreditWatch with negative implications.  
     
The downgrades, affirmations, and CreditWatch resolutions
incorporate the transactions' current and projected losses based
on the dollar amounts of loans currently in the delinquency,
foreclosure, and real estate owned pipelines, as well as S&P's  
projection of future defaults.  S&P also incorporated cumulative
losses to date in its analysis when determining rating outcomes.
     
The lowered ratings reflect S&P's belief that the amount of
available credit enhancement for the downgraded classes is not
sufficient to cover losses at the previous rating levels.  Severe
delinquencies amounted to approximately 20% of the current pool
balances for the majority of the transactions, and cumulative
losses to date were generally between 1.5% and 3.0% of the
original pool balances.  However, due to the deteriorating
performance of most of the transactions reviewed, along with the
current condition of the housing market, S&P is projecting
cumulative losses to increase significantly.  In addition, certain
senior classes that rely on certificate insurance were also
affected due to changes in the rating on the insurer.
     
The rating affirmations reflect sufficient credit enhancement to
support the ratings at their current levels.  Certain senior
classes also benefit from senior support classes that would bear
any applicable losses before they could affect the super-senior
certificates.
     
S&P considered the recent change in the financial condition of
Lehman Bros. Holdings Inc. (D/--/D) when evaluating certain
transactions.  In some cases, Lehman Brothers Holdings Inc. is the
guarantor for the derivative counterparty, Lehman Bros. Special
Financing Inc.  

However, the derivatives guaranteed by Lehman Bros. Holdings Inc.
fell under one or more of the following categories: 1) the
derivative is used specifically to cover basis risk shortfalls; 2)
the relationship between the strike rate and the forward rate
curve used in S&P's projections generally placed the trust in a
position of making payments to the counterparty for the duration
of the contract; and 3) the expiration period of the derivative
was in several months.  Thus, applicable cash flows from the
derivatives did not affect the ratings.

The subordination of more-junior classes within each structure
provides credit support for the affected transactions.  
Additionally, some structures use overcollateralization and excess
spread to absorb losses and accelerate payments to certain
securityholders.  Certain classes also utilize certificate
insurers for credit enhancement.  The collateral backing the
affected trusts originally consisted predominantly of Alternative-
A fixed- or adjustable-rate first-lien mortgage loans on one- to
four-family residential properties.
     
S&P monitors these transactions over time to incorporate updated
losses and delinquency pipeline performance to determine whether
the applicable credit enhancement features are sufficient to
support the current ratings.  S&P will continue to monitor these
deals and take additional rating actions as appropriate.

                          Rating Actions

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
VI-M-2     22541Q5B4     BBB-           A
C-B-4      22541Q5F5     B              BB
C-B-5      22541Q5G3     D              CCC

Lehman XS Trust
Series 2005-8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A4       525221DU8     A              AAA
1-M1       525221DV6     CCC            BBB/Watch Neg
1-M2       525221DW4     CCC            BB/Watch Neg
1-M3       525221DX2     CC             B/Watch Neg
1-M4       525221DY0     CC             CCC
1-M5       525221DZ7     D              CC
2-M1       525221EG8     BBB            AA/Watch Neg
2-M2       525221EH6     BB             AA/Watch Neg
2-M3       525221EJ2     B              A/Watch Neg
2-M4       525221EK9     CCC            BBB/Watch Neg
2-M5       525221EL7     CC             B/Watch Neg
2-M6       525221FL6     CC             CCC

Lehman XS Trust 2006-11
Series 2006-11
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A2       52522WAB5     A              AAA
1-A3       52522WAC3     A              AAA
1-A4       52522WAD1     B              AAA/Watch Neg
2-A1       52522WAE9     BB             AAA/Watch Neg
2-A-2      52522WAF6     B              AAA/Watch Neg
2-A3       52522WAG4     B              AAA/Watch Neg
2-A4       52522WAH2     B              AAA/Watch Neg
M-1        52522WAJ8     CCC            A/Watch Neg
M-2        52522WAK5     CCC            BBB/Watch Neg
M-3        52522WAL3     CCC            BB/Watch Neg
M-4        52522WAM1     CCC            B/Watch Neg
M-6        52522WAP4     CC             CCC
M-10       52522WAT6     D              CC

Lehman XS Trust 2006-17
Series 2006-17
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1       52523KAN4     AA             AAA
1-A2       52523KAP9     BB             AAA

1-A3       52523KAQ7     BB             AAA
1-A4A      52523KBH6     BBB            AAA
1-A4B      52523KBJ2     BB             AAA
1-A5       52523KBK9     B              AAA/Watch Neg
1-M1       52523KAR5     CCC            AAA/Watch Neg
1-M2       52523KAS3     CCC            AA/Watch Neg
1-M3       52523KAT1     CCC            A-/Watch Neg
1-M4       52523KAU8     CCC            BB/Watch Neg
1-M5       52523KAV6     CCC            BB/Watch Neg
1-M6       52523KAW4     CC             B/Watch Neg
1-M7       52523KAX2     CC             B/Watch Neg
1-M8       52523KAY0     CC             CCC
1-M9       52523KAZ7     D              CCC
WF-1-2     52523KAB0     AAA            AAA/Watch Neg
WF-2       52523KAC8     AAA            AAA/Watch Neg
WF-3-1     52523KAD6     AA             AAA
WF-3-3     52523KAF1     B              AAA/Watch Neg
WF-4-1     52523KAG9     AA             AAA
WF-4-2     52523KAH7     B              AAA/Watch Neg
WF-5       52523KAJ3     B              AAA/Watch Neg
WF-6-1     52523KAK0     AA             AAA
WF-6-2     52523KAL8     B              AAA/Watch Neg
WF-M1      52523KBB9     CCC            AA+/Watch Neg
WF-M2      52523KBC7     CCC            AA/Watch Neg
WF-M3      52523KBD5     CCC            AA/Watch Neg
WF-M4      52523KBE3     CCC            BBB/Watch Neg
WF-M5      52523KBF0     CCC            BB/Watch Neg
WF-M6      52523KBG8     CC             B/Watch Neg
WF-M7      52523KBL7     CC             CCC
WF-M8      52523KBM5     CC             CCC

Lehman XS Trust 2006-19
Series 2006-19
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A2         52523YAB0     BB             AAA
A3         52523YAC8     BB             AAA
A4         52523YAD6     BB             AAA/Watch Neg
A5         52523YAE4     B              A/Watch Neg
M1         52523YAG9     CCC            BBB/Watch Neg
M2         52523YAH7     CCC            BB/Watch Neg
M9         52523YAQ7     D              CC
M10        52523YAR5     D              CC

Lehman XS Trust 2006-20
Series 2006-20
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A2         52523QAB7     BBB            AAA
A3         52523QAC5     BBB            AAA
A4         52523QAD3     BBB            AAA
A5         52523QAE1     B              AA/Watch Neg
M1         52523QAG6     CCC            BB/Watch Neg

M2         52523QAH4     CCC            B/Watch Neg
M3         52523QAJ0     CCC            B/Watch Neg
M4         52523QAK7     CCC            B/Watch Neg
M5         52523QAL5     CCC            B/Watch Neg
M6         52523QAM3     CC             CCC
M7         52523QAN1     CC             CCC
M8         52523QAP6     CC             CCC

Lehman XS Trust 2006-3
Series 2006-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A4         525221JS7     BBB            AAA/Watch Neg
M1         525221JK4     B              AA+/Watch Neg
M2         525221JL2     CCC            AA/Watch Neg
M3         525221JM0     CCC            AA-/Watch Neg
M4         525221JN8     CC             BBB/Watch Neg
M5         525221JP3     CC             BB-/Watch Neg
M6         525221JQ1     D              CCC
M7         525221JR9     D              CCC

Lehman XS Trust 2006-5
Series 2006-5
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1A      525221JT5     AAA            AAA/Watch Neg
1-A1B      525221JU2     BBB            AAA/Watch Neg
2-A1       525221JV0     AAA            AAA/Watch Neg
2-A2       525221JW8     BBB            AAA/Watch Neg
2-A3       525221JX6     BBB            AAA/Watch Neg
2-A4A      525221JY4     AAA            AAA/Watch Neg
2-A4B      525221JZ1     BBB            AAA/Watch Neg
M1         525221KA4     B              AA+/Watch Neg
M2         525221KB2     CCC            A/Watch Neg
M3         525221KC0     CCC            BBB/Watch Neg
M4         525221KD8     CCC            BB/Watch Neg
M5         525221KE6     CC             B/Watch Neg
M6         525221KF3     CC             CCC
M7         525221KG1     CC             CCC
M10        525221LF2     D              CC

Lehman XS Trust 2006-7
Series 2006-7
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1A      52522EAA7     AA             AAA/Watch Neg
1-A1B      52522EAB5     B              AAA/Watch Neg
2-A2       52522EAD1     B              AAA/Watch Neg
2-A3A      52522EAE9     AA             AAA/Watch Neg
2-A3B      52522EAF6     B              AAA/Watch Neg
M1         52522EAG4     CCC            A/Watch Neg
M2         52522EAH2     CCC            BBB/Watch Neg
M3         52522EAJ8     CCC            BB/Watch Neg
M4         52522EAK5     CCC            B/Watch Neg
M5         52522EAL3     CCC            B/Watch Neg
M7         52522EAN9     CC             CCC
M10        52522EAR0     D              CC

Lehman XS Trust Series 2005-10
Series 2005-10
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1       525221FM4     BB             AAA
1-A3       525221FP7     AA             AAA
1-A4       525221FQ5     A              AAA
1-A5       525221FR3     BB             AAA
1-M1       525221FS1     CCC            BBB/Watch Neg
1-M2       525221FT9     CCC            B/Watch Neg
2-M1       525221GG6     BB             AA/Watch Neg
1-M3       525221FU6     CC             CCC
2-M2       525221GH4     B              A-/Watch Neg
1-M4       525221FV4     D              CC
2-M3       525221GJ0     CCC            BB/Watch Neg
2-M4       525221GK7     CCC            B/Watch Neg
2-M5       525221GL5     CC             CCC

Lehman XS Trust Series 2006-9
Series 2006-9
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A1B        52523DAB6     A              AAA
A1C        52523DAC4     A              AAA
A2         52523DAD2     B              AA/Watch Neg
M1         52523DAE0     CCC            A/Watch Neg
M2         52523DAF7     CCC            BBB/Watch Neg
M3         52523DAG5     CCC            BB/Watch Neg
M4         52523DAH3     CC             B/Watch Neg
M5         52523DAJ9     CC             CCC
M6         52523DAK6     CC             CCC
M9         52523DAN0     D              CC
M10        52523DAP5     D              CC

Lehman XS Trust Series 2005-6
Series 2005-6
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         525221DB0     B              A+/Watch Neg
M2         525221DC8     CCC            BB+/Watch Neg
M3         525221DD6     D              CCC
3-A1       525221DE4     AAA            AAA/Watch Neg
3-A2A      525221DF1     AAA            AAA/Watch Neg
3-A2B      525221DG9     AAA            AAA/Watch Neg
3-A2C      525221DH7     AAA            AAA/Watch Neg
3-A3A      525221DJ3     AAA            AAA/Watch Neg
3-A3B      525221DK0     AAA            AAA/Watch Neg
3-A4       525221DL8     AAA            AAA/Watch Neg
3-A4B      525221DM6     AAA            AAA/Watch Neg
3-M1       525221DN4     BBB-           AA/Watch Neg
3-M2       525221DP9     CCC            A/Watch Neg
3-M3       525221DQ7     CC             BBB-/Watch Neg

Lehman XS Trust Series 2006-1
Series 2006-1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A2       525221HR1     AAA            AAA/Watch Neg
1-M1       525221HS9     A              AA+/Watch Neg
1-M2       525221HT7     BB             AA/Watch Neg
1-M3       525221HU4     B              AA-/Watch Neg
1-M4       525221HV2     CCC            A/Watch Neg
1-M5       525221HW0     CCC            A-/Watch Neg
1-M6       525221HX8     CC             BB+/Watch Neg
1-M7       525221HY6     CC             B/Watch Neg
2-A1       525221HZ3     A-             AAA/Watch Neg
2-M1       525221JA6     B              AA/Watch Neg
2-M2       525221JB4     CCC            AA-/Watch Neg
2-M3       525221JC2     CCC            A/Watch Neg
2-M4       525221JD0     CCC            BB/Watch Neg
2-M5       525221JE8     CC             CCC

Lehman XS Trust Series 2006-8
Series 2006-8
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
1-A1B      52522HAB8     A              AAA/Watch Neg
2-A1       52522HAC6     A              AAA/Watch Neg
2-A3       52522HAE2     A              AAA/Watch Neg
2-A4B      52522HAG7     A              AAA/Watch Neg
3-A1A      52522HAH5     AAA            AAA/Watch Neg
3-A1B      52522HAJ1     AAA            AAA/Watch Neg
3-A2       52522HAK8     AA             AAA/Watch Neg
3-A3       52522HAL6     A              AAA/Watch Neg
3-A4       52522HAM4     A              AAA/Watch Neg
3-A5       52522HAN2     A              AAA/Watch Neg
M1         52522HAP7     BB             AA+/Watch Neg
M2         52522HAQ5     B              AA/Watch Neg
M3         52522HAR3     CCC            A/Watch Neg
M4         52522HAS1     CCC            BBB/Watch Neg
M5         52522HAT9     CCC            BB/Watch Neg
M6         52522HAU6     CCC            B/Watch Neg
M7         52522HAV4     CC             CCC
M8         52522HAW2     CC             CCC
M10        52522HAY8     D              CC

MASTR Adjustable Rate Mortgage Trust 2005-3
Series 2005-3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
B-1        576433YZ3     A              AA-/Watch Neg
B-2        576433ZA7     B              BBB/Watch Neg
B-3        576433ZB5     CCC            B/Watch Neg
B-4        576433ZF6     CC             CCC

MASTR Adjustable Rate Mortgages Trust 2007-HF1
Series 2007-HF1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        57645RAA9     BB             AAA
A-2        57645RAB7     B              AAA/Watch Neg
M-1        57645RAC5     CCC            A+/Watch Neg
M-2        57645RAD3     CCC            A/Watch Neg
M-3        57645RAE1     CCC            BBB/Watch Neg
M-4        57645RAF8     CCC            BB+/Watch Neg
M-5        57645RAG6     CCC            B/Watch Neg
M-6        57645RAH4     CC             CCC

MASTR Asset Backed Securities Trust 2006-AB1
Series 2006 AB1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
A-1        57643LNT9     AAA            AAA/Watch Neg
A-2        57643LNU6     AAA            AAA/Watch Neg
A-3B       57643LNW2     AAA            AAA/Watch Neg
A-4        57643LNX0     AAA            AAA/Watch Neg
M-1        57643LNY8     A              AA+/Watch Neg
M-2        57643LNZ5     BBB            AA/Watch Neg
M-3        57643LPA8     BB             AA-/Watch Neg
M-4        57643LPB6     B              A+/Watch Neg
M-5        57643LPC4     CCC            A/Watch Neg
M-6        57643LPD2     CCC            A-/Watch Neg
M-7        57643LPE0     CCC            BB/Watch Neg
M-8        57643LPF7     CCC            B/Watch Neg
M-9        57643LPG5     CC             CCC

Merrill Lynch Mortgage Investors Trust Series 2005-A3
Series 2005-A3
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M-1        59020UVT9     A              AA
M-2        59020UVU6     B              A/Watch Neg
B-1        59020UVV4     CCC            BBB/Watch Neg
B-2        59020UVW2     CCC            BBB-/Watch Neg
B-3        59020UVY8     CC             BB/Watch Neg

Merrill Lynch Mortgage Investors Trust Series 2006-FF1
Series 2006-FF1
                              Rating
                              ------
Class      CUSIP         To             From
-----      -----         --             ----
M1         59023WAA6     AA+            AA+/Watch Neg
M2         59023WAB4     AA+            AA+/Watch Neg
M3         59023WAC2     AA+            AA+/Watch Neg
M4         59023WAD0     AA+            AA+/Watch Neg
M5         59023WAE8     AA+            AA+/Watch Neg
M6         59023WAF5     AA             AA/Watch Neg
B1         59023WAG3     AA             AA/Watch Neg
B2         59023WAR9     AA-            AA-/Watch Neg
B3         59023WAS7     A              AA-/Watch Neg

                         Ratings Affirmed

Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-AR1

Class      CUSIP         Rating
-----      -----         ------
I-A-1      22541Q4U3     AAA
II-A-1     22541Q4V1     AAA
III-A-1    22541Q4W9     AAA
IV-A-1     22541Q4X7     AAA
V-A-1      22541Q4Y5     AAA
VI-M-1     22541Q5A6     AA+
C-B-1      22541Q5P3     AA
C-B-2      22541Q5Q1     A
C-B-3      22541Q5R9     BBB

Lehman XS Trust
Series 2005-8

Class      CUSIP         Rating
-----      -----         ------
1-A2       525221DS3     AAA
1-A3       525221DT1     AAA
2-A1A      525221EA1     AAA
2-A1B      525221EB9     AAA
2-A2       525221EC7     AAA
2-A3       525221ED5     AAA
2-A4A      525221EE3     AAA
2-A4B      525221EF0     AAA

Lehman XS Trust 2006-11
Series 2006-11

Class      CUSIP         Rating
-----      -----         ------
1-A1       52522WAA7     AAA

Lehman XS Trust 2006-17
Series 2006-17

Class      CUSIP         Rating
-----      -----         ------
I-AIO      52523KAM6     AAA
WF-1-1     52523KAA2     AAA
WF-3-2     52523KAE4     AAA


Lehman XS Trust 2006-19
Series 2006-19

Class      CUSIP         Rating
-----      -----         ------
A1         52523YAA2     AAA

Lehman XS Trust 2006-20
Series 2006-20

Class      CUSIP         Rating
-----      -----         ------
A1         52523QAA9     AAA

Lehman XS Trust 2006-3
Series 2006-3

Class      CUSIP         Rating
-----      -----         ------
A1         525221JG3     AAA
A2         525221JH1     AAA
A3         525221JJ7     AAA

Lehman XS Trust Series 2005-10
Series 2005-10

Class      CUSIP         Rating
-----      -----         ------
2-A1       525221FY8     AAA
2-A2       525221FZ5     AAA
2-A3A      525221GA9     AAA
2-A3B      525221GB7     AAA
2-A4A      525221GC5     AAA
2-A4B      525221GD3     AAA
2-A5A      525221GE1     AAA
2-A5B      525221GF8     AAA

Lehman XS Trust Series 2006-9
Series 2006-9

Class      CUSIP         Rating
-----      -----         ------
A1A        52523DAA8     AAA

Lehman XS Trust Series 2005-6
Series 2005-6

Class      CUSIP         Rating
-----      -----         ------
1-A1       525221CT2     AAA
1-A3       525221CV7     AAA
1-A4       525221CW5     AAA
1-A5       525221CX3     AAA
2-A1       525221CZ8     AAA
2-A2       525221DA2     AAA
1-AX       525221CY1     AAA


Lehman XS Trust Series 2006-1
Series 2006-1

Class      CUSIP         Rating
-----      -----         ------
1-A1       525221HQ3     AAA

Lehman XS Trust Series 2006-8
Series 2006-8

Class      CUSIP         Rating
-----      -----         ------
1-A1A      52522HAA0     AAA
2-A4A      52522HAF9     AAA

MASTR Adjustable Rate Mortgage Trust 2005-3
Series 2005-3

Class      CUSIP         Rating
-----      -----         ------
1-A-1      576433YN0     AAA
1-A-2      576433ZC3     AAA
1-A-X      576433YP5     AAA
2-A-1      576433YQ3     AAA
3-A-1      576433YR1     AAA
3-A-X      576433ZE9     AAA
4-A-1      576433YS9     AAA
5-A-1      576433YV2     AAA
3-A-2      576433ZD1     AAA

MASTR Asset Backed Securities Trust 2006-AB1
Series 2006 AB1

Class      CUSIP         Rating
-----      -----         ------
A-3A       57643LNV4     AAA

Merrill Lynch Mortgage Investors Trust Series 2005-A3
Series 2005-A3

Class      CUSIP         Rating
-----      -----         ------
A-1        59020UVQ5     AAA
A-2        59020UVR3     AAA

Merrill Lynch Mortgage Investors Trust Series 2006-FF1
Series 2006-FF1

Class      CUSIP         Rating
-----      -----         ------
A1         59023WAH1     AAA
A2A        59023WAJ7     AAA
A2B        59023WAK4     AAA
A2C        59023WAL2     AAA


* SecondMarket to Begin Trading Lehman Claims in Auction Platform
-----------------------------------------------------------------
SecondMarket, the largest marketplace for illiquid assets, said on
Sept. 25 that effective immediately it will begin trading
bankruptcy claims created by the Lehman Brothers Holdings Inc.
Chapter 11 filing. With $639 billion in assets and more than
100,000 creditors, the Lehman Brothers bankruptcy is the largest
in the U.S. to date.

SecondMarket (formerly known as Restricted Stock Partners) opened
to trading of bankruptcy claims in June 2008 when it acquired the
Trade Receivable Exchange, Inc. (T-REX), the largest online
auction platform serving the bankruptcy claims market.

"We purchased T-REX earlier this year in order to accelerate our
expansion into claims trading," CEO Barry E. Silbert said. "These
are unprecedented times in the financial and credit markets. We
expect that bankruptcy claims trading is going to explode,
particularly as a result of the Lehman Brothers Chapter 11
filing."

To address the growth in claims trading, SecondMarket also
announced that John A. McKenna, Jr., a member of SecondMarkets
Board of Directors, will play an active role in managing that
business. Prior to founding SecondMarket, Silbert worked with
McKenna at Houlihan Lokey Howard & Zukin, one of the worlds
leading bankruptcy financial advisors. At Houlihan Lokey, McKenna
served as the Co-Head of the Financial Restructuring Group in the
eastern region. Silbert and McKenna worked on many of the countrys
largest bankruptcy cases, including Enron, U.S. Airways and Delta
Air Lines.

"Bankruptcies often have a ripple effect," according to Mr.
McKenna. "When a major company like Lehman Brothers files for
Chapter 11, the financial condition of its creditors is often
materially affected. By providing them with an opportunity to sell
their claims, instead of waiting for a recovery at the end of the
bankruptcy case, SecondMarket plays an important role in providing
the liquidity needed to restore stability to financial markets and
the economy as a whole."

SecondMarket expects to trade a variety of unsecured claims
resulting from the Lehman Brothers bankruptcy, including
structured product, trade, lease and contract rejection,
employment and other unsecured claims. Lehman Brothers listed
total liabilities of $613 billion in its bankruptcy filing.
Creditors can have access to the SecondMarket online trading
platform and list their claims for sale at no cost.

In addition to bankruptcy claims, SecondMarket trades auction-rate
securities, restricted securities in public companies and other
illiquid assets. SecondMarkets online trading platform has more
than 1,500 members, including global financial institutions, hedge
funds, private equity firms, mutual funds, and other institutional
and accredited investors that collectively manage over
$250 billion in assets available for investment.

                        About SecondMarket

Founded in 2004, New York-based SecondMarket is the world's
largest marketplace for illiquid assets, such as auction-rate
securities, bankruptcy claims and restricted securities in public
companies. SecondMarkets online trading platform has more than
1,500 members, including global financial institutions, hedge
funds, private equity firms, mutual funds, and other institutional
and accredited investors that collectively manage over
$250 billion in assets available for investment. SecondMarket is a
wholly owned division of Green Drake, Inc. (Member FINRA/SIPC).


* U.S. $700 Billion Financial Bailout Plan Stalls
-------------------------------------------------
Sheldon Alberts at Canwest News Service reports that efforts by
U.S. lawmakers to craft a $700 billion financial rescue plan
stalled on Thursday, as the plan met opposition from conservative
Republicans.  

Canwest News relates that senate leaders from the Democrat and
Republican parties had announced that they had reached a broad
agreement on the principles of a bailout, authorizing the federal
government to buy bad mortgage assets that have plunged Wall
Street into financial crisis.  But senators like Alabama's Richard
Shelby, the ranking Republican on the Senate banking committee,
don't believe that an agreement has been reached, as "there's till
a lot of different opinions," the report states.

David M. Herszenhorn at The New York Times reports that the U.S.
government had proposed a bailout of financial institutions,
requesting authority for the Treasury Department to purchase up to
$700 billion in distressed mortgage-related assets from the
private companies.  According to NY Times, President George Bush
discussed the government's financial bailout proposal -- which
could include overseas firms and hedge funds -- during a news
conference at the White House on Saturday.  NY Times relates that
the proposal would place no restrictions on the administration
other than requiring semiannual reports to Congress and granting
the Mr. Paulson unprecedented power to buy and resell mortgage
debt.  NY Times reports that the Treasury would purchase assets
through a process to be determined, hold them until the market
stabilizes, and sell them back into the private market.  The asset
managers and the Treasury would work out the mechanics of any
sale, NY Times states.  

The government would launch reverse auctions for $50 billion
tranches, Reuters releates, citing a source.  A source said that
additional increments would be taken in $10 billion blocks and
five outside asset managers would help manage the purchases,
Reuters states.  According to Reuters, the source said that any
assets being offloaded would have had to have been on the books of
any participating financial firm as of Sept. 15, Reuters.

Canwest News says that the proposed plan would place caps on pay
packages for corporate executives receiving help.  According to
the report, the plan would have made $250 billion immediately
available to the U.S. Treasury, with further scrutiny by Congress.

According to Canwest News, Democratic leaders in Congress said the
negotiations would resume late Thursday.  ABI World relates that
President George W. Bush had appealed to the nation to support the
plan and said that he is willing to accept tougher controls over
how the money would be spent.  

Labor unions, says ABI World, want the Congress to add more
protections for workers' pensions battered by the market meltdown.  
The addition of a provision to modify mortgages for people in
bankruptcy to the federal bailout package potentially could save
hundreds of thousands of homeowners from future foreclosure, ABI
World states, citing judges and other legal experts.  


* More Bankruptcies to Follow Falgun Dharia's Filings
-----------------------------------------------------
A series of bankruptcy filings by Falgun Dharia on behalf of
companies he headed, like Mantiff Dayton Hospitality LLC, may
"forecast" additional bankruptcies by hospitality providers,
Martin C. Daks at Njbiz.com reports, citing lawyers and other
professionals.

Njbiz.com relates that David M. Neff, a partner at Perkins Coie
LLP, said, "We appear to be at the early stage of a cycle of more
bankruptcies and workouts" or attempts to avoid bankruptcies.  
"Before the collapse [of the credit market], loan-to-value ratios
were high, which means that some hotel owners may be
overleveraged.  Now, when the loan comes due, they may not have
the funds to pay for it," the report quoted Mr. Neff as saying.

Njbiz.com states that Mantiff Dayton, Mantiff-Jahnavi Zanesville
Hospitality LLC, and Mantiff Jackson Hospitality LLC were
operating under Holiday Inn -- owned by InterContinental Hotels
Group -- when they were acquired by firms headed by Mr. Dharia.  
Mantiff Dayton filed for bankruptcy this month while Mantiff
Jackson Hospitality, LLC, sought for bankruptcy protection in
August.

According to Njbiz.com, Mantiff Dayton purchased the first Ohio
hotel in December 2004 for $3.1 million, taking on $1.9 million of
financing and in 2005, it borrowed $1.2 million under a Small
Business Administration loan.  The company defaulted in March
because the cost of making renovations required by
InterContinental was eating up all of Mantiff Dayton's money,
court documents say.  

In March 2006, Mantiff-Jahnavi purchased another Ohio-based
Holiday Inn hotel for $3.6 million and lost the right to use the  
Holiday Inn in May 2007 after it failed to complete renovations
required under the licensing agreement with InterContinental,
Njbiz.com states.  Court documents indicate that occupancy dropped
to less than 30% from 60%.  Mantiff-Jahnavi filed for bankruptcy
on Aug. 25, listing more than $1 million in assets and more than
$1 million in liabilities.  According to Njbiz.com,
InterContinental filed a lawsuit against Mr. Dharia, seeking more
than $400,000 in damages for Mr. Dharia's alleged failure to
complete certain renovations at the hotel.  

Mantiff Jackson, according to the court documents, purchased a
hotel in Michigan for $3.5 million in October 2006, financing it
with a bank loan.  After partially completing renovations required
under a planned move to a Choice Hotels brand in February 2008,
another loan promised to Mantiff for the renovation fell through,
and the Choice deal collapsed, Njbiz.com states.


* Oil Price Drop "Too Little, Too Late" for Ailing Carriers         
-----------------------------------------------------------
Oil price has dropped from its record levels above $140 per
barrel, but the decline was too little, too late for ailing
carriers, Ian Putzger reported Monday in Cargonews Asia, a
forthnightly publication reporting on major issues and trends
affecting the cargo business industry in the Asia Pacific region.

Mr. Putzger reports that Gemini Air Cargo ceased operations last
month, after efforts to find a buyer failed. Gemini has since
returned four MD-11 and several DC-10-30 freighters to its
lessors.

Atlas Air Worldwide Holdings, parent company of ACMI leasing
outfit Atlas and scheduled carrier Polar Air Cargo reported a 97%
decline in its second quarter net profit. Atlas Air attributed the
decline to the high cost of fuel. Most airlines, such as Korean
Air, JAL, China Airlines and EVA have reduced their US freighter
flights.

Mr. Putzger adds that even integrators have indicated they may cut
back.  "If trade flows continue to change, we will adjust our
network to ensure that it is properly aligned with volume and
revenue growth patterns," warned Kurt Kuehn, chief financial
officer of UPS. FedEx boss Fred Smith said it has no intention of
boosting domestic air freight capacity, in anticipation of further
declines for domestic short-haul [freight].



* Bober Markey Welcomes Andrew Zinger as Senior Consultant
----------------------------------------------------------
The regional accounting firm of Bober Markey Fedorovich & Company
disclosed the hiring of Andrew Zinger, CPA, a senior consultant
in the firm's M&A Transaction Advisory Services and Valuation
Services Group.

Mr. Zinger is a 2005 graduate of Miami University of Ohio and
has three years of experience with a national CPA firm, where he
was a senior auditor focused on financial services, specifically
insurance and banking.

The BMF Transaction Advisory Services Group has established a
national reputation performing due diligence for private equity
firms, mezzanine and subordinated debt lenders, public companies
and strategic buyers.  Industry specializations include
manufacturing, distribution, transportation, service firms and
technology companies.

The Valuation Services Group is made up of experienced CPAs who
have earned specific business valuation credentials including
being Accredited in Business Valuation and Certified Valuation
Analysts.  The team has experience in valuations related to a wide
variety of situations, including shareholder and partnership
disputes, breach of contract, fraud prevention, damage claims,
property and earnings losses and bankruptcy.

Bober Markey Fedorovich, founded in 1959, is one of the
regional independent public accounting firms in Northeast Ohio.
With approximately 70 employees, the firm offers specialized
expertise in accounting, auditing, taxation, litigation support,
business valuation and business advisory services.


* BOOK REVIEW: The Chief Executives
-----------------------------------
Author:     Isadore Barmash
Publisher:  Beard Books
Paperback:  260 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982285/internetbankrupt  

The Chief Executives by Isadore Barmash is a provocative book
dealing with the chief executive cult in America.  This should be
read by anyone interested in the American corporate system and
those who run it.

Isadore Barmash, one of the country's most respected business
writers, takes a penetrating look into the minds, hearts,
consciences, attitudes, and life styles of the CEOs of the 1970s.

This surprisingly candid book is based upon extensive research and
interviews with influential corporate chiefs, management
consultants, and economists.

Among others, Reginald Jones of GE, Irving Shapiro of Du Pont, and
John de Butts of AT&T offer new insights into management's modus
operandi, problems, and their own special public and private
worlds.

                             *********

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.  Julybien D. Atadero, 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 ***