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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, March 11, 2008, Vol. 12, No. 60

                             Headlines

ABITIBIBOWATER INC: Drafts Plan for $1.4 Billion Refinancing
ADAMS SQUARE: Poor Credit Quality Spurs Moody's Rating Downgrades
ADVA-LITE INC: Judge Carey Converts Cases to Ch. 7 Liquidation
AMBAC FINANCIAL: Prices $1 Billion Public Offering of Common Stock
AMEREX GROUP: Appoints Alexander Ruckdaeschel as Board Director

AMERICAN AXLE: Strike No Effect on S&P's Auto Sector Ratings
AMERICAN MEDIA: Moody's Junk Rating on Pressured Liquidity Profile
APOLLO DRILLING: Posts $3,133,529 Net Loss in 2007 First Quarter
ARAG GROUP: Fitch Withdraws Insurer Financial Strength Ratings
ATRIUM COS: S&P Junks Rating From 'B' on Expected Pact Violations

BALLANTYNE RE: Subprime and RMBS Concerns Cue Fitch's Rating Cut
BCE INC: Quebec Superior Court Approves Plan of Arrangement
BEAR STEARNS: Denies Liquidity Woes, Shares Drop 13% to $60.34
BELL CANADA: Noteholders Say BCE's Plan of Arrangement is Unfair
BICENT POWER: S&P Confirms 'BB-' Rating on Wind Farm Sale to AES

BLUEGREEN CORP: Earns $8.5 Million for the 2007 Fourth Quarter
BPC REORGANIZATION: US Trustee Wants Case Dismissed or Converted
BRASSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditor
CABLEVISION SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $5 Bil.
CARAUSTAR INDUSTRIES: Posts $6.7MM Net Loss for 2007 Fourth Qtr.

CARLYLE CAPITAL: Seeking to Reach Standstill Deals with Lenders
CATHOLIC CHURCH: Fairbanks Selects Keegan Linscott as Accountant
CATHOLIC CHURCH: Fairbanks Wants Dorsey & Whitney as Local Counsel
CATHOLIC CHURCH: Fairbanks Taps Cook Schuhmann as Special Counsel
CHAMPIONS BIOTECH: Earns $611,006 in 3rd Quarter Ended Jan. 31

CHRYSLER LLC: Closes Belvidere Plant; 1,000+ Workers Go Unemployed
CHRYSLER LLC: Closes Pacifica Design Center in California
CIFG GUARANTY: Fitch Cuts IFS to 'AA-', Keeps Rating Watch Neg
CIFG GUARANTY: Fitch Downgrades Insurer Strength Rating to 'AA-'
COOLBRANDS INT'L: Pays $3 Mil. Debt Settlement to 2118769 Ontario

COUNTRYWIDE FINANCIAL: CEO Defends Executive Pay & Stock Anomalies
COUNTRYWIDE FINANCIAL: FBI Digs Into Mortgage Lending Practices
CYGNAL TECH: Creditors Approve Joint Plan of Arrangement
DELPHI CORP: Realigns Stake in Japanese & Hungarian Joint Ventures
DELPHI CORP: Re-Launches Exit Financing to Include GM, Affiliate

DELPHI CORP: Inks $10 Million Purchase Agreement with Tenneco Inc.
DENNY'S CORP: Dec. 26 Balance Sheet Upside-Down by $178.9 Million
DOMAIN INC: Court Sets Leases Auction Hearing for March 18
DOUGLAS SHANNON: Voluntary Chapter 11 Case Summary
EGPI FIRECREEK: Receives Arbitration Demand from Star Energy

FAIRPOINT COMMS: Fitch Assigns 'BB-' Issuer Default Rating
FEDERAL-MOGUL: Johns-Manville Case Forms Plan A Disapproval Basis
FONIX CORP: Thomas Murdock Resigns as Board Chair and President
FORD MOTOR: Awards Stock of More than $15 Mil. to Top Executives
FORTUNOFF: Judge Peck Grants Priority Status to Vendors' Claims

FORTUNOFF: May Continue Paying Workers' Wages and Benefits
GENERAL MOTORS: Ex-Unit Delphi Reports Re-Launch of Exit Facility
GLOBAL CASH: Earnings Drop 86.8% at $0.7MM for 2007 Fourth Quarter
GRAFTECH INT'L: Dec. 31 Balance Sheet Upside Down By $112.7 Mil.
GRIFFIN LAND: Case Summary & Four Largest Unsecured Creditors

HCA INC: Releases Final Results for $500 Million Debt Tender Offer
HUDSON CANYON: S&P Puts 'BB' Initial Rating on $5MM Class C Notes
HUDSON DEVELOPERS: Voluntary Chapter 11 Case Summary
IAC/INTERACTIVECORP: Chair Comforts Workers in a Sunday's Memo
IAC/INTERACTIVECORP: Chairman Accused of Breaching Stewardship

INTERFACE INC: Inks New Shareholder Rights Agreement
JACKSON CITY: City Recorder to Ask Readjustment of Debt Payment
JAY DAVEY: Case Summary & 20 Largest Unsecured Creditors
JOHNS MANVILLE: 2nd Circuit Reverses Ruling on Travelers Pact
KNIGHT INC: Details Results of $1.6 Bil. Debt Securities Offering

KNOLL INC: Adopts Trading Plan for Expanded Repurchase Program
KWIK-WAY PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
LANIER HEALTH: S&P Upgrades Ratings on 1997A Bonds From 'BB+'
LEINER HEALTH: Files Voluntary Chapter 11 Petition in Delaware
LEINER HEALTH: Case Summary & 30 Largest Unsecured Creditors

LEINER HEALTH: S&P Ratings Tumbles to 'D' on Chapter 11 Filing
LEVITT AND SONS: Parent Levitt Corp. Sued for Disclosure Fraud
LEVITT AND SONS: Court Gives Final Nod on Cash Collateral Use
LEVITT AND SONS: Intercompany Claims Filing Deadline Set May 11
LEVITT AND SONS: Wants Plan-Filing Period Extended to April 10

LEXINGTON OIL: Voluntary Chapter 11 Case Summary
LIBERTY MEDIA: Battle with IAC is "Business Dispute", Diller Says
LIBERTY MEDIA: Malone Accuses IAC Chairman of Stewardship Breach
LIBERTY MEDIA: Completes Reclassification of Liberty Capital Stock
LILLIAN VERNON: Gift Mulls $8.5 Million DIP Financing of Wachovia

LILLIAN VERNON: Court Approves Donlin Recano as Claims Agent
LITHIUM TECHNOLOGY: Inks Debt Settlement Agreement with Arch Hill
MAGUIRE PROPERTIES: Reviews Strategic Alternatives, Company Sale
MAXJET AIRWAYS: Wants Court to Set May 23 as Claims Bar Date
MAXJET AIRWAYS: Wants Until August 20 to File Chapter 11 Plan

MBIA INC: CEO Jay Brown Asks Fitch to Withdraw Insurer Rating
MBIA INC: Fitch Ratings Comments on Chairman Jay Brown's Letter
NEW YORK RACING: Wants Until April 15 to File Chapter 11 Plan
NTK HOLDINGS: Projected Weak Demand Prompts Moody's to Cut Ratings
NVMS LLC: Voluntary Chapter 11 Case Summary

OMNICARE INC: Incurs $20.7 Mil. Net Loss for 2007 Fourth Quarter
OSYKA CORP: Aron & Co. Wants Court to Appoint Chapter 11 Trustee
PACIFIC LUMBER: Scopac Seeks Continued Access to Cash Collateral
PACIFIC LUMBER: Marathon & Mendocino File Amended Joint Plan
PACIFIC LUMBER: BoNY Circulates New Copy of First Amended Plan

PARAMOUNT RESOURCES: Acquires Trilogy Energy's 2 Mil. Trust Units
PATRICIA LIVINGSTON: Case Summary & 6 Largest Unsecured Creditors
PLASTECH ENGINEERED: Court Extends Interim DIP Order to March 14
PLASTECH ENGINEERED: US Trustee Balks Schedules Filing Extension
PLASTECH ENGINEERED: Allowed to Hire Conway as Financial Advisors

PLASTECH ENGINEERED: Wants to Employ PwC as Accountant & Advisor
PORTOLA PACKAGING: John LaBahn is New SVP and Controller
PROPEX INC: U.S. Trustee Reacts to Panel Counsel's Hourly Rates
QUEBECOR WORLD: Court Gives 30 Days to Negotiate DIP Fund Terms
QUEBECOR WORLD: NYSE to Delist Subordinate Voting Shares Thursday

QUEBECOR WORLD: Abandons $341 Mil. Sale of European Assets to RSDB
QUEBECOR WORLD: Wants Until June 4 to File Financial Schedules
R&B CONSTRUCTION: Has Interim Nod to Sell 33 Residential Homes
R&B CONSTRUCTION: Wants to Tap Morris Hardwick as Special Counsel
R&G FINANCIAL: Will Pay $39MM to Settle Investor Class Action

REDDY ICE: DOJ's Antitrust Division Investigates Dallas Office
REDDY ICE: Investigation Prompts Moody's to Hold Rating Reviews
REDDY ICE: S&P Ratings Unmoved by Probe on Dallas Office
REMOTE DYNAMICS: Series A Convertible Notes Payment Extended
ROL MANUFACTURING: Chapter 15 Petition Summary

ROTECH HEALTHCARE: Dec. 31 Balance Sheet Upside-Down by $10.5 Mil.
RUBY TUESDAY: Limited Waiver Pact with Lenders Expires on April 18
SAN JOAQUIN HILLS: S&P Holds 'BB-' Rating on Adequate Performance
SHARPER IMAGE: Files Motion for Order Against Cal. AG's Lawsuit
SOLUTIA INC: Signs Three Credit Deals with Syndicate of Banks

SPRINT NEXTEL: Posts $29.4 Bil. Net Loss for 2007 Fourth Quarter
STILLWATER MINING: Prices Offering of $165 Mil. 2028 Senior Notes
STILLWATER MINING: S&P Reviews B2 Ratings on $165MM Note Offering
STILLWATER MINING: S&P Rates $165 Mil. Senior Notes 'B+'
STRADA 315: U.S. Trustee Appoints Five-Member Creditors Panel

STRADA 315: Asks Court Nod to Sell Condominium Units Free of Liens
SUMMIT GLOBAL: Wants Court to Fix Claims Bar Date on June 9
SUMMIT GLOBAL: Examiner Can Hire Okin Hollander as Counsel
SUMMIT GLOBAL: Examiner Can Hire Traxi LLC as Financial Advisors
TENNECO INC: Inks $10 Million Purchase Agreement with Delphi Corp.

THINKPATH INC: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Creditors Have Seized and Sold Collateral
TRICOM SA: Majority of Creditors Accepts Prepack Plan
TRICOM SA: Schedules Filing Deadline Extended to April 14
TRICOM SA: Wants to Employ Morrison Foerster as Counsel

TRICOM SA: Wants to Hire Thompson Hine as Conflicts Counsel
TURBO GASOLINE: Case Summary & 2 Largest Unsecured Creditors
TWEETER HOME: Jefferies & Co. Disclose Ownership of Tweeter Shares
VERMILLION INC: Discloses Reverse Stock Split Effective on March 3
WHIPPLETREE RANCH: Voluntary Chapter 11 Case Summary

WICKES FURNITURE: Gets $3.5 Mil. Offer for Right to Sell Leases
WILLOW PARK: Seeks Protection Under Chapter 11 in Ohio
YALE MORTGAGE: S&P Maintains 'BB' Rating on Class B-2 Certificates

* Fitch Takes Negative Rating Actions on 8 Banks on Equity Losses
* S&P's Auto Sector Ratings Unmoved by American Axle Work Stoppage
* S&P Downgrades 77 Tranches' Ratings From 13 Cash Flows and CDOs

* Large Companies with Insolvent Balance Sheets

                             *********

ABITIBIBOWATER INC: Drafts Plan for $1.4 Billion Refinancing
------------------------------------------------------------
AbitibiBowater Inc. has developed a refinancing plan to address
debt maturities and general liquidity needs of its Abitibi-
Consolidated Inc. subsidiary.  AbitibiBowater expects that this
refinancing plan will adequately address its liquidity needs at
Abitibi-Consolidated and will provide sufficient financial
flexibility to realize the benefits associated with an improving
business and operating environment.

The refinancing plan of approximately $1.4 billion consists of:

   -- $200-300 million of new senior unsecured exchange notes of
      Abitibi- Consolidated Inc. due 2010;

   -- $400-500 million of new 364-day senior secured term loan of
      Abitibi-Consolidated Inc. secured by working capital and
      other assets,

   -- Approximately $400 million of new senior secured notes or a
      term loan due 2011 of Abitibi-Consolidated Inc. secured by
      fixed assets, and

   -- $200-300 million of new equity or equity-linked securities
      of AbitibiBowater Inc.
    
AbitibiBowater's subsidiary, Abitibi-Consolidated, intends to
promptly commence an exchange offer targeting approximately
$500 million of its near term maturities.  This combination of new
financings and exchange notes is aimed at retiring the 6.95% Notes
of Abitibi-Consolidated due April 1, 2008, the 5.25% Notes of
Abitibi-Consolidated Company of Canada due June 20, 2008 and the
7.875% Notes of Abitibi-Consolidated due Aug. 1, 2009.

Under the terms of the exchange offer, holders will be offered a
combination of cash and new senior unsecured exchange notes of
Abitibi-Consolidated due 2010.  As part of the transaction,
certain credit facilities of Abitibi-Consolidated and its
subsidiaries are expected to be refinanced.

With respect to its proposed 364-day term loan, Abitibi-
Consolidated will commence the marketing of the new loan and will
be meeting with potential lenders in New York City next week.

As part of its refinancing plan, AbitibiBowater will be seeking an
amendment to the existing revolving credit facility of its Bowater
Incorporated subsidiary to allow for, among other things, the
potential issuance of new equity-linked securities of
AbitibiBowater and a delay or modification to Bowater's planned
separation of its Catawba, South Carolina coated paper facility.

In this regard, AbitibiBowater no longer expects its Bowater
subsidiary to pursue a secured debt financing against the Catawba
facility at the present time.

The sale of Abitibi-Consolidated's Snowflake, Arizona mill,
disclosed in February, is expected to close in mid-April.  The
sale is expected to result in $161 million of cash proceeds.

AbitibiBowater relates the sale of its Snowflake mill marks an
important step in its efforts to achieve its target of
$500 million in asset sales.  In addition, AbitibiBowater
confirmed that it is actively exploring other non-core asset sales
to generate additional liquidity and further enhance its financial
flexibility.

There can be no assurance that the refinancing plan will be
executed in the amounts and in the timeframe required to address
Abitibi-Consolidated's needs, if at all.  The state of the credit
and capital markets may create a significant impediment to
Abitibi-Consolidated's financing efforts well as the overall
financing efforts of its parent, AbitibiBowater.  

If Abitibi-Consolidated is unable to refinance or restructure its
near-term debt maturities that are targeted by the refinancing
plan on or before their maturities, Abitibi-Consolidated would be
in default under the indentures relating to those notes and may be
compelled to seek bankruptcy protection under applicable law,
which may negatively impact or disrupt the operations of
AbitibiBowater and its other principal subsidiary, Bowater
Incorporated.

                     About AbitibiBowater

Headquartered in Montreal, Canada, AbitibiBowater Inc. (NYSE:ABH)
-- http://www.abitibibowater.com/-- was formed as a result of the   
combination of Abitibi-Consolidated Inc. and Bowater Incorporated.   
Pursuant to the transaction, Abitibi-Consolidated Inc. and Bowater
Incorporated became subsidiaries of AbitibiBowater.  The company
produces a range of forest products marketed in more than 80
countries around the world.  The company's customers include many
publishers, commercial printers, retailers, consumer products
companies and building supply outlets.  AbitibiBowater is also a
recycler of newspapers and magazines.  The company owns or
operates 32 pulp and paper mills and 35 wood products facilities
in North America and offshore.  The company manages its business
in five segments: coated papers, specialty paperBs, newsprint,
market pulp and lumber.

                           *     *     *

As reported in the Troubled company Reporter on Feb. 25, 2008,
Fitch Ratings downgraded Abitibi-Consolidated Inc.'s IDR to 'CCC'
from 'B-'; senior unsecured debt to 'CCC/RR4 from 'B-/RR4';
secured revolver to 'CCC+/RR3' from 'B/RR3'.  At the same time,
Fitch downgraded Bowater Inc.'s IDR to 'CCC' from 'B-'; senior
unsecured debt to 'CCC/RR4' from 'B-/RR4'; secured
revolver to 'B/RR1' from 'BB-/RR1'.  Fitch downgraded Bowater
Canadian Forest Products Inc.'s IDR to 'CCC' from 'B-'; senior
unsecured debt to 'B-/RR2' from 'B+/RR2; secured revolver to
'B/RR1' from 'BB-/RR1'.   All ratings have been placed on rating
watch negative.


ADAMS SQUARE: Poor Credit Quality Spurs Moody's Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Adams Square Funding II, Ltd. and left on review
for possible further downgrade ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $15,200,000 Class S Floating Rate Notes Due
2014;

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $600,000,000 Class A1 Floating Rate Notes Due
2047;

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $95,000,000 Class A2 Floating Rate Notes Due
2047;

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

Class Description: $140,000,000 Class A3 Floating Rate Notes Due
2047;

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes Due 2047;

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C

Class Description: $10,000,000 Class Q Combination Notes Due 2047;

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 8,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A Principal Coverage Ratio to be greater
than or equal to 83.5%, pursuant Section 5.1(d) of the Indenture
dated March 8, 2007.

Adams Square Funding II, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued.  Because of this
uncertainty, the ratings assigned to Class S Notes and the Class
A1 Notes remain on review for possible further action.


ADVA-LITE INC: Judge Carey Converts Cases to Ch. 7 Liquidation
--------------------------------------------------------------
The Honorable Kevin J. Carey of the United States Bankruptcy Court
for the District of Delaware converted Adva-lite Inc. and its
debtor-affiliates' Chapter 11 cases to Chapter 7 liquidation
proceedings.

As reported in the Troubled Company Reporter on Jan. 31, 2008, the
Debtors sought dismissal of their chapter 11 cases to eliminate
any further expenses and delay.  The Debtors advised the Court
that they are working with their creditors committee and other
interested parties, and will identify a designee at or before the
hearing on their dismissal request.  If they are unable to retain
or engage a designee to act as their representative, the Debtors
would exercise their right and seek conversion of the case to
Chapter 7.

The Debtors listed grounds as to why the cases should be dismissed
including, among other things:

   -- minimal assets, no employees and no ongoing business  
      operations;

   -- no likelihood of rehabilitation of their operations or their  
      reorganization as a group concern;

   -- substantially all of their assets have been liquidated; and

   -- any avoidance actions in these cases would not result in a  
      meaningful distribution to creditors.

The Debtors disclosed that as of November 8, 2007, the Debtors
received roughly $300,000,000 in claims:

    $53,729,573 in general unsecured claims;
   $151,403,813 in priority claims; and
    $99,020,844 in secured claims

On March 16, 2007, the Court authorized the Debtors to sell all
their assets to Corvest SPV LLC.  Under the parties' asset
purchase agreement, Corvest SPV:

   a) paid $1,830,000 cash;

   b) assumed certain of the Debtors' liability:

      -- DIP loan of $4,000,000;
      -- prepetition term loan A of $11,053,393; and
      -- prepetition term loan B of $10,994,567;

   c) assumed:

      -- balance of prepetition revolving loan of $2,981,395; and
      -- trade debt of $4,558,521.

The $1,830,000 cash consideration was allocated as:

   a) $500,000 to the Debtors' estates;

   b) $350,000 to pay fees owed to Houlihan Lokey Howard & Zukin
      Capital, Inc., the Debtors' investment banker; however
      Houlihan reduced its fees to $262,500, and that $87,500 was
      returned to Ableco Finance LLC, agent to the Debtors' DIP
      lenders;

   c) $100,000 for administrative expenses of the estates;

   d) $160,000 for claims made pursuant to Section 503(b)(9) of
      the Bankruptcy Code; and

   e) additional professional fee carve-outs totaling $720,000.

In seeking dismissal of their cases, the Debtors said that their
cases no longer serve any reorganization or other purpose under
the Bankruptcy Code.

Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP in  
Wilmington, Delaware, related that the Debtors propose to reserve  
funds specifically to deal with remaining wind-down issues,  
including:

   a) $25,000 to retain an account to complete audits of the  
      Debtors' 401(k) plans;

   b) $100,000 to retain an accountant to complete the Debtors'  
      consolidated tax return for the years 2006, 2007 and 2008;

   c) $150,000 for the fees and expenses that may be incurred in  
       connection with the completion of the wind-down; and

   d) $4,000 to reimburse Kurtzman Carson Consultants for fees and  
       expenses.

The Debtors further proposed, Mr. Nestor added, that Corvest Group  
Inc. will collect the proceeds of the partial assignment as stated  
in a stipulation regarding payment rights agreement entered into
by the Debtors.

Dismissal of these cases provide for the discharge and release of:

   i) Gulf Atlantic Capital Corporation, which is serving as chief  
      restructuring officer of the Debtors; and

  ii) Kurtzman Carson Consultants LLC.

In its ruling, the Court held that case conversion "is warranted
and in the best interests of the Debtors' estate, creditors and
other parties in interest."

The Debtor have the right to convert the cases, Judge Carey said.

                       About Adva-Lite Inc.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Lead Case Nos. 07-10264).  The four affiliates filing separate
chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To
Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger
Singerman, P.A., represent the Debtors.  Michael R. Nestor, Esq.,
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
is the Debtors co-counsel.  Houlihan Lokey Howard & Zukin Capital,
Inc. serve as financial advisor and investment banker to the
Debtors.  Kurtzman Carson Consultants LLC acts as the Debtors'
claims and noticing agent.  Lowenstein Sandler PC represent the
Official Committee of Unsecured Creditors while Reed Smith LLP is
the Committee's Delaware counsel.  Mahoney Cohen & Company, CPA
P.C. is the financial advisor to the Committee.  In amended
schedules filed with the Court, Adva-Lite disclosed total assets
of $7,033,526 and total debts of $48,897,227.


AMBAC FINANCIAL: Prices $1 Billion Public Offering of Common Stock
------------------------------------------------------------------
Ambac Financial Group Inc. priced its $1.155 billion public
offering of 171,111,111 shares of common stock, par value
$0.01 per share, at $6.75 per share and has granted the
underwriters a 30-day option to purchase up to an additional
25,666,667 shares of common stock to cover over-allotments, if
any.

In addition, Ambac concurrently priced its $250 million public
offering of 5 million equity units, with a stated amount of
$50 per unit.  The equity units carry a total distribution rate of
9.5%.  The threshold appreciation price of the equity units is
$7.97 which represents a premium of approximately 18% over the
concurrent public offering price of Ambac's common stock of
$6.75 per share.  Ambac has granted the underwriters a 13-day
option to purchase up to an additional 750,000 equity units to
cover over-allotments, if any.

Ambac also placed 14,074,074 shares of common stock in a private
placement for $95 million with two financial institutions.

"With this $1.5 billion capital raise and our other capital
strengthening actions and risk management initiatives, we believe
that our Ambac Assurance subsidiary will maintain its triple-A
financial strength ratings with Moody's and Standard & Poor's,"
Michael Callen, Chairman and CEO of Ambac Financial Group,
commented that.  "This is a most important step in restoring the
confidence of our customers in the stability of our ratings and
our inherent financial strength."

Ambac intends to contribute the net proceeds from these offerings
to its insurance company subsidiary Ambac Assurance Corporation in
order to increase its capital position, less approximately
$100 million, which it intends to retain at Ambac to provide
incremental holding company liquidity to pay principal and
interest on its indebtedness, to pay its operating expenses and to
pay dividends on its capital stock.

Proceeds from the settlement of the purchase contracts forming a
part of the equity units, in May 2011, will be used to repay
$142.5 million of the company's debt maturing Aug. 1, 2011, to the
extent that the cash proceeds of such settlement are sufficient
for such repayment.  The remaining proceeds will be retained at
Ambac. Proceeds from the settlement of the purchase contracts will
not be used to repurchase common stock.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,
Banc of America Securities LLC and UBS Investment Bank are acting
as joint book-running managers, and Keefe, Bruyette & Woods Inc.,
Dresdner, Kleinwort Securities LLC, BNY Capital Markets Inc. and
KeyBanc Capital Markets Inc. are acting as co-managers, for the
common stock offering.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,
Banc of America Securities LLC and UBS Investment Bank are acting
as joint book-running managers, and Keefe, Bruyette & Woods Inc.
is also acting as a co-manager, for the equity units offering.
Sandler O'Neill + Partners L.P. served as independent financial
advisor to Ambac with respect to these offerings.

Copies of the prospectus supplements and the accompanying base
prospectuses relating to these offerings may be obtained from:

     -- Credit Suisse Securities (USA) LLC
        Eleven Madison Avenue
        New York, NY 10004
        Tel (800) 221-1037
        Fax (212) 325-8057

     -- Citigroup Global Markets Inc.
        Brooklyn Army Terminal
        8th Floor, 140 58th Street
        Brooklyn, NY 11220
        Tel (718) 765-6732
        Fax (718) 765-6734

     -- Banc of America Securities LLC
        Capital Markets Operations
        3rd Floor, 100 West 33rd Street
        New York, NY 10001
        Tel (800) 294-1322
        E-mail dg.prospectus_distribution@bofasecurities.com

     -- UBS Investment Bank
        Attn: Prospectus Department
        299 Park Avenue
        New York, NY 10171
        Tel (888) 827-7275

                     About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holding
company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.

For the nine months ended Sept. 30, 2007, Ambac reported net
income of $26 million.  As of Sept. 30, 2007, Ambac had
shareholders' equity of approximately $5.65 billion.

                           *    *    *

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

As reported by the Troubled Company Reporter on Jan. 17, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of Ambac Assurance Corporation and Ambac
Assurance UK Limited on review for possible downgrade.  In the
same rating action, Moody's also placed the ratings of the holding
company, Ambac Financial Group, Inc. (senior debt at Aa2), and
related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambac's
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


AMEREX GROUP: Appoints Alexander Ruckdaeschel as Board Director
---------------------------------------------------------------
Amerex Group Inc. appointed Alexander Ruckdaeschel, a veteran
investment professional and portfolio manager, to the company's
board of directors.  Mr. Ruckdaeschel specializes in the
identification of small and midcap growth and value companies both
in the U.S. and Europe.

Mr. Ruckdaeschel is co-founder and principal of Blue Rock-AG, an
investment management company based in Switzerland.  He is also a
partner at Alpha Plus Advisors, a US and Swiss-based hedge fund.

"Alex's deep knowledge of investment finance and his background in
the growth of smallcap companies makes him an extremely valuable
asset for Amerex," Nicholas Malino, chief executive officer, said.  
"Additionally, Alex has a particular experience in the analysis of
new technologies, which will assist Amerex as we identify and
evaluate proprietary technologies for potential acquisition."

Mr. Ruckdaeschel has served on the boards of directors of several
public and private companies in such sectors as new technology and
electronics recycling companies and other Green technology
companies.

"I focus on finding companies that provide a clear path and
strategy to achieve growth and value, and I feel the Amerex
Group's business vision brings these key factors together," said
Mr. Ruckdaeschel.  "Through its many environmental remediation
services, Amerex is addressing one of the nation's most important
and fast-growing industries, while remaining committed to quality
and shareholder value."

                    About Amerex Group Inc.

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste     
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $7.2 million and total liabilities of $13.4 million, resulting
to a shareholders' deficit of $6.2 million.

                       Going Concern Doubt

Sartain Fischbein & Co., in Tulsa, Oklahoma, expressed substantial
doubt about Amerex Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's net loss working capital
deficiency and stockholders' deficit.


AMERICAN AXLE: Strike No Effect on S&P's Auto Sector Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said that the American Axle &
Manufacturing Holdings Inc. (BB/Negative/--) work stoppage, now in
its second week, does not yet affect auto sector ratings.  The
strike at American Axle's U.S. United Auto Workers plants has
already forced closure of many General Motors Corp. (GM;
B/Stable/B-3) plants, as well as plants of certain GM suppliers
other than American Axle.  GM suppliers Lear Corp.
(B+/Negative/--) and Tenneco Inc. (BB-/Stable/--) have laid off
workers.  The strike follows the expiration of the four-year
master labor agreement with American Axle.
      
"We still expect American Axle and the UAW to reach an agreement
that will reflect more competitive labor costs, but the timing is
unknown," said Standard & Poor's credit analyst Robert Schulz.  
The two sides resumed negotiations yesterday.
     
If S&P came to believe that the work stoppage would drag on more
than another week or so, S&P could place on CreditWatch the
ratings on GM, American Axle, and certain other suppliers that
depend heavily on GM production.  GM is the largest U.S.
automaker, so an extensive, prolonged strike by American Axle's
workers would create a large ripple effect through GM that would
touch most of the U.S. automotive industry, including smaller
suppliers.  The failure of small suppliers could, in turn, affect
larger suppliers that may have little direct exposure to GM.  In
addition, Chrysler LLC (B/Negative/--) is American Axle's second-
largest customer, after GM, so the strike could eventually reduce
production at Chrysler and affect some of Chrysler's suppliers
that may have little business with GM.
     
The ultimate cash impact for companies affected by the GM plant
closures will depend on how much production is made up after the
strike and on how much, if any, cash is used to assist smaller,
second- and third-tier suppliers.


AMERICAN MEDIA: Moody's Junk Rating on Pressured Liquidity Profile
------------------------------------------------------------------
Moody's Investors Service downgraded American Media Operations,
Inc.'s Corporate Family rating to Caa2 from Caa1 and placed all
ratings under review for possible further downgrade.

Details of the rating action are:

Ratings downgraded:

  -- Corporate Family rating: to Caa2 from Caa1

  -- PDR: to Caa2 from Caa1

  -- Senior secured revolving credit facility due 2012: to B2,
     LGD2, 21% from B1, LGD2, 21%

  -- Senior secured term loan B due 2013: to B2, LGD2, 21% from
     B1, LGD2, 21%

  -- 8.875% senior subordinated global notes due 2011: to Caa3,
     LGD5, 77%, from Caa2, LGD5, 77%

  -- 10.25% senior subordinated global notes due 2009: to Caa3,
     LGD5, 77%, from Caa2, LGD5, 77%

All ratings are placed under review for possible further
downgrade.

The downgrade of the CFR is prompted by Moody's heightened concern
that American Media's pressured liquidity profile and weak free
cash flow prospects will likely be insufficient to repay the
company's maturing debt in 2009.  In addition, the downgrade
reflects the likelihood that American Media could face a near-term
default under the terms of its loan agreement and subordinated
note indenture if its auditors include "going concern" language in
the audited financial statements for the fiscal year ended
March 31, 2008, absent noteholder consent or an amendment to the
senior secured loan agreement.

The rating action follows the company's recent disclosure that its
independent auditors may include language relating to the
company's ability to continue as a going concern in the fiscal
2008 audit report, and that the inclusion of such language could
lead to an event of default and acceleration under American
Media's debt agreements.

The review will consider whether the company will be able to
obtain subordinated noteholder consent to a modification of the
terms of its indenture and lender consent to an amendment to the
senior secured credit agreement prior to the filing of the Form
10K for the fiscal year ended March 31, 2008.  In addition the
review will assess management's success in exploring strategic
alternatives and other restructuring initiatives and the
likelihood that any related actions will result in impaired
recovery to debtholders.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company reported
sales of $492 million for the LTM period ended Dec. 31, 2007.


APOLLO DRILLING: Posts $3,133,529 Net Loss in 2007 First Quarter
----------------------------------------------------------------
Apollo Drilling Inc. reported a net loss of $3,133,529 on sales
revenue of $532,710 for the first quarter ended March 31, 2007.

The company commenced operations in October 2006, and consequently
had no operational activities during the 1st quarter of 2006.

Total revenue of $532,710 consisted of drilling services to the
parent, Apollo Resources International Inc.  The drilling services
were provided to the parent at standard rates as charged to other
non-related customers.

At March 31, 2007, the company's consolidated balance sheet showed
$2,703,814 in total assets, $1,712,483 in total liabilities, and  
$991,331 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $555,087 in total current assets
available to pay $1,712,483 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?28e0

                     Going Concern Disclaimer

De Joya Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about Apollo Drilling Inc.'s ability to continue
as a going concern following its audit of the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's losses from
operations.

                      About Apollo Drilling

Headquartered in Dallas, Apollo Drilling Inc. (OTC: APDR) --
http://www.apollodrillinginc.com/-- is engaged in oil and natural  
gas exploration and production.  The company derives its revenue
primarily from providing oil and natural gas exploration drilling
services.  


ARAG GROUP: Fitch Withdraws Insurer Financial Strength Ratings
--------------------------------------------------------------
Fitch Ratings has withdrawn the quantitative insurer financial
strength (Q-IFS) ratings of three ARAG group subsidiaries.

These ratings were withdrawn by Fitch:

  -- ARAG Compania Internacional de Seguros y Reaseguros SA:
     'BBBq';

  -- Arag Insurance Company: 'BBBq';

  -- Assicurazioni Rischi Automobilistici e Generali: 'Bq'.


ATRIUM COS: S&P Junks Rating From 'B' on Expected Pact Violations
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating, on Atrium Cos. Inc. and its holding
company parent, ACIH, to 'CCC+' from 'B'.  The outlook is
negative.
     
"The downgrade reflects our assessment that as a result of the
ongoing depressed state of the U.S. housing industry, the
company's earnings will continue to be negatively affected in
2008, constraining Atrium's liquidity and potentially leading to
covenant violations under its existing bank credit agreement,"
said Standard & Poor's credit analyst Sean McWhorter.
     
The company has hired Jefferies & Co. to explore recapitalization
options.
     
ACIH has no direct operations of its own and depends upon cash
flow from Atrium to meet its debt obligations, which include cash
interest, beginning in mid-2008, on its outstanding discount notes
due 2012.  The strategic importance of Atrium to ACIH and
management's ultimate fiduciary obligation to the shareholders of
the enterprise support S&P's view of ACIH and Atrium as a
consolidated entity.
     
Atrium is a vertically integrated manufacturer of aluminum and
vinyl windows, with more than 20 plant locations in North America.   
Approximately 60% of the company's consolidated revenue is derived
from new construction throughout the U.S.
     
"The negative outlook reflects our concerns surrounding the
company's weak operating environment and tight liquidity
position," Mr. McWhorter said.  "Given our expectations for
continued negative financial performance, a further rating
downgrade is possible if liquidity tightens from its current level
or if the company violates its covenants and cannot obtain a
waiver or amendment from its lenders.  In the event the company
improves its near-term liquidity position, either through its
recapitalization efforts or amending the terms of its discount
notes, without disadvantaging existing lenders, we could revisit
our rating and/or outlook."


BALLANTYNE RE: Subprime and RMBS Concerns Cue Fitch's Rating Cut
----------------------------------------------------------------
Fitch Ratings downgrades class A-1 of Ballantyne Re Plc:

  -- $250,000,000 class A-1 floating-rate notes to 'B+' from
'BB',         
     is placed on Rating Watch Negative.

Fitch also places these classes, rated 'B', on Rating Watch
Negative:

  -- $10,000,000 class B-1 subordinated notes at 'B', is placed on
     Rating Watch Negative;

  -- $40,000,000 class B-2 subordinated floating-rate notes at
     'B', is placed on Rating Watch Negative.

Ballantyne Re holds significant amounts of subprime residential
asset- and mortgage-backed (ABS/RMBS) securities in the asset
portfolios supporting its reserves.  These assets have experienced
material mark-to-market declines, which previously resulted in the
deferral and accrual of interest on the class B-1 and B-2 notes
and a substantial write-down of the accrued interest and principal
of Ballantyne Re's class C notes.

This rating action reflects Fitch's heightened concern about
subprime and Alt-A residential ABS/RMBS.  The market values of
Ballantyne Re's residential ABS/RMBS investments continue to
decline. At the same time, the life insurance reserves on
Ballantyne Re's block of business continue to grow.  The residual
amount available for payment of interest declined, as evident from
the most recent servicer reports received by Fitch, and Fitch
expects a further decline in the residual available for interest
payments at the end of the first quarter.  If this decline
continues, Ballantyne Re will be unable to make the interest
payments on the class A-1 floating-rate notes.

The 'AAA' ratings of Ballantyne Re's class A-2 floating-rate  
guaranteed notes series B are not affected by this rating actions.   
The 'AA' ratings of Ballantyne Re's class A-2 series A and its A-3
floating-rate guaranteed notes are not affected and remain on
Rating Watch Negative.  Those ratings are linked to the financial
strength of the relevant financial guarantors.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement with Scottish Re Inc. and conducting activities related
to the notes' issuance.  Under the reinsurance agreement, SRUS
ceded a block of business to Ballantyne Re.  Ballantyne Re issued
the notes to finance excess reserve requirements under Regulation
XXX for the ceded block of business.


BCE INC: Quebec Superior Court Approves Plan of Arrangement
-----------------------------------------------------------
BCE Inc. disclosed that the Quebec Superior Court has approved the
company's plan of arrangement for its privatization transaction.  
BCE further said that the Court has dismissed all claims asserted
by or on behalf of certain holders of Bell Canada debentures.

"We are very pleased with the Superior Court's decisions," said
Martine Turcotte, chief legal officer of BCE and Bell Canada.  "On
every point of contention, the Court ruled in favor of BCE.  The
Court's decisions affirm our long-standing position that the
claims of these debentureholders are without merit and that BCE
acted in accordance with its rights and obligations with respect
to the debentureholders."

"We now look forward to closing the privatization transaction with
the investor group led by Teachers' Private Capital, the private
investment arm of the Ontario Teachers' Pension Plan, Providence
Equity Partners, Madison Dearborn Partners, and Merrill Lynch
Global Private Equity," Mr. Turcotte added.

The remaining conditions to the closing of the privatization
transaction include the required approvals of the Canadian Radio-
television and Telecommunications Commission and Industry Canada.
Subject to any appeal by the debentureholders and the timing and
terms of such an appeal, BCE expects the transaction to close in
the first part of the second quarter of 2008.

In the event the debentureholders decide to appeal the Quebec
Superior Court's judgments, they have agreed the appeal must be
filed with the Quebec Court of Appeal by March 17, 2008.

                           About BCE Inc.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing       
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: Denies Liquidity Woes, Shares Drop 13% to $60.34
--------------------------------------------------------------
The Bear Stearns Companies Inc. denied market rumors regarding the
firm's liquidity.  The company stated that there is absolutely no
truth to the rumors of liquidity problems that circulated in the
market.

"Bear Stearns' balance sheet, liquidity and capital remain
strong," Alan Schwartz, President and CEO of The Bear Stearns
Companies Inc., insisted.

Reuters relates that Bear Stearns' shares dropped more than 13% to
$60.34, bonds weakened to junk levels and buying interest dried up
amid liquidity speculations.

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Bear Stearns Companies reported a net loss of $854 million for the
fiscal fourth quarter ended Nov. 30, 2007, as compared with net
income of $563 million for the fourth quarter of 2006.  Net
revenues for the 2007 fourth quarter were a loss of $379 million
down from revenues of $2.4 billion for the 2006 fourth quarter.

Bear Stearns will announce its first quarter 2008 financial
results on Thursday, March 20, 2008, in a press release that will
be issued prior to the opening of the New York Stock Exchange.

Two of Bear Stearns Cos.' units, Bear Stearns High-Grade
Structured Credit Strategies Master Fund, Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage Master
Fund, Ltd., are undergoing winding up proceedings in the Cayman
Islands.  The Cayman Island hedge funds invested in collateralized
debt obligations related to U.S. subprime mortgage loans.

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'.


BELL CANADA: Noteholders Say BCE's Plan of Arrangement is Unfair
----------------------------------------------------------------
The committee comprising certain institutional holders of 1997
Bell Canada debentures received the decision of the Honorable
Justice Silcoff of the Quebec Superior Court of Justice approving
a plan of arrangement under which BCE will be acquired by
a consortium led by the Ontario Teachers' Pension Plan.

Committee members objected to the plan of arrangement because they
believe it is unfair to debenture holders.  The proposed plan
forces Bell Canada, the BCE subsidiary in which Committee members
hold bonds, to guarantee $32 billion in loans that the purchaser
will incur to purchase the shares of BCE.

Committee members believe that Bell will receive nothing in return
for guaranteeing that debt.  The proposed plan has already led to
a decrease in the market value of the bonds and has led some
credit agencies to downgrade the bonds' status from investment
grade to junk bond status.

Committee members also believe that it was unfair for the
directors of Bell to have allowed Bell to guarantee the debt
without considering the issue from the perspective of Bell and its
bondholders.

In approving the proposed plan, the Court declined to accept the
debentureholders' submissions that the proposed plan was unfair to
the debentureholders.

While the company's clients are disappointed with the result, they
will be reviewing the decision carefully over the coming days in
order to consider what steps, if any, they might want to take in
response to the decision.

The Committee is comprised of a "blue chip" roster of life
insurance companies and money managers in the North American
market place such as Addenda Capital Inc., Barclays Global
Investors Canada Limited, CIBC Global Asset Management Inc.,
Franklin Templeton Investments Corp., Her Majesty the Queen in
Right of Alberta, as Represented by the Minister of Finance,
Manulife Financial Corporation, Phillips, Hager & North Investment
Management Ltd., Sun Life Assurance Company of Canada, TD Asset
Management Inc. and The Wawanesa Life Insurance Company.

                         About Bell Canada

Headquartered in Montreal, Bell Canada -- http://www.bell.ca/--   
is a communications company, providing consumers with solutions to
all their communications needs, including telephone services,
wireless communications, high-speed Internet, digital television
and voice over IP.  Bell also offers integrated information and
communications technology services to businesses and governments,
and is the Virtual Chief Information Officer to small and medium
businesses.  Bell is proud to be a Premier National Partner and
the exclusive Communications Partner to the Vancouver 2010 Olympic
and Paralympic Winter Games. Bell is wholly owned by BCE Inc.
(TSX/NYSE: BCE).  

                           *     *     *

Bell Canada continues to carry Standard & Poor's Ratings Services'
'BB-' long-term corporate credit rating, which was placed in
September 2007.


BICENT POWER: S&P Confirms 'BB-' Rating on Wind Farm Sale to AES
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
Bicent Power LLC's $330 million first lien senior secured notes
due 2014, $120 million LC facility due 2012, and its $30 million
revolving credit agreement due 2012.  In addition, Standard &
Poor's affirmed its 'B-' rating on Bicent's $130 million second
lien senior secured notes, due 2014.  The outlook is stable.
     
"The affirmation factors in the credit effects of the recent sale
of Bicent's 67 megawatt Mountain View wind farm to AES Corp.,"
said Standard & Poor's credit analyst Terrence Marshall.  "Bicent
will use the proceeds to retire a portion of its first lien debt,
which will improve the project's minimum debt service coverage
ratios during the debt tenure."  This expected improvement in
financial performance helps offset the greater asset concentration
risk to which Bicent is currently exposed, now that the Mountain
View plant has been sold.  
     
Bicent's portfolio now consists of one 120 MW coal facility and
four gas-fired projects with a total aggregate capacity of 416 MW
located at five sites in Montana, Colorado, Georgia, and
California.
     
Bicent Power is a special-purpose, bankruptcy-remote operating
company formed in 2007 to acquire independent power producer
Centennial Power Inc., including its 603 MW coal, gas, and wind
generation portfolio, and its power plant operations and
construction firm, Colorado Energy Management LLC.


BLUEGREEN CORP: Earns $8.5 Million for the 2007 Fourth Quarter
--------------------------------------------------------------
Bluegreen Corporation reported $8.5 million net income for quarter
ended Dec. 31, 2007 from $1.7 million net income for the 2006
fourth quarter.  For the fiscal year ended Dec. 31, 2007, the
company posted a net income of $31.9 million from $29.8 million of
fiscal 2006.

Total sales for the 2007 fourth quarter rose 7.6% to
$136.5 million from $126.8 million sales for the 2006 fourth
quarter.  For fiscal 2007, total sales were $476.0 million from
$419.7 million for fiscal 2006.

Total operating revenues for the 2007 fourth quarter totaled
$167.5 million compared to $153.5 million for the 2006 fourth
quarter.  Total operating sales for fiscal 2007 were
$691.4 million compared to $673.3 million revenues for the 2006
fourth quarter.

Bluegreen Resorts and Bluegreen Communities yielded field
operating profit of $22.6 million and $3.7 million, respectively,
during the fourth quarter of 2007.

"Bluegreen Resorts ended a successful 2007 with strong fourth
quarter results, which we view as a reflection of our continued
success at servicing our customers while providing a cost-
effective, flexible, and high-quality vacation ownership product,"
John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented.  "We continue to monitor the overall economy
but are currently cautiously optimistic, based, in part, on our
industry's results during prior economic downturns."

"Summer 2008 will mark two significant milestones, as we expect to
begin welcoming guests and opening permanent sales offices at our
newest properties in Las Vegas, Nevada and Williamsburg,
Virginia," Mr. Maloney continued.  "We believe that during 2007,
Bluegreen further enhanced its marketing capabilities and expanded
the offerings of the Bluegreen Vacation Club through strategic
alliances."

"The company extended its historically successful marketing
alliance and joint venture with Bass Pro Inc. and its affiliates
for a seven-year term ending in 2014," Mr. Maloney added.  
"Bluegreen also entered into an agreement with Shell Vacation
Club, a privately-held timeshare developer, which provides for
dual owner access to our respective resort properties, subject to
applicable terms and conditions."

"This new arrangement, known as "Select Connections," increases
our owners' vacation choices to include 18 Shell resort locations
and enhances our presence in the western United States, including
Hawaii, and Canada," Mr. Maloney stated.

"We are very pleased that Communities continued to operate
profitably for the 2007 year and fourth quarter despite a
difficult real estate market that has negatively impacted some of
our Communities sales operations," Mr. Maloney said.  "We are
pleased that, to date, we have continued to sell homesites at
retail prices that are comparable to prior year's pricing."

"We are continuing to manage this important segment of our
business in light of current market demand through the development
of new sales and marketing initiatives and, by design, expect that
it will comprise a smaller portion of Bluegreen's consolidated
results in 2008," Mr. Maloney went on to say.  "New land purchases
will be selective and, as always, our goal is to adhere to a
strict economic model."

"We believe that this deliberate approach is evidenced by our
results and that our current portfolio of properties was acquired
at prices that we believe can generate profitable returns despite
the current market environment," Mr. Maloney expressed.

As previously announced, Bluegreen intends to pursue a rights
offering to its shareholders of up to $100 million of its common
stock.  The purpose of the rights offering is to further
strengthen the company's balance sheet in light of the $55 million
of senior secured notes which mature in April 2008, and to support
organic and acquisition-driven growth initiatives to maximize
shareholder value.

"Bluegreen continues to maintain a high level of liquidity, as
evidenced by our cash position at Dec. 31, 2007, and we believe
that we enjoy excellent relationships with our lenders and
securitization investors," Mr. Maloney imparted.  "In October
2007, we completed a $177 million term securitization and in
August 2007 we renewed and increased our revolving line of credit
with Wachovia Bank, NA."

"Our financial position and relationships combine to provide a
sound financial foundation in support of our day-to-day
operations," Mr. Maloney went on to say.  "Our vacation ownership
receivables portfolio continues to perform well."

"Delinquencies over 30 days and average annual default rates at
Dec. 31, 2007 remained generally consistent to Dec. 31, 2006, and
below historical amounts," Mr. Maloney concluded.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1,039.5 million, total liabilities of $632.0 million and a
total shareholders' equity of $385.1 million.

                         About Bluegreen
        
Bluegreen Corporation (NYSE: BXG) -- http://www.bluegreencorp.com/   
-- provides Colorful Places to Live and Play(R) through two
principal operating divisions.  With over 170,000 owners,
Bluegreen Resorts markets a flexible, real estate-based vacation
ownership plan that provides access to over 40 resorts and an
exchange network of over 3,700 resorts and other vacation
experiences such as cruises and hotel stays.  Bluegreen
Communities has sold over 55,000 planned residential and golf
community homesites in 32 states since 1985.  Founded in 1966,
Bluegreen is headquartered in Boca Raton, Fla., and employs over
6,200 associates. In 2005, Bluegreen ranked No. 57 on Forbes' list
of The 200 Best Small Companies and No. 48 on FORTUNE'S list of
America's 100 Fastest Growing Companies.
        
                         *     *     *
        
As reported in the Troubled Company Reporter on Jan. 9, 2007,
Standard & Poor's Ratings Services revised its outlook on
Bluegreen Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating on the
Boca Raton, Florida-based timeshare developer.


BPC REORGANIZATION: US Trustee Wants Case Dismissed or Converted
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to either
dismiss or convert to a Chapter 7 liquidation proceeding the
Chapter 11 case of BPC Reorganization Corp. fka The Big Party
Corporation.

The Debtor, pursuant to a Court-approved asset sale agreement,
sold 33 of its 54 stores to iParty Retail Stores Corp. more than
seven years ago.  During that time, the Debtor also hired agents
to conduct "going-out-of-business" sales at the remaining 21
locations.

In 2002, the Debtor filed a plan of liquidation and an
accompanying disclosure statement.  The U.S. Trustee said that
apparently, the plan was not confirmable as the Debtor made no
attempt to confirm it.  For all intents and purposes, the plan,
said the U.S. Trustee, was abandoned because over the next five
years, no further action was taken to confirm the plan.

The Debtor also disclosed in a status report that it had
liquidated all of its assets and the only remaining estate asset
was the cash proceeds remaining from the sale.  The Debtor also
indicated that it was not currently involved in any litigation and
held no claims or causes of action against any other entity.

In addition, the U.S. Trustee records showed that the Debtor is
over 90 days delinquent with respect ot disbursement information
reporting.  The U.S. Trustee relates that during the course of the
Chapter 11 case, the Debtor filed monthly operating reports on a
sporadic basis, which at times contained to have incomplete
information.

             Case Has Stagnated, Says U.S. Trustee

Approximately 93 months have passed since the inception of these
cases and approximately 90 months have passed since the Debtor
sold substantially all of its assets, the U.S. Trustee notes.  
Since the Debtor made no effort to confirm its plan or propose any
alternate plan, there is no reasonable likelihood of
rehabilitation in this case as the Debtor does not appear to have
sufficient funds for the plan.

Accordingly, the U.S. Trustee says, cause exists to dismiss or
convert the case under a Chapter 7 liquidation proceeding because
there is a continuing diminution of estate assets and the absence
of a reasonable likelihood of rehabilitation.  As further grounds,
the U.S. Trustee adds, the Debtor has failed to comply with its
statutory obligations with respect to reporting.

BPC Reorganization Corp., formerly known as the Big Party
Corporation, filed for Chapter 11 protection on July 23, 2000
(Bankr. D. Del. Case No. 00-2852).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$10 million.


BRASSWOOD APARTMENTS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Lead Debtor: Brasswood Apartments, LLC
             3150 Brasswood Court
             Greenville, NC 27834

Bankruptcy Case No.: 08-01608

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Brasswood Apartments II, LLC               08-01609

Type of Business: The Debtors own and manages apartments for rent.

Chapter 11 Petition Date: March 7, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: Walter L. Hinson, Esq.
                     (annhinson@nc.rr.com)
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746

Brasswood Apartments, LLC's Financial Condition:

Total Assets: $5,173,400

Total Debts:  $4,521,760

A. Brasswood Apartments, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       notice only           Unknown
P.O. Box 21126
Philadelphia, PA 19114-0326

B.  Brasswood Apartments II, LLC does not have any creditors who
    are not insiders.


CABLEVISION SYSTEMS: Dec. 31 Balance Sheet Upside-Down by $5 Bil.
-----------------------------------------------------------------
Cablevision Systems Corporation reported financial results for the
fourth quarter and full year ended Dec. 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $9.1 billion and total debts of $14.2 billion, resulting in a
$5.0 billion stockholders' deficit.  Deficit, as of Dec. 31, 2006,
was $5.3 billion.

The company reported net income of $6.6 million on $1.8 billion
net revenues for the three months ended dec. 31, 2007, compared
net loss of $23.9 million on $1.6 billion revenues for the three
months ended Dec. 31, 2006.  For the year ended Dec. 31, 2007, the
company disclosed net income of $218.4 million on $6.4 billion net
revenues, compared to 2006's net loss of $126.4 million on $5.8
billion net revenues.

Cablevision had a good fourth quarter and a strong 2007 with
annual double-digit revenue and AOCF growth, Cablevision
President and CEO James L. Dolan commented.  Our cable operations
helped drive this year's performance with strong subscriber
increases in digital video, voice and data, which ensured that
Cablevision maintained its industry-leading penetration rates.  
Also fueling our success in 2007 was Rainbow Media and MSG, which
both delivered double-digit increases in revenue and AOCF for the
full year. With our businesses performing well, we are confident
in our prospects going forward.

Loss on extinguishment of debt of $19,113 for the year ended
Dec. 31, 2007 represents the excess of the redemption price over
the carrying value of the $175,000 principal amount of subsidiary
Rainbow National Services LLC senior subordinated notes due 2014
redeemed in August 2007.  Loss on extinguishment of debt of
$13,125 for the year ended Dec. 31, 2006 represents the premium
paid on the early redemption of CSC Holdings $250,000 principal
amount of 10-1/2% Senior Subordinated Debentures due 2016 in May
2006.

Minority interests for the years ended Dec. 31, 2007 and 2006 of
$321 and $1,614, respectively, represent other parties share of
the net income (losses) of entities which are not entirely owned
by us but which are consolidated in our financial statements.

Net miscellaneous income of $2,636 and $2,845 for the years ended
Dec. 31, 2007 and 2006, respectively, resulted primarily from
dividends received on certain of the Companys investment
securities, partially offset by other miscellaneous expenses.

                    About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Moody's Investors Service upgraded to Ba3, from B1, the Corporate
Family Ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to Stable
from Developing.


CARAUSTAR INDUSTRIES: Posts $6.7MM Net Loss for 2007 Fourth Qtr.
----------------------------------------------------------------
Caraustar Industries Inc. reported $6.7 million net loss for the
2007 fourth quarter Dec. 31, 2007, compared to $12.4 million net
loss for the 2006 fourth quarter.  For the full fiscal year ended
Dec. 31, the company incurred a net loss of $24.5 million from a
net income of $47.3 million for fiscal 2006.

Total sales for the 2007 fourth quarter amounted to $203.9 million
compared to $203.0 total sales for the same quarter in 2006.  For
fiscal 2007, the company sales reflected $854.2 million a decrease
of 8.4% from $933.0 million sales in 2006.

Loss from continuing operations for the fourth quarter of 2007 was
$7.0 million compared to a 2006 fourth quarter loss of
$10.8 million.  The fourth quarter 2007 and 2006 results from
continuing operations included restructuring and impairment costs
of approximately $3.5 million and $12.4 million, of which
$3.3 million and $4.1 million were cash charges, respectively.  
Also included in the fourth quarter of 2007 loss from operations
were pre-tax charges of $1.8 million related to a customer
bankruptcy.  The $6.9 million improvement in pre-tax operating
loss was primarily attributable to lower restructuring and
impairment costs.
    
For the year ended Dec. 31, 2007, the $106.3 million decrease in
pre-tax operating results was primarily attributable to the gain
on sale of the company's 50% partnership interest in Standard
Gypsum L.P. in 2006, a loss on redemption of debt in 2006, lower
restructuring and impairment costs in 2007 and a decrease in
equity in income of unconsolidated affiliates in 2007.
    
"The company has worked hard to replace volume impacted by a
slowing U.S. economy," Michael J. Keough, president and chief
executive officer of Caraustar, commented.  "During the fourth
quarter, our gypsum facing paper mills operated near capacity by
producing alternate paper grades, tube and core grades at our
Sweetwater mill and containerboard grades at our PBL joint
venture, and our same-mill URB volume was up slightly over prior
year. Capacity utilization for the industry continues in the low
90 percentiles.

"We are still challenged by high fiber and energy costs, which
compressed margins $17 a ton in our mill group in the fourth
quarter," Mr. Keough added.  "As a result of continued cost
pressures, we announced price increases for URB, $40/ton, and
converted products 8% in the first quarter 2008.
    
"We continue to invest in our core businesses, which is
exemplified by the upgrade at our Sweetwater mill for tube and
core grades, improvements at Austell Mill One for book stock, the
new baler and shredder at our RFG facility in Texarkana, four new
high-speed tube and core winders, one new edge protector line, two
new folding carton presses and the recent acquisition of the
assets of Mayers Fibre Tube and Core in Winnipeg, Canada," Mr.
Keough continued.  "At our PBL joint venture, we have had a number
of successful trials for higher margin white-top linerboard for
our partner, Temple-Inland.

"As we refine production, we expect that this additional product
line will complement PBL's production of gypsum facing paper and
other containerboard products," Mr. Keough stated.  "We believe
that PBL will provide improved performance in 2008 versus 2007.
    
"Despite market pressures, we continue to refine and redefine the
company to operate in these challenging times," Mr. Keough  
concluded.

Caraustar's 50-percent owned interest in the Premier Boxboard
Limited mill contributed $0.8 million in equity in income from
unconsolidated affiliates in the fourth quarter 2007 versus
$0.4 million in the fourth quarter of 2006.  Cash distributions
were $3.0 million compared to zero for the same period last year.   
Both the increase in earnings and cash distributions were
attributable to increased containerboard volume which offset the
decline in gypsum facing paper volume.
  
The company ended the year with a cash balance of $6.5 million
compared to $1.0 million at the end of 2006.  During 2007,
Caraustar generated $0.4 million of cash in operating activities,
compared to cash used from operations of $3.1 million the previous
year.  

This increase was primarily attributable to a $12.6 million
decrease in working capital, a $13.8 million reduction in cash
payments for interest, partially offset by a decrease in
distributions from PBL of $4.0 million, an $11.9 million increase
in pension contributions and reduced income from operations before
restructuring and impairment costs of $5.9 million.  Cash proceeds
from asset sales of approximately $28.7 million received in 2007
also supplemented liquidity.  Capital expenditures decreased year-
over-year from $38.2 million to $26.6 million in 2007.  The
$11.6 million decrease was primarily due to unusually large
investments in 2006 that were completed in 2007.  

As of Dec. 31, 2007, the company had $10.3 million in borrowings
outstanding under the revolving portion of its senior credit
facility and $15.0 million of letters of credit outstanding that
reduce availability.  As of Dec. 31, 2007, the company had
availability under the revolving portion of the senior credit
facility of $31.3 million.

For Dec. 31, 2007, the company's balance sheet showed total assets
of $572.0 million, total liabilities of $432.2 million and a total
shareholders' equity of $139.8 million.

                    About Caraustar Industries
        
Headquartered in Austell, Georgia, Caraustar Industries Inc.
(NasdaqGM: CSAR) -- http://www.caraustar.com/-- is one of the     
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar serves the four principal recycled boxboard
product end-use markets: tubes, cores and composite cans; folding
cartons; gypsum facing paper and specialty paperboard products.
        
                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Caraustar Industries Inc., including its 'B+' corporate credit
rating, and removed the ratings from CreditWatch where they were
placed with negative implications on May 9, 2007.


CARLYLE CAPITAL: Seeking to Reach Standstill Deals with Lenders
---------------------------------------------------------------
Carlyle Capital Corporation Limited said yesterday that with the
assistance of The Carlyle Group, it is continuing discussions with
its lenders, on various subjects, including the execution of
standstill agreements, while evaluating all available options to
maximize value for all interested parties.  Although the company
has not received executed standstill agreements from its lenders,
the company remains in active discussions with lenders who hold
approximately $16 billion in securities, and the company believes
that the discussions progressed throughout the day in a
constructive manner.

No further events of defaults from the company's remaining lenders
have been received, Carlyle Capital disclosed.  The company
believes that certain lenders may have liquidated in the open
market the collateral securing approximately $700 million of
additional indebtedness, bringing the total to approximately
$5.7 billion.

The company said that as previously noted, to the best of the
company's knowledge, no creditors or shareholders have instituted
legal action against the company of any kind.

It said that The Carlyle Group and the company appreciate the
efforts that the remaining lenders have made in attempting to find
a workable solution to the company's financing arrangements.

The company stated that it continues to keep its various
regulators informed of recent events.  The company will provide
updates as appropriate.

         Missed Margin Calls and Receipt of Default Notice

As reported in the Troubled Company Reporter yesterday, March 10,
2008, Carlyle Capital said that since filing its annual report on
Feb. 28, 2008, the company has been subject to margin calls and
additional collateral requirements totaling more than $60 million.

It said that until March 5, the company had met all of the margin
requirements imposed by its repo counterparties.  However, on
March 5, the company received additional margin calls from seven
of its 13 repo counterparties totaling more than $37 million.  The
company has met margin calls from three of these financing
counterparties that have indicated a willingness to work with the
company during these tumultuous times, but did not meet the margin
requirements of the four other repo financing counterparties.  

At that time, one notice of default has been received by the
company from the group of four counterparties and management
expects to receive at least one additional default notice.

                       Financial Highlight

As of Feb. 27, 2008, the company's $21.7 billion investment
portfolio is comprised exclusively of AAA-rated floating rate
capped residential mortgage backed securities issued by Fannie Mae
and Freddie Mac, which are considered to have the implied
guarantee of the U.S. government and are expected to pay at par at
maturity.

The Carlyle Group agreed to increase the $100 million unsecured
revolving credit facility made available to the company to
$150 million and extend the maturity to July 1, 2009.  As of
Feb. 27, 2008, the company had $80 million of availability under
this credit facility.

As of Feb. 27, 2008, the company had unused repo lines of
$2.4 billion with 11 counterparties.

                     Bankruptcy is Possible

Several analysts, including those from Citigroup and J.P. Morgan
Chase & Co., have commented that unless The Carlyle Group steps in
to rescue Carlyle Capital, the hedge fund will likely go bankrupt.

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam: CCC;
ISIN: GG00B1VYV826) -- http://www.carlylecapitalcorp.com/-- is a  
Guernsey investment company that was formed on Aug. 29, 2006.  It
is a closed-end investment fund domiciled and registered as a
limited company under the laws of Guernsey, Channel Islands. The
company invests in a diversified portfolio of fixed income assets
including high-grade mortgages and credit products.  The company's
day-to-day activities and investment portfolio are managed by
Carlyle Investment Management LLC, whose investment professionals
have extensive experience in the areas of mortgage finance,
leveraged finance, capital markets transaction structuring and
risk/portfolio management.

CIM manages the company pursuant to a management agreement.  CIM
is a registered investment adviser under the U.S. Investment
Advisers Act of 1940 and is an affiliate of The Carlyle Group.


CATHOLIC CHURCH: Fairbanks Selects Keegan Linscott as Accountant
----------------------------------------------------------------
Pursuant to Sections 327, 328, 329 and 1107 of the Bankruptcy
Code, Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Keegan, Linscott and Kenon, P.C., as accountants
and financial consultants, nunc pro tunc to the bankruptcy filing.

Bishop Kettler says it is essential to the Diocese's
reorganization efforts that it obtain professional accounting and
financial services to prepare and reorganize its business
affairs, to pursue confirmation of a plan of reorganization, and
to provide other professionals accounting and financial
consulting services.  Hence, the Diocese wants to employ Keegan
Linscott because of the firm's extensive experience in providing
services to religious non-profit corporations.

As consultants, Keegan Linscott will:

   -- analyze the Diocese's operations;

   -- give advise on the Diocese's accounting systems and
      procedures;

   -- develop reorganization and liquidation models;

   -- analyze financing and financial alternatives for the
      Diocese; and

   -- assist in developing a plan of reorganization.

Keegan Linscott will be paid at rates varying from $75 to $300
per hour, depending on the level of personnel assigned to do the
work.  The firm will also be reimbursed for charges and out-of-
pocket expenses relating to its retention.  The Diocese has paid
Keegan Linscott a retainer amounting to $62,051, which was
applied to prepetition fees and costs.

In accordance with Sections 101(14), 327, and 328 of the
Bankruptcy Code, Keegan Linscott is "disinterested" and does not
represent any entity in the reorganization case, which has any
interest adverse to the Diocese, Christopher G. Linscott, a
shareholder at Keegan Linscott, tells Judge Donald MacDonald, IV.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald IV of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Wants Dorsey & Whitney as Local Counsel
------------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
permission from the U.S. Bankruptcy Court for the District of
Alaska to employ Dorsey & Whitney LLP as its local and special
counsel, nunc pro tunc to the bankruptcy filing.

Michael R. Mills, Esq., of Dorsey & Whitney, has represented many
Chapter 11 debtors in the state of Alaska, and his experience and
expertise will be beneficial to the Diocese, relates Susan G.
Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona, the
Diocese's proposed counsel.  She discloses that Dorsey & Whitney
has represented the Diocese prepetition, and that all of its fees
and costs have been paid in full.  Hence, Dorsey & Whitney is not
a creditor of the bankruptcy estate.

Dorsey & Whitney will be paid in its standard hourly rates, and
will be reimbursed for expenses incurred in relation to its
retention.  Michael R. Mills, as primary attorney will be paid
$320 per hour, while Michele Droege, a paralegal, will be paid
$160.  Hourly rates of others working on the bankruptcy case may
vary depending on their experience and expertise.

Ms. Boswell discloses that Dorsey & Whitney is currently holding
a retainer of $6,412.  Any application of the retainer will be
subject to Court approval, including approval of any monthly
payment procedures.

Mr. Mills assures the Court that Dorsey & Whitney is a
"disinterested person" within the meaning of Sections 101(13),
328 and 1103(b) of the Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald, IV, of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Taps Cook Schuhmann as Special Counsel
-----------------------------------------------------------------
Donald J. Kettler, sole Director of the Catholic Bishop of
Northern Alaska, and bishop of the Diocese of Fairbanks, seeks
authority from the U.S. Bankruptcy Court for the District of
Alaska to employ Cook, Schuhmann & Groseclose, Inc., nunc pro
tunc to the bankruptcy filing, as special litigation counsel to
represent the Diocese's interests with respect to certain
prepetition litigation matters.

Prior to the bankruptcy filing, CSG represented the Diocese in
pending civil actions in various courts in the state of Alaska.  
Hence, Bishop Kettler says, CSG is intimately familiar with the
issues in the Litigation Cases.  

Bishop Kettler assures Judge Donald MacDonald, IV, that CSG's
services will not duplicate or overlap the efforts of Quarles &
Brady LLP, or any other professional retained by the Diocese.

CSG will be paid in its hourly rate of $250, and will be
reimbursed for costs and expenses related to services pertaining
to the Litigation Cases.

Robert B. Groseclose, Esq., a managing shareholder at CSG,
assures the Court that his firm is "disinterested" in in
accordance with 11 Sections 101(14), 327 and 328 of the
Bankruptcy Code.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA filed for chapter 11 bankruptcy
on March 1, 2008 (Bankr. D. Alaska Case No. 08-00110).  Susan G.
Boswell, Esq., at Quarles & Brady LLP represents the Debtor in its
restructuring efforts.  Judge Donald MacDonald, IV, of the United
States Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  When the Debtor filed for bankruptcy,
it listed assets between $10 million and $50 million and debts
between $1 million and $10 million.  The church's exclusive plan
filing period expires on June 29, 2008.  (Catholic Church
Bankruptcy News, Issue No. 116; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CHAMPIONS BIOTECH: Earns $611,006 in 3rd Quarter Ended Jan. 31
--------------------------------------------------------------
Champions Biotechnology Inc. reported net income of $611,006 on
total operating revenue of $924,940 for the third quarter ended
Jan. 31, 2008, compared with a net loss of $37,198 on $-0-
revenues in the same period ended Jan. 31, 2007.

At Jan. 31, 2008, the company's consolidated balance sheet showed
$1,973,573 in total assets and $463,172 in total liabilities,
resulting in a $1,510,401 total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jan. 31, 2008, are available for
free at http://researcharchives.com/t/s?28e1

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,
expressed substantial doubt about Champions Biotechnology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
April 30, 2007, and 2006.  The auditing firm pointed to the
company's net operating losses and large accumulated deficits.  

                  About Champions Biotechnology

Headquartered in Arlington, Virginia, Champions Biotechnology Inc.
(OTC BB: CSBR) -- http://www.championsbiotechnology.com/-- is  
engaged in the development of advanced preclinical platforms and
predictive tumor specific data to enhance and accelerate the value
of oncology drugs for companies and physicians.  


CHRYSLER LLC: Closes Belvidere Plant; 1,000+ Workers Go Unemployed
------------------------------------------------------------------
Around 1,100 workers were laid-off as Chrysler LLC formally shuts  
down its plant in Belvidere, Illinois, various reports say.

The closure of the plant, which produces the company's line of
Dodge Caliber, Jeep Patriot, and Jeep Compass brands, is part of
the automaker's move to consolidate operations, streamline
production, and generally reduce costs, The Detroit News reports.  
Chrysler already took measures such as tossing away duplicative
car models, moving far-flung operations to its headquarters, and
made deals with Daimler AG to access new technology.

The company's moves came after it lost its tooling battle with
Plastech Engineered Products Inc.  As reported in the Troubled
Company Reporter on Feb. 20, 2008, the U.S. Bankruptcy Court for
the Eastern District of Michigan denied the company's request to
pull out tooling equipment from Plastech's plants.  However, the
parties have agreed to subsequent supply deals.

The Belvidere plant's third shift workers began work in July 2006
when Chrysler decided to turn off its robotic body shop,
BusinessRockford.com relates.  As their employment drew to a
close, the company stationed extra security at their plant to
prevent rumored violence when the workers went out.

                       About Chrysler LLC

Based 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 Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.


CHRYSLER LLC: Closes Pacifica Design Center in California
---------------------------------------------------------
Chrysler LLC disclosed in a media blog that it is closing its
Pacifica Advance Product Design Center outside Diego, and
consolidate the advanced design studio to its home base in Auburn
Hills, Michigan.

Increasingly, the company is leveraging resources worldwide,
forming new joint ventures and alliances and consolidating
operations in order to better achieve global balance and manage
fixed costs.  These moves, Chrysler says, are designed to help it
become a more globally focused manufacturer, with design,
engineering, and sourcing, as well as a local presence to serve
local customers.

Chrysler adds that the Advance Design remains an integral part of
its future design efforts.  These changes set the stage for
Chrysler's future global growth efforts, which also include its
intent to establish global expertise in design, engineering and
sourcing through centers of excellence.  These actions will help
the company meet its long-term globalization goals, Chrysler
explains.

The company's move came after it agreed with supplier Plastech
Engineered Products Inc. to extend their supply agreement to
March 17, 2008.  As reported in the Troubled Company Reporter on
Feb. 20, 2008, the U.S. Bankruptcy Court for the Eastern District
of Michigan denied Chrysler's request to pull out tooling
equipment from Plastech's plants.

David Barnas, a Chrysler representative, told Reuters that the
changes come as part of Chrysler's intent to cut costs and
streamline production.  As reported in the Troubled Company
Reporter on Feb. 27, 2008, Chrysler LLC also tossed away the "car
cloning" concept in its production lines and concentrated on
selling its remaining unique models.

"These changes set the stage for Chrysler's future global growth
efforts," Reuters quotes Mr. Barnas as saying.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive
supplier of interior, exterior and underhood components.  It
designs and manufactures blow-molded and injection-molded plastic
products primarily for the automotive industry.  Plastech's
products include automotive interior trim, underhood components,
bumper and other exterior components, and cockpit modules.  
Plastech's major customers are General Motors, Ford Motor Company,
and Toyota, as well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

Based 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 Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.


CIFG GUARANTY: Fitch Cuts IFS to 'AA-', Keeps Rating Watch Neg
--------------------------------------------------------------
Fitch Ratings, concurrent with its rating action earlier on CIFG
Guaranty, CIFG Assurance North America, Inc., and CIFG Europe, has
taken various rating actions on 8895 bond issues (8885 municipal,
10 non-municipal) insured by CIFG.

Fitch downgraded CIFG's Insurer Financial Strength rating to
'AA-'.  The rating remains on Rating Watch Negative.  Fitch's
policy is to downgrade insured transactions to the higher of the
underlying rating of the insured transaction if rated by Fitch or
the rating of the insurer.  A total of 466 CIFG-insured bonds
rated 'AA-' or higher were downgraded to the underlying rating as
a result of this action.


CIFG GUARANTY: Fitch Downgrades Insurer Strength Rating to 'AA-'
----------------------------------------------------------------
Fitch Ratings downgraded these Insurer Financial Strength ratings
for CIFG Guaranty and affiliates:

  -- CIFG Guaranty: to 'AA-' from 'AAA'.
  -- CIFG Assurance North America, Inc.: to 'AA-' from 'AAA'.
  -- CIFG Europe: to 'AA-' from 'AAA'.

The ratings remain on Rating Watch Negative, where they were first
placed on Feb. 5, 2008.  All obligations insured by CIFG may be
affected by this action.  Fitch's policy is to downgrade insured
transactions to the higher of the underlying rating of the insured
transaction if rated by Fitch or the rating of the insurer.

This action on CIFG Guaranty and its affiliates is based on
Fitch's view that CIFG's shareholders may be less willing to
provide further capital support to CIFG in the future than in the
past.  Unquestioned capital support from large, strong
shareholders has been a key qualitative aspect of CIFG's 'AAA' IFS
rating historically, and played a tangible role in Fitch's
maintenance of CIFG's 'AAA' rating following deterioration in
CIFG's insured portfolio due to subprime exposures.  The strong
parental support provided through its shareholders Caisse
Nationale des Caisses d'Epargne et Prevoyance and Banque Federale
des Banques Populaires was demonstrated in late-2007 when the
ownership group provided a capital infusion of $1.5 billion into
CIFG to meet its prior modeled capital shortfall.

Though its analysis is ongoing, Fitch believes CIFG will likely
need considerably more capital resources to support an 'AAA' IFS
rating when the agency completes its updated review of CIFG's
capital position, which was first discussed on Feb. 5, 2008.  The
ratings remain on Rating Watch Negative as future rating actions
will hinge on the outcome of Fitch's assessment of CIFG's capital
position, combined with a further analysis of CIFG and its parent
companies' long-term commitment to the financial guaranty
industry, as well as updated analysis of CIFG's franchise and
competitive business positioning.  Fitch believes it is highly
probable CIFG's ratings will be downgraded further, in the near-
term, after these analyses are completed.

Fitch's updated review of CIFG and several of its financial
guaranty competitors, which is still on-going, is centering on its
exposure to structured finance collateralized debt obligations (SF
CDOs).  Based on updated loss assumptions and the speed with which
adverse information on underlying mortgage performance is becoming
available, Fitch believes both simulated capital model losses and
expected losses will increase materially for CIFG because of the
company's significant SF CDO exposure within its insured
portfolio, which was $9.2 billion as of Sept. 30, 2007.  Higher
cumulative loss levels on subprime mortgage bonds will potentially
have a greater impact on CIFG, given this guarantor's greater
concentration of mezzanine SF CDOs, which were originally backed
by underlying collateral rated 'BBB'.

The review will also consider a number of qualitative
considerations such as CIFG's future business and competitive
position, which Fitch views as challenged, as well as recent and
future changes in management, governance and ownership.

CIFG Guaranty, CIFG Assurance North America, Inc. and CIFG Europe
are subsidiaries of CIFG Holding.  CIFG Holding is directly owned
by Banque Federale des Banques Populaires and Caisse Nationale des
Caisses d'Epargne et Prevoyance, two large French banking groups.


COOLBRANDS INT'L: Pays $3 Mil. Debt Settlement to 2118769 Ontario
-----------------------------------------------------------------
CoolBrands International Inc. disclosed that the United States
Bankruptcy Court for the Northern District of Texas has issued a
final order approving the settlement of the secured creditor's
claim in the Chapter 7 bankruptcy case of Americana Foods Limited
Partnership.

Prior to its bankruptcy case, Americana operated an ice cream
production facility in Dallas, Texas.  Americana was a joint
venture of which CoolBrands indirectly owned 50.1%.
    
In October 2006, after the occurrence of a number of defaults
under its credit facility, Americana was advised by its lenders
that they would no longer lend to Americana and demanded full and
immediate payment of all amounts owing by Americana under the
credit facility, which aggregated approximately $21,830,000 plus
fees and other costs and which was guaranteed by CoolBrands and
its affiliates.

In November 2006, the indebtedness to the lenders was purchased by
2118769 Ontario Inc., a company controlled by Michael Serruya, the
president and chief executive officer of CoolBrands.  This
purchase allowed for the orderly sale of Americana's assets by the
Chapter 7 bankruptcy trustee, and as a result, minimized the
amount required to be paid by the company under its guarantee.
    
The issued order provides for a final payment to 2118769 of
$6.5 million by the bankruptcy trustee and for the release of all
claims by the trustee and Americana against CoolBrands and its
affiliates.  This payment, together with an earlier payment of
$13 million, partially repays the balance owing to 2118769.

CoolBrands will pay approximately $3.4 million to 2118769 under
its guarantee of the entire bank indebtedness, including accrued
interest and legal and bank fees paid by 2118769.

The litigation brought against the company by the other partner in
Americana is ongoing.  The company continues to defend itself
against the allegations filed in the complaint.

                 About Coolbrands International

Headquartered in Ontario, Canada, CoolBrands International Inc.
(Toronto: COB.A.TO) -- http://www.coolbrandsinc.com/ -- operated   
in the frozen dessert segment (until it was sold on April 1, 2007)
and managed the operations of its former foodservice segment under
contract with the purchaser of the foodservice business.   

Beginning in the latter part of fiscal 2006 and carrying on into
fiscal 2007, CoolBrands has been in the process of selling its
operating business units in an effort to eliminate operating
losses and to raise cash to repay its debt obligations.

                      Going Concern Doubt

BDO Seidman LLP, in Melville, New York, expressed substantial
doubt about Coolbrands International Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements as of the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's recurring losses from
operations and subsequent discontinuation of many of it key
operations.


COUNTRYWIDE FINANCIAL: CEO Defends Executive Pay & Stock Anomalies
------------------------------------------------------------------
Countrywide Financial Corp. CEO Angelo Mozilo testified before a
congressional panel late last week regarding allegations of
executing a $141-million stock bailout just before the company got
hit by the mortgage crisis, various reports say.

Mr. Mozilo defended himself before the House Oversight and
Government Reform Committee, saying he unloaded his stock options
as part of his retirement plan, and not to shield himself from the
incoming crisis, the Los Angeles Times reports.  Stan O'Neal of
Merrill Lynch & Co. and Citigroup Inc. former CEO Charles Prince
were also there to answer for their executive payouts.

The panel, which investigates and keeps an eye on bloated
executive compensation packages, alleged that Mr. Mozilo altered
his stock trading plans, allowing him to cash in on his stock
before Countrywide shares plunged.

But Mr. Mozilo retorted, "As our company did well, I did well,"
Bloomberg News relates.  "My direct compensation, and obviously
the value of my own Countrywide stock holdings, declined
substantially, which is as it should be," Bloomberg quotes Mr.
Mozilo as saying.  Mozilo insisted that his sale of his
Countrywide holdings had "absolutely no relation" to a stock
buyback program initiated by the company at that time.

The Committee head was apparently unmoved by Mozilo's reasoning.  
"You had good timing," the L.A. Times quotes Rep. Henry A. Waxman
as saying.  "The obvious question is this: How can a few
executives do so well when their companies do so poorly?  Are the
extraordinary compensation packages these CEOs received reasonable
compensation?  Or does the hundreds of millions of dollars they
were given represent a complete disconnect with reality?" Mr.
Waxman lamented.

Rep. Elijah E. Cummings remarked, "This is a mess . . .
[executives] with golden parachutes drifting off into the golf
field [while] people are losing their homes," relates the L.A.
Times.

However, the lawmakers remain divided on whether the current
problems in the market are primarily caused by excessive executive
payouts, or deeper problems in the company and in the market
themselves.

                    About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: FBI Digs Into Mortgage Lending Practices
---------------------------------------------------------------
Countrywide Financial Corp. is under scrutiny by the U.S. Federal
Bureau of Investigation for alleged securities fraud, people
familiar with the matter told Glenn R. Simpson and Evan Perez of
The Wall Street Journal.

The FBI is looking into whether Countrywide lied about the
company's true financial health and the value of its mortgage
loans as disclosed in securities filings, says WSJ, citing sources
who know about the issue.

According to the lawsuit, the company "misled investors by falsely
representing that Countrywide had strict and selective
underwriting and loan origination practices," relates WSJ.  The
federal investigator is going through evidence that might point to
extensive misrepresentation of the company's loans among its
officials and executives.

Aside from an FBI investigation in its hands, Countrywide is
facing a securities fraud class action filed by several government
pension funds.  WSJ says that included in the lawsuit are other
financial entities that assisted Countrywide in issuing mortgage-
backed securities.

In addition to these investigations, Countrywide is currently
caught in a flurry of homeowner lawsuits.

                    About Countrywide Financial

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

                          *     *     *

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