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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

            Friday, March 14, 2008, Vol. 12, No. 63

                             Headlines

330 RESERVOIR: Case Summary & Three Largest Unsecured Creditors
ACA ABS: Deteriorating Credit Quality Prompts Moody's Rating Cuts
ACANTO SADDLEBACK: Wants to Hire Goe & Forsythe as General Counsel
ADELPHIA COMMS: Court Okays New Settlement With D&O Insurers
ADELPHIA COMMS: Supreme Court Dismisses John Rigas' Appeal

ADELPHIA COMMS: Settles Dispute on NBC Rejection Claims
AEROMED SERVICES: Hires Alexis Fuentes-Hernandez as Counsel
ALADDIN MANAGED: Fitch Assigns DR6 Rating on 'C' Rated Notes
AMBAC FINANCIAL: Completes $1 Bil. Public Offering of Common Stock
AMORTIZING RESIDENTIAL: Realized Losses Prompts S&P's Rating Cuts

ASARCO LLC: Wants to Assume BNY Capital Equipment Lease
ASARCO LLC: Court Appoints Examiner but Limits Probe Duties
ASARCO LLC: Settles U.S. Government, Et Al., Claims for $80.8MM
ATLANTA STRUCTURAL: Case Summary & 15 Largest Unsecured Creditors
AXIA INC: Decline in Product Demand Spurs Moody's to Junk Ratings

BEAR STEARNS: Federal Probe to Focus on April 2007 Conference Call
BEAR SWAMP: Voluntary Chapter 11 Case Summary
BENCHMARK ELECTRONICS: Earns $21 Million in 2007 Fourth Quarter
B/E AEROSPACE: Earns $42.3 Million in Fourth Quarter 2007
BLUE RIVER: Plans Orderly Liquidation of Municipal Bond Fund

BUFFETS HOLDINGS: U.S. Trustee Amends Creditors Committee
BUFFETS HOLDINGS: Otterbourg Steindler as Panel's Counsel Approved
BUFFETS HOLDINGS: Can File Schedules and Statements Until April 7
CAPRI CONDOMINIUMS: Wants to Hire Gill Johnson as Appraiser
CAPRI CONDOMINIUMS: Asks Court OK to Hire RealtySouth as Broker

CARIBBEAN ISLAND: Case Summary & Four Largest Unsecured Creditors
CARLYLE CAPITAL: Lenders Ready to Pounce on Assets; Nears Collapse
CENTERPOINT ENERGY: Earns $108 Million in 2007 Fourth Quarter
CENTRAL ILLINOIS: Hires Brent King as Chief Restructuring Officer
CHARTER COMMUNICATIONS: Prices $520 Million 2nd Lien 2014 Notes

CHARTER COMMUNICATIONS: Moody's Holds Ratings After Debt Issue
CHARTER COMMUNICATIONS: S&P Chips Debt Rating on CCI's Unit to B-
CHRISTINE STAUFFER: Case Summary & 10 Largest Unsecured Creditors
CHRYSLER LLC: Sells Tritec Motors in Brazil to Fiat Powertrain
CHRYSLER LLC: Wants District Court to Study Bankr. Court Rulings

CHRYSLER LLC: Plans to Shutter Company for Two Weeks in July
CIFG GUARANTY: S&P Downgrades Financial Strength Rating to 'A+'
COEUR D'ALENE MINES: S&P Assigns 'B-' Rating on $150M Sr. Notes
COMSTOCK HOMEBUILDING: Amends Deal for $30 Mil. Unsecured Notes
CONGOLEUM CORP: Reports $2.4 Million Net Loss in 4th Quarter 2006
COUNTRYWIDE FINANCIAL: Fitch Cuts Subordinated Debt Rating to BB+

CWALT INC: High Delinquency Rates Prompt Moody's Rating Downgrades
CRAIG STIGELMAN: Case Summary & Five Largest Unsecured Creditors
CREDIT SUISSE: Fitch Affirms 'B-' Rating on $2.1MM Class O Certs.
DEERFIELD CAPITAL: Stockholders OK Conversion of Preferred Stock
DELTA AIR: Wants Atlanta Port's Reserve Fund Trimmed to $58 Mil.

DELTA AIR: Executives Dispose of 49,304 Shares at $13.35 Per Share
DOCUMENT CAPTURE: Clancy & Co. Expresses Going Concern Doubt
DOLE FOOD: Posts $57.5 Million Net Loss in Year Ended Dec. 29
DOMICILIARY REALCO: Voluntary Chapter 11 Case Summary
DON MCCORMACK: Voluntary Chapter 11 Case Summary

DRAKE MANAGEMENT: May Liquidate $2.7-Bil Global Opportunities Fund
DUNMORE HOMES: Court Extends Plan-Filing Period to March 21
EAST VALLEY TOURIS: Moody's Withdraws Ratings Due to Deal Delays
EASTON-BELL SPORTS: Moody's Downgrades Ratings to 'B3' From 'B2'
ENTERPRISE SECURITY: Case Summary & Largest Unsecured Creditor

ENVIRONMENTAL CAREERS: Trustee to Auction Domain Name Eco.Org
ETHANEX ENERGY: Inks Amendment to Sale Deal; Warns of Bankruptcy
EURAM-MACAULEY: Fairfield Wants Court to Dismiss Chapter 11 Case
EXCEL HEALTH: Voluntary Chapter 11 Case Summary
FEDDERS CORP: Court Approves Sale of Assets to Elco Holding

FIRST DARTMOUTH: Wants Exclusivity Period Extended to April 11
FOAMEX INTERNATIONAL: To Pursue Further Deleveraging
FRIEDMAN'S INC: U.S. Trustee Objects to Unsecured Panel's Counsel
GENERAL MOTORS: Wants to Take Tools If Plastech Stops Delivery
GEORGIA GULF: Weak Financial Performance Cues Moody's Rating Cuts

GRUSAF LLC: Case Summary & 117 Largest Unsecured Creditors
HEATHY DIRECTIONS: S&P Withdraws Ratings on Company's Request
HELLER JACOBS: Judge Lifland Dismisses Chapter 11 Case
HERBST GAMING: Board Creates Office of the Chief Executive Officer
JAMES LIGHTLE: Case Summary & Six Largest Unsecured Creditors

JEFFERSON COUNTY: Debt Restructuring Plan Fails to Lift Bond Price
JEFFERSON COUNTY: NY Times Notes Ex-JPMorgan Exec's Role in Crisis
JMG EXPLORATION: Price per Share Falls Below NYSE Listing Criteria
LAWRENCE EVERSTON: Voluntary Chapter 11 Case Summary
LEGENDS GAMING: Chapter 11 Filing Cues Moody's Rating Cut to 'D'

LEINER HEALTH: Allowed to Hire Garden City Group as Claims Agent
LEVEL 3: Sunit Patel to Continue as Chief Financial Officer
LEXINGTON RESOURCES: Lexington Oil Files Chapter 11 Petition
LIBERTY MEDIA: S&P's 'BB+' Rating Unmoved by $1BB Share Repurchase
LIDYA KASHEVAROFF: Case Summary & Three Largest Unsec. Creditors

MANCHESTER INC: Can Temporarily Employ Bridge as Financial Advisor
MAXJET AIRWAYS: Still in Talks to Sell Assets After Bid Deadline
MCMILLIN COMPANIES: Moody's Withdraws Caa2, Caa3 Ratings
MICHAEL TAYLOR: Case Summary & Four Largest Unsecured Creditors
MORGAN STANLEY: S&P Downgrades Rating on $3M Notes to 'B-'

MORRIS PUBLISHING: Moody's Downgrades Ratings to 'B1' From 'Ba3'
MORRIS PUBLISHING: Revenue Decline Cues S&P's Rating Cut to 'B'
MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
NATIONAL CENTURY: Former Executives Guilty of Fraud and Conspiracy
NELLSON NUTRACEUTICAL: Names Allan Lutz as Interim CEO & Director

NORTEL NETWORKS: Realigns Biz, Sends Jobs Offshore by 2009
NORTHEAST BIOFUELS: S&P Cuts Rating on $140 Mil. 2013 Loan to 'B'
NORTHWEST AIRLINES: Court Denies Panel Advisors' Completion Fees
NORTHWEST AIRLINES: Balks at U.S. Bank's Lease Rejection Claim
NORTHWEST AIRLINES: Signs Settlement Agreement With IAM

NORTHWEST AIRLINES: FMR LLC Discloses 10.4% Equity Stake
OZBURN-HESSEY HOLDING: Moody's Holds B3 Ratings on Revenue Growth
PAQUETTE MAINTENANCE: Case Summary & 20 Largest Unsec. Creditors
PARADISE MUSIC: Closes $179K Debt Financing with Leaddog Capital
PILGRIM'S PRIDE: Plant Closing Won't Affect S&P's 'BB-' Rating

PERFORMANCE TRANSPORTAION: Cancels Auction Sale Scheduled March 14
PLASTECH ENGINEERED: Chrysler Wants District Court to Study Appeal
PLASTECH ENGINEERED: GM Wants to Take Tools Too, If Delivery Stops
PLASTECH ENGINEERED: Seeks Additional $14 Mil. Interim Financing
PRB ENERGY: Section 341(a) Creditors' Meeting Set for March 31

PRB ENERGY: Obtains Interim Nod to Employ Block Markus as Counsel
PRB ENERGY: Gets Interim Nod to Employ Heppenstall as Oil Counsel
PRB ENERGY: Wants Court's OK to Use Creditors' Cash Collateral
PROVIDENCE SERVICE: To Register Shares of Common Stock with SEC
QUEBECOR WORLD: Phillips Hager Owns 105,300 Non-Voting Shares

QUEBECOR WORLD: Has Strong Position to Survive, Teamsters Says
QUEBECOR WORLD: Ex-Corby Workers Set Up Taskforce With Unite Union
RD MILLER: Owners File for Chapter 7 Liquidation in Minnesota
RETAIL PRO: Kevin Ralphs Quits as Interim Chief Financial Officer
RITCHIE MULTI-STRATEGY: Hearing on Involuntary Petition is April 2

RADIATION THERAPY: Completes $1 Billion Merger with Vestar Capital
RANGE RESOURCES: Earns $34 Million in Quarter Ended December 31
ROADRUNNER RIVER: Voluntary Chapter 11 Case Summary
SASCO MORTGAGE: Adverse Performance Prompts S&P to Cut 10 Ratings
SALOMON BROTHERS: Fitch Holds 'BB-' Rating on $3.3MM Cl. L Certs.

SCORPIUS CDO: Poor Credit Quality Spurs Moody's Rating Downgrades
SH 130 CONCESSION: Moody's Rates  TIFIA Subordinate Debt 'Ba1'
SHARPS CDO: CIFG Rating Downgrade Prompts S&P's Two Rating Cuts
SP NEWSPRINT: Ernst & Young Expresses Going Concern Doubt
THORNBURG MORTGAGE: Defaults on $49MM Morgan Stanley Agreement

THORNBURG MORTGAGE: Restates Consolidated Financial Statements
TILLIM LLC: Creditors Have Until June 9 to File Proofs of Claims
TUCSON ELECTRIC: Fitch Expects to Put 'BB+' Rating on $121MM Bonds
VICTORY MEMORIAL: Court OKs Bidding Procedures for Sale of Assets
VICTORY MEMORIAL: Wants Exclusive Plan Filing Period Extended

WELLMAN INC: U.S. Trustee Appoints Unsecured Creditors Committee
SHARPER IMAGE: Obtains Final Approval to Use Cash Collateral
SIRVA INC: Committee Files Motion to Restrict Access to Documents
SOLUTIA INC: Inks Backstopper Registration Rights Agreement
SOLUTIA INC: Appoints New Members to the Board of Directors

SOLUTIA INC: Inks Distribution Agreement with Funding Co.
TOLL BROTHERS: Posts $96 Million Net Loss in Fiscal 2008 1st Qtr.
TOLL BROTHERS: Warns of Significant Losses from Joint Ventures
TOTES ISOTONER: Northern Cap Acquisition Won't Affect S&P's Rating
TOUSA INC: Officials Expect to Finish Colorado Project as Planned

TRW AUTOMOTIVE: Earns $56 Million in Quarter Ended December 31
TUCSON ELECTRIC: S&P Assigns 'BB-' Rating on $121 Mil. 2008 Bonds
WEIGHT WATCHERS: Dec. 29 Balance Sheet Upside-Down by $926.3 Mil.
WELLMAN INC: Wants to Hire Ernst & Young as Tax Advisors
WESTWAYS FUNDING: Nine Classes Get Moody's Negative Rating Actions

ZIFF DAVIS: Court Okays Motion to Use Noteholders' Cash Collateral
ZIFF DAVIS: Seeks Authority to Hire Alvarez & Marsal as Advisors
ZIFF DAVIS: Seeks Authority to Hire BMC as Claims Agent

* S&P Report Estimates Subprime Writedowns Could Reach $285 Bil.
* S&P Downgrades 63 Tranches' Ratings From 11 Cash Flows and CDOs

* Thacher Proffitt Organizes Distressed Assets Advisory Practice
* Texas Rising Stars' List Names 17 Attorneys From Gardere Wynne
* Thorp Reed Expands Legal Profession with Five New Partners

* BOOK REVIEW: Bankruptcy: A Feast for Lawyers

                             *********

330 RESERVOIR: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 330 Reservoir Street Corp.
        330 Reservoir Street
        Needham Heights, MA 02494

Bankruptcy Case No.: 08-11664

Chapter 11 Petition Date: March 11, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Barry R. Levine, Esq.
                  607 North Avenue
                  Building 18
                  Wakefield, MA 01880
                  Tel: (781) 245-8440
                  Fax: (781) 246-5038
                  bankruptcy@levineatlaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Hingham Institute for Savings                        $1,771,000
50 Main Street
Hingham, MA 02043

Weston Financial                                       $856,000
c/o Alan H. Okstein, Esq.
Okstein & Okstein
865 Providence Highway
Dedham, MA 02026

William and Margaret Mazzone                           $280,000
c/o Brian Rogal, Esq.
Rogal & Donnelan, PC
43 Charles Street
Needham Heights, MA 02494


ACA ABS: Deteriorating Credit Quality Prompts Moody's Rating Cuts
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by ACA ABS CDO 2006-1, Ltd., and left on review for
possible further downgrade the ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $450,000,000 A-1LA Floating Rate Notes Due June
2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $105,000,000 Class A-1LB Floating Rate Notes
Due June 2041

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $80,000,000 Class A-2L Floating Rate Notes Due
June 2041

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $40,000,000 Class A-3L Deferrable Floating Rate
Notes Due June 2041

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

Class Description: $33,000,000 Class B-1L Floating Rate Notes Due
June 2041

  -- 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, as reported
by the Trustee on March 5, 2008, of an event of default caused by
a failure of the Senior Class A Overcollateralization Ratio to be
greater than or equal to 100 per cent pursuant Section 5.1(h) of
the Indenture dated April 27, 2007.

ACA ABS CDO 2006-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes 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 by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1LA Notes and Class A-1LB Notes remain on review for
possible further action.


ACANTO SADDLEBACK: Wants to Hire Goe & Forsythe as General Counsel
------------------------------------------------------------------
Acanto Saddleback Homes, LLC, asks the United States Bankruptcy
Court for the Central District of California for authority to
employ Goe & Forsythe, LLP, as its general bankruptcy counsel.

Goe & Forsythe is expected to:

   a. advise the Debtor with respect to compliance with the
      requirements of the U.S. Trustee;

   b. advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of Debtor in regards to
      their assets and with respect to the claims of creditors;

   c. represent or assist the Debtor and other professionals in
      any proceedings or hearings in the court and in any action
      in any other court where Debtor's rights under the
      Bankruptcy Code may be litigated or affected;

   d. conduct examinations of witnesses, claimants or adverse
      parties and to prepare and assist in the preparation of
      reports, accounts and pleadings related to the case;

   e. advise the Debtor concerning the requirements of the court
      and applicable rules as they affect the Debtor;

   f. advise the Debtor in negotiation, formulation, confirmation
      and implementation of a plan of reorganization;

   g. make any court appearances on behalf of the Debtor; and

   h. take other action and perform other services as the Debtor
      may require the firm in connection with the case.

The Debtor will pay the firm at its standard hourly rates.

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Robert P. Goe, Esq.          Professional    US$300
      Marc C. Forsythe             Professional    US$300
      Elizabeth A. LaRocque        Associate       US$250
      Christopher P. Walker        Associate       US$275
      Patricia Foster              Legal Assistant US$125
      Kerry A. Murphy              Legal Assistant US$125

To the best of the Debtor's knowledge, the firm does not hold any
adverse interest in the Debtor's estates.

The firm can be reached at:

   Robert P. Goe, Esq.
      (rgoe@goeforlaw.com)
   Goe & Forsythe, LLP
   660 Newport Center Drive, Suite 320
   Newpot Beach, CA 92660
   Tel: (949) 467-3780
   Fax: (949) 721-0409
   http://goeforlaw.com/

Based in Newport Beach, California, Acanto Saddleback Homes, LLC
-- is a housing community.  The company filed for chapter 11 on
Jan. 30, 2008 (Bank.C.D.Ca. Case No. 08-10426).  Robert P. Goe,
Esq., at Goe & Forthsythe, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


ADELPHIA COMMS: Court Okays New Settlement With D&O Insurers
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a new settlement agreement between reorganized Adelphia
Communications Corp. and its debtor-affiliates and  certain of its
insurers, relating to directors' and officers' liability insurance
policies.

The ACOM Debtors previously sought Court approval of a settlement
agreement pursuant to which three of their insurers agreed to pay
$32,500,000 in return for being fully released under the directors
and officers liability insurance policies that the insurers issued
to Adelphia.  The Initial D&O Settlement was conditioned on the
establishment of an injunction that channels claims other insureds
might make against the D&O Policies to the $32,500,000 settlement
fund.  The Court disapproved the Initial Settlement, noting that
it was not authorized to issue the channeling injunction.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Reorganized ACOM Debtors sought and obtained the
Court's approval of a new settlement agreement among:

   * ACOM;

   * The Adelphia Recovery Trust;

   * Insurance companies Associated Electric & Gas Insurance
     Services Limited, Federal Insurance Company, and Greenwich
     Insurance Company; and

   * Insureds Dennis P. Coyle, Leslie J. Gelber, Erland E.
     Kailbourne, Pete J. Metros, James P. Rigas, John J. Rigas,
     Michael J. Rigas, Timothy J. Rigas, Doris Rigas, Michael C.
     Mulcahey, Peter Venetis, and Ellen Rigas Venetis.

AEGIS, Federal Insurance, and Greenwich Insurance issued three
directors and officers liability insurance policies to ACOM that
provide $50,000,000 of liability insurance coverage in the
aggregate.  The AEGIS Policy provides $25,000,000 of insurance
coverage for claims first made during the period from Dec. 31,
2000, to Dec. 31, 2005.  The Federal Insurance Policy provides
$15,000,000 of insurance coverage for claims first made during
the period from Dec. 31, 2000, to Dec. 31, 2003.  The Greenwich
Policy provides $10,000,000 of insurance coverage for claims
first made during the period from Dec. 31, 2000, to Dec. 31,
2003.

The D&O Policies cover defense costs and indemnity obligations
imposed by judgments or settlements in relation to claims made by
third parties alleging damages arising out of "wrongful acts" by
one or more of the Insureds.  The D&0 Policies cover those costs
and indemnity obligations whether or not ACOM reimburses those
costs and indemnity obligations.  The D&O Policies also cover the
Reorganized Debtors' own defense costs and indemnity obligations
imposed by judgments or settlements in relation to securities
claims.

The Insurers believe that alleged material misrepresentations
made to them in connection with the issuance of the D&O Policies
warrant rescission of the Policies.  The Insurers have sent
notices to the persons covered under the D&O Policies, informing
them that the Insurers are rescinding coverage under the Policies
and are treating the insurance coverage as void ab initio.  
Pursuant to their notices of rescission, the Insurers believe
they are not obligated to make any payments pursuant to the D&O
Policies to the affected parties.  The Insurers also believe ACOM
does not have coverage for payments made to indemnify any of the
affected parties for their defense costs.

After the Court denied the Initial D&O Settlement in March 2007,
the parties entered into further negotiations and reached a New
D&O Settlement on Nov. 19, 2007.

Pursuant to the New D&O Settlement, the Insurers agree to pay
ACOM, the Trust, and the Insureds $32,703,242, including
$13,272,744 that AEGIS has already advanced for defense costs
incurred by several Insureds.  In particular, AEGIS will account
for $20,801,819 of the Settlement Amount; Federal Insurance will
contribute $7,140,850; and Greenwich will pay $4,760,566.

In return, ACOM, the Trust, and the Insureds will fully release
the Insurers from any further liability under the D&O policies.  
The New Settlement does not call for any channeling injunction.

A full-text copy of the New Settlement is available for free at:

              http://researcharchives.com/t/s?2919

Donald W. Brown, Esq., at Covington & Burling LLP, in New York,
relates that while the New Settlement does not provide for
payment of insurance proceeds to ACOM, it significantly benefits
ACOM in at least three ways.

First, the New Settlement requires that $14,500,000 of the
Settlement Amount will be used to settle seven securities
lawsuits, including a class action, as against independent
directors Dennis P. Coyle, Leslie J. Gelber, Erland E.
Kailbourne, Pete J. Metros.  The $4,930,497 remaining Settlement
Amount, taking into account the $13,272,744 in already advanced
defense costs, is to be allocated among the Individual Insureds
other than the Independent Directors.  Amounts paid to settle the
securities lawsuits on behalf of the Independent Directors, as
well as continuing defense costs incurred by the Directors,
otherwise would have been paid by ACOM pursuant to its continuing
prepetition indemnity obligations as provided in the ACOM
Debtors' confirmed Plan of Reorganization, Mr. Brown notes.

Second, the New Settlement releases the Reorganized ACOM Debtors
from their indemnification obligations to the Independent
Directors pursuant to their corporate charters and by-laws except
for an obligation to pay certain litigation-related expenses in a
total amount capped at $250,000.

Third, the New Settlement resolves the lawsuit filed by the
Insurers in the Eastern District of Pennsylvania seeking to
rescind the D&O Policies or otherwise obtain a judicial
declaration of no coverage, relieving ACOM of the financial and
other burdens of proceeding with that litigation.

ACOM maintains that it has strong arguments to support its claims
of coverage under the D&O Policies.  ACOM, however, recognizes
that there is a risk that the D&O Policies will be rescinded,
leaving it with absolutely no insurance coverage.  Even if the
Policies are not rescinded, there is still a risk that only some
or none of the available policy limits will be available to ACOM.  
In light of those risks, combined with the high cost of continued
litigation, the Reorganized Debtors have determined that settling
their disputes with the Insurers and the Insureds pursuant to the
terms of the New Settlement is in their best interest.

                    Ancillary Agreements Reached

The negotiations surrounding the Settlement Agreement resulted in
two additional, related agreements -- one between ACOM and the
Independent Directors, and the other between ACOM and the
Insurers.  Pursuant to the Additional Agreements, Adelphia
assumes certain limited, contingent obligations.

At the Reorganized ACOM Debtors' behest, the Court permitted the
Debtors to file the two Ancillary Agreements.  The Agreements
will only be served on counsel for the parties to the Agreements
and other parties as ordered by the Court.

The Ancillary Agreements contain sensitive business information
that, if disclosed, will make it improbable for the New D&O
Settlement Agreement to be effectuated, resulting in increased
costs to ACOM's estate, Mr. Brown explains.

The Reorganized ACOM Debtors aver that the Ancillary Agreements
are reasonable and represent fair resolution of issues
surrounding the D&O Policies.

                 About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Supreme Court Dismisses John Rigas' Appeal
----------------------------------------------------------
The U.S. Supreme Court has rejected an appeal without comment by
John Rigas, founder of Adelphia Communications Corp. and his son,
Timothy, to have their fraud convictions overturned.

ACOM, formerly the cable TV franchise holder for much of Western
New York, ended up in bankruptcy before being sold to Time Warner
Cable and Comcast Corp..  Mr. Rigas founded ACOM and his son,
Timothy, was the chief financial officer for what became the
nation's fifth largest cable TV operation.  Both men are serving
lengthy prison sentences, John, 15 years, and Timothy, 20 years,
for their role in stealing from the company.

Some $2,200,000,000 was used by the Rigas family for personal
expenses, Investrend says, citing federal prosecutors.  The
Rigases appealed multiple convictions on charges of conspiracy
and fraud.

                About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Settles Dispute on NBC Rejection Claims
-------------------------------------------------------  
Reorganized Adelphia Communications Corp. and its debtor-
affiliates have reached a settlement agreement resolving certain
NBC Rejection Claims.

In August 2006, National Broadcasting Company, Bravo Company,
CNBC, Inc., MSNBC Cable, L.L.C., and Universal Television
Networks filed Claim Nos. 19606, 19607, 19608, 19609, 19610,
19611, 19612, and 19613 against the ACOM Debtors, asserting about
$11,969,064 plus unliquidated amounts in contract rejection
damages.  Subsequently, the ACOM Debtors disputed the NBC
Rejection Claims.

The Reorganized ACOM Debtors and the NBC Affiliates have decided
to settle their claims dispute.  In a stipulation with the NBC
Affiliates, the Reorganized ACOM Debtors agree to:

   (a) withdraw their objection to the NBC Rejection Claims; and

   (b) grant CNBC a $7,150,000 Allowed ACC Other Unsecured Claim,
       as that term is defined in the ACOM Debtors' First
       Modified Fifth Amended Joint Plan of Reorganization,
       against ACOM.

In return, the NBC Affiliates agree to withdraw the NBC Rejection
Claims.

Both parties further agree to waive and release any and all
claims against each other related to the NBC Rejection Claims and
the Claims Objection.

The parties ask the U.S. Bankruptcy Court for the Southern
District of New York to approve their stipulation.

                About the Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust that
was formed pursuant to the ACOM Debtors' First Modified Fifth
Amended Joint Plan of Reorganization, which became effective
Feb. 13, 2007.  The ART holds certain litigation claims
transferred pursuant to the Plan against various third parties
and exists to prosecute the causes of action transferred to it
for the benefit of holders of ART interests.

                     About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates' chapter 11
cases.  The Bankruptcy Court confirmed the Debtors' Modified
Fifth Amended Joint Chapter 11 Plan of Reorganization on
Jan. 5, 2007.  That plan became effective on Feb. 13, 2007.
(Adelphia Bankruptcy News, Issue No. 185; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEROMED SERVICES: Hires Alexis Fuentes-Hernandez as Counsel
-----------------------------------------------------------
Aeromed Services Corp. obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, as its
bankruptcy counsel.

Documents submitted to the Court did not disclose the firm's
specific services to be rendered to the Debtor.

The firm is expected to bill the Debtor $175 per hour for its
services, and has received a $10,000 retainer from the Debtor.

Mr. Fuentes-Hernandez assured the Court that his firm is a
"disinterested person" as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

                       Subsequent Objection

Donald F. Walton, the U.S. Trustee for Region 21, objected to the
application, telling the Court that Mr. Fuentes-Hernandez holds or
represents an interest adverse to the estate.

Mr. Walton disclosed that the attorney is currently handling a
pending bankruptcy case of Advanced Cardiology Center Corp., of
which the Debtor holds an undisputed, unsecured claim.

Mr. Fuentes-Hernandez however, refutes the objection, contending
that his representations of both Debtors do not create a conflict
of interest.  He argues that the dual representation of Aeromed
and Advanced Cardiology is permissible under Section 327 of the
U.S. Bankruptcy Code, and that the two Debtors share an identity
of interest.

Mr. Fuentes-Hernandez can be reached at:

     Alexis Fuentes-Hernandez, Esq.
     Fuentes Law Offices
     405 San Francisco Street, Suite 4-A
     Old San Juan, Puerto Rico 00901
     Tel: (787) 607-3436
     Fax: (787) 722-5206

Based in San Juan, Puerto Rico, Aeromed Services Corp. --
http://www.aeromedems.com/-- offers air ambulance services.
The company filed for Chapter 11 protection on Jan. 31, 2007
(Bankr. D. P.R. Case No. 08-00518).  Alexis Fuentes-Hernandez,
Esq. represents the Debtor in its restructuring efforts.  The
Debtor's schedules of assets and liabilities reflect total assets
of $2,639,407, and total liabilities of $3,847,262.


ALADDIN MANAGED: Fitch Assigns DR6 Rating on 'C' Rated Notes
------------------------------------------------------------
Effective immediately, Fitch assigned a Distressed Recovery 6
rating to the class A notes of Aladdin Managed LETTRS Fund, Inc.
and subsequently withdrew its ratings on both the class A and
class B notes, as:

  -- $43,000,000 class A rated 'C', assigned 'DR6';
  -- $22,500,000 class B 'C/DR6'.

Aladdin Managed LETTRS Fund, Inc. was a total rate of return
collateralized debt obligation which was liquidated pursuant to a
breach in the termination trigger of its total return swap.  Upon
liquidation of the underlying collateral, both class A and class B
notes received 0% recovery.


AMBAC FINANCIAL: Completes $1 Bil. Public Offering of Common Stock
------------------------------------------------------------------
Ambac Financial Group Inc. completed 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.  Ambac also placed 14,074,074
shares of common stock in a private placement for $95 million with
two financial institutions.

In addition, Ambac also completed 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.

"We were able to execute a significant capital raise in a very
challenging market," Michael Callen, chairman and CEO of Ambac
Financial Group, commented.  "For this, we are thankful to our
investors and other market participants for their strong support.  
Throughout this process, we remained focused on our ultimate goal
of safe-guarding and protecting our triple-A franchise.  This is a
critical milestone in our plan to restore market confidence in our
financial strength.  The current market environment offers an
excellent opportunity for Ambac to capitalize on its long-standing
relationships in many sectors."

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 were joint
book-running managers, and Keefe Bruyette & Woods Inc., Dresdner
Kleinwort Securities LLC, BNY Capital Markets Inc. and KeyBanc
Capital Markets Inc. were 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 were joint
book-running managers, and Keefe Bruyette & Woods Inc. was also 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.

                    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.


AMORTIZING RESIDENTIAL: Realized Losses Prompts S&P's Rating Cuts
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage pass-through certificates issued by Amortizing
Residential Collateral Trust's series 2002-BC10 and 2004-1.  At
the same time, S&P placed the 'AAA' rating on class A4 from series
2002-BC10 on CreditWatch with negative implications.  Furthermore,
S&P affirmed its ratings on the remaining classes from these two
series.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, which completely eroded the
overcollateralization (O/C) for both the transactions.  O/C for
series 2002-BC10 was reduced to $0 during the February 2008
remittance period, resulting in a realized principal loss of
$5,639.08 for class M3.  O/C for series 2004-1 was depleted in
June 2007, resulting in realized losses for classes B1 and B2 in
June and November 2007, respectively.  Additionally, series 2004-1
entered its step-down period in October 2007 and has continued to
decrease credit support since S&P's last rating action on this
transaction.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs),
suggesting that the unfavorable performance trends are likely to
continue.  As of the February 2008 remittance report, the severe
delinquencies are $5.588 million, or 20.03% of the current pool
balance, for series 2002-BC10; and $18.831 million, or 15.11%
of the current pool balance, for series 2004-1.
     
S&P placed the 'AAA' rating on class A4 from series 2002-BC10 on
CreditWatch with negative implications due to the current severe
delinquency pipeline relative to anticipated reductions in credit
support during the next several months.  Based on S&P's
projection, class A4 could lose approximately $2.3 million in
subordination over the next several months due to principal
payments to the M1 class as the deal continues to step down.  This
could reduce support provided through subordination to
approximately $5.020 million, while the current severe delinquency
pipeline amounts to $5.588 million.

Additionally, the transaction has suffered increasing loss
severities on liquidations, thereby heightening the risk posed by
these delinquencies.  Based on remittance reports for the past
year, the approximate current-month average loss severities
(calculated as the current-month realized loss or gain divided by
the prior actual balance of the loan) have increased from an
already significant 12-month average of 60.5% to a three-month
average of 71.7%.  S&P will closely monitor the developing
relationship between credit support for the A4 class and
delinquencies.  If current trends continue, S&P will take negative
rating actions on the class A4 certificates.  Conversely, if the
ratio of delinquencies to credit support improves, S&P will affirm
the 'AAA' rating on the class and remove it from CreditWatch.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2002-BC10
benefits from a loan-level primary mortgage insurance policy
through Mortgage Guaranty Insurance Corp. (MGIC; 'AA-/Watch Neg'
financial strength rating) covering 58.55% of the 80-plus loan-to-
value loans at origination (to cover them to a LTV of 60%).  The
collateral for these series consists of 30-year subprime, fixed-
or adjustable-rate mortgage loans secured by first liens on
one- to four-family residential properties.
   
                         Ratings Lowered

             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

                                         Rating
                                         ------
           Series      Class      To                 From
           ------      -----      --                 ----
           2002-BC10   M1         CCC                B
           2002-BC10   M3         D                  CCC
           2004-1      M6         BBB                A-
           2004-1      M7         BB                 BBB+
           2004-1      M8         B                  BB+

              Rating Placed on CreditWatch Negative
  
             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

                                         Rating
                                         ------
           Series      Class      To                 From
           ------      -----      --                 ----
           2002-BC10   A4         AAA/Watch Neg      AAA

                        Ratings Affirmed

             Amortizing Residential Collateral Trust
                Mortgage pass-through certificates

         Series      Class                         Rating
         ------      -----                         ------
         2002-BC10   M2                            CCC
         2004-1      A5                            AAA
         2004-1      M1                            AA+
         2004-1      M2                            AA
         2004-1      M3                            AA-
         2004-1      M4                            A+
         2004-1      M5                            A
         2004-1      M9                            CCC


ASARCO LLC: Wants to Assume BNY Capital Equipment Lease
-------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to assume its
lease with BNY Capital Resources Corporation with respect to five
haul trucks and various other mining equipment used in ASARCO's
Ray and Mission Mines, and exercise the purchase option under the
Equipment Lease and pay $2,480,711 to BNY.

The payment under the purchase option is comprised of:

   -- $353,662, as the last quarterly rent due;
   -- $400,838, as the total cure amount;
   -- $174,770, as estimated legal cost related to the lease; and
   -- $1,726,211, as the BNY Equipment purchase price.

ASARCO also seeks the Court's authority to pay applicable sales
and property taxes due to BNY on the the equipment, for an amount
mutually agreed by the parties to the lease agreement.

Romina L. Mulloy, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that the BNY Lease will expire on September 30, 2008, and
includes a purchase option provision that must be exercised by
March 30, 2008.

Ms. Mulloy asserts that assumption of the Lease and the related
transactions should be approved on these merits:

   (a) The BNY Equipment is indispensable to ASARCO's successful
       mining operations at its Ray and Mission Mines,
       consequently increasing production and revenue;

   (b) The exercise of the early purchase option would equate to
       a savings of approximately $1,500,000, in regard to four
       of the trucks alone, than if the Debtors purchases them at
       fair market value at $1,000,000, each; and

   (c) The early purchase price, which is 16.3% of the
       $10,494,567, original cost, is competitive with its fair
       market value at the time of the expiration of ASARCO's
       option to purchase the equipment.

                         About ASARCO

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

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

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

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ASARCO LLC: Court Appoints Examiner but Limits Probe Duties
-----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas appointed a Chapter 11 examiner in
ASARCO LLC and its debtor affiliates' bankruptcy cases.

Judge Schmidt, however, denied approval of the scope of
investigation to be performed by the examiner proposed by Asarco
Incorporated.  Judge Schmidt ruled that the examiner will not have
any current duties after concluding that "no current matters in
[ASARCO's] case warrants the attention of an examiner."  Any party
has the right to ask the Court to assign specific duties to the
Examiner at any time, Judge Schmidt ruled.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
seven entities objected to Asarco Incorporated's request to
appoint a Chapter 11 examiner:

   1) ASARCO LLC and debtor-affiliates;

   2) Official Committee of Unsecured Creditors for ASARCO LLC;

   3) Official Committee of Unsecured Creditors for the Asbestos
      Subsidiary Debtors and Robert C. Pate, the Future Claims
      Representative;

   4) United Steel, Paper and Forestry, Rubber, Manufacturing,
      Energy, Allied Industrial and Service Workers International
      Union, AFL-CIO;

   5) The U.S. Government;

   6) Harbinger Capital Partners Master Fund I, Ltd., Harbinger
      Capital Partners Special Situations Fund, L.P., and
      Citigroup Global Markets, Inc.; and

   7) Wells Fargo Bank, N.A., as successor Indenture Trustee
      under an Indenture and Bankers Trust Company.

The Objecting Parties pointed out that it is Asarco Inc.'s fifth
attempt to take over the bankruptcy case of ASARCO LLC, and
another attempt to delay the Debtors' reorganization efforts.

                         About ASARCO

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

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

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

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ASARCO LLC: Settles U.S. Government, Et Al., Claims for $80.8MM
---------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve separate settlement
agreements with:

   (a) BNSF Railway Company entitling BNSF $1,300,000 in general
       unsecured claim response costs at the Tacoma Site, and a
       $12,500, general unsecured claim for the Everett Site; and

   (b) the U.S. Government, the state of Missouri, and The Doe
       Run Resources Corporation, entitling those parties general
       unsecured claims totaling $79,513,162, for response costs
       and natural resource damages at the Southeast Missouri
       Sites.

The $79,513,162 general unsecured claim for the Southeast
Missouri Claimants will be allocated as:

     Claimant                      Settlement Amount
     --------                      -----------------
     U.S. Government on behalf           $37,500,000
     of the Environmental
     Protection Agency   

     U.S. Government on behalf               233,000
     of the Department of the
     Interior  

     The DOI and Missouri on              34,767,000
     behalf of the state's
     Department of Natural
     Resources
               
     Missouri                              1,250,000

     Missouri and Doe Run                  5,000,000

     Doe Run                                 763,162

ASARCO, on the one hand, and BNSF, the U.S. Government, the state
of Missouri, and Doe Run, on the other hand, agree to mutually
release each other from any claims arising out of or in any way
connected with the Everett and Tacoma Smelters.

The Southeast Missouri Settlement further provides that ASARCO's
obligations to perform work pursuant to any outstanding Consent
Decree, Unilateral Administrative Order or Administrative Order
on Consent, including these Administrative Orders will be fully
resolved and satisfied and ASARCO will be removed as party to
those decrees:

   * The Administrative Order on Consent for a Remedial
     Investigation and Feasibility Study for Big River Mine
     Tailings Site (In the Matter of St. Francois County Mining
     Area, Docket No. VII-97-F-0002, Respondents: The Doe Run
     Resources Corporation and ASARCO Incorporated);

   * The Administrative Order on Consent for an Engineering
     Evaluation/Cost Analysis for the Federal Mine Tailings Site
     (In the Matter of Federal Tailings Pile Site, Docket No.
     VII-97-F-0009, Respondents: The Doe Run Resources
     Corporation, ASARCO Incorporated, and the State of Missouri
     Department of Natural Resources, Division of State Parks);
     and

   * The Consent Decree between ASARCO and the State of Missouri
     Department of Natural Resources entered September 6, 1994,
     settling certain claims and requiring that certain work be
     performed related to the Glover Smelter site (ASARCO Inc.,
     Missouri Lead Division v. State of Missouri and Missouri
     Department of Natural Resources, Missouri State Court,
     Circuit Court of Iron County, Missouri, Case No. CV594
     119CC).

The Southeast Missouri Settlement further provides that ASARCO is
entitled to protection from contribution actions or claims as
provided by Section 113(f)(2) of the Comprehensive Environmental
Response, Compensation, and Liability Act and Section 9613(f)(2)
of the U.S. Public Health and Welfare Code, for all matters
addressed in the Settlement, except with respect to the $763,162,
general unsecured claim allowed to Doe Run.

The settlements, according to Tony M. Davis, Esq., at Baker
Botts, L.L.P., in Houston, Texas, are products of a series of
mediation sessions between ASARCO and the creditors in early
September 2007.

Mr. Davis asserts that the settlements resolve many disputed
technical issues that would have significant impact on the
ultimate value of any allowed claim.  Those issues, which would
require significant time and money to resolve, highlight
additional litigation risks faced by the settling parties, he
avers.

                         About ASARCO

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

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

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

The Court gave the Debtors until April 11, 2008, to file a plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ATLANTA STRUCTURAL: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Atlanta Structural Products, Corporation
        dba Structural Products Corporation
        4975 Buford Highway
        Norcross, GA 30071

Bankruptcy Case No.: 08-64751

Type of Business: The Debtor manufactures structural wood members.

Chapter 11 Petition Date: March 12, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: John C. Pennington, Esq.
                  John C. Pennington, P.C.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  jcppc@alltel.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
MBH Building Solutions                                 $592,634
c/o Kenneth Hindman, Esq.
100 Peachtree Street, Northwest
Atlanta, GA 30303

Louisiana - Pacific Corp                               $340,925
Noth 13403 Government Way
Hayden Lake, ID 83835

Thomas Young Loan                                      $273,810
3060 Woodvale Court
Alpharetta, GA 30022

Bluelinx                                               $107,913



All Temp Storage                                        $81,296

Penske Truck Leasing Co, LP                             $32,372

Cantrell-McCullogh                                      $18,507

NMHG                                                    $14,269

Citicorp Leasing                                        $13,194

Wells Fargo                                              $6,335

DeLage Landen                                            $4,786

Sprint                                                   $4,700

Baytree Leasing                                          $1,302

Unifirst Corporation                                       $799

Axsa Document Solutions                                    $202


AXIA INC: Decline in Product Demand Spurs Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Axia, Inc.,
including its corporate family rating to Caa2 from B3, its
probability of default rating to Caa3 from Caa1, and its senior
secured bank credit facility to Caa2 from B3.  The ratings outlook
was revised to negative from stable.

The downgrade was prompted by the ongoing decline in demand for
Axia's products, its deteriorating credit metrics, weak liquidity,
and the company's violation of two of the principal financial
covenants under its bank credit facility in the fourth quarter of
2007.  Moody's expects Debt-to-EBITDA leverage to increase to
above 6.5x, and EBIT-to-interest coverage to remain substantially
below 1.0x, driven by declining operating income.

Axia's Caa2 corporate family rating reflects the company's small
size, high financial leverage, weak free-cash-flow, and the
company's dependence on residential home building activity.  The
company's leading market position in the automatic taping and
finishing tools business, strong brand recognition, broad
geographic diversification and strong EBITDA margins partially
mitigate these risks.

The company's debt instruments reflect an overall probability of
default of Caa3.  The Caa2 instrument ratings on Axia's senior
secured term loan and revolving credit facility reflect an LGD3
(33%) loss given default rating, and are rated equally with the
corporate family rating as there is no debt cushion afforded by
junior capital.

These ratings or assessments were affected by this action:

  -- Corporate Family Rating lowered to Caa2 from B3;

  -- Probability-of-Default rating lowered to Caa3 from Caa1;

  -- $175.0 million senior secured bank credit facility lowered to
     Caa2 (LGD3, 33%) from B3 (LGD3, 33%).

Axia, Inc., headquartered in Duluth, Georgia, is a leading
manufacturer, marketer and distributor of ATF tools in North
America.


BEAR STEARNS: Federal Probe to Focus on April 2007 Conference Call
------------------------------------------------------------------
The investigation conducted by the office of the U.S. Attorney
for the Eastern District of New York on the collapse of Bear
Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Enhanced  
Leverage Master Fund, Ltd., may focus on a conference call held
in April 2007, Kate Kelly at the Wall Street Journal said, citing
people familiar with the matter.

Specifically, the Journal said New York federal prosecutors have
launched an investigation into whether Ralph Cioffi, the Funds'
former manager, and his colleague, Matthew Tannin, engaged in
securities fraud by telling Fund investors they were optimistic
about the prospects for the Funds when they worried privately
about the funds' future.

The Journal related that according to insider sources, Mr. Cioffi
told investors in April 2007 that the funds were down "just
slightly" for the month.  However, Mr. Cioffi released figures in
May 2007 that revealed that the Enhanced Fund was down 23%
through April, and the Leveraged Fund down to about 5%, the
Journal noted.

The Journal further related that the insider sources added that
around the same time as the April conference, Mr. Cioffi was
holding continuing discussions in internal e-mails with
colleagues about the worrisome state of the credit markets, and
"wondering aloud whether the declines in [the U.S.] subprime
securities would spell trouble for his funds."

New York prosecutors, according to the Journal, are examining
whether any disparity between Mr. Cioffi's statements during the
April 2007 conference and his internal e-mails to colleagues
could constitute fraud.

The Journal reported that in early March 2007, Mr. Cioffi took
$2,000,000 of his own money out of the Enhanced Fund into a third
fund he also managed.  According to the Journal, Mr. Cioffi has
told his associates that the money transfer, which was approved
by compliance officers at Bear Stearns Asset Management, was
intended to show confidence in the third fund.

"The Bear Stearns investigations are significant because the
collapse of the firm's two internal funds helped trigger the
credit crisis, leading other financial firms to eventually re-
price their holdings of mortgage securities," the Journal said.

In other news, the Federal Bureau of Investigation has opened
criminal inquiries into 14 companies as part of an investigation
of the subprime-mortgage crisis, which investigation is focusing
on accounting fraud, securitization of loans and insider trading.

The Journal said that the FBI has not identified the companies
under investigation but said it is looking into allegations of
fraud in various stages of the mortgage process, from companies
that bundled the loans into securities to the banks that ended up
holding them.

The Journal noted that FBI officials involved in the
investigation have said that they are working with the U.S.
Securities and Exchange Commission, which has initiated more than
three dozen investigations in the subprime-mortgage business,
including the role of mortgage brokers, investment banks and due
diligence companies involved in the underwriting and
securitization of loans.

                     About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR SWAMP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bear Swamp Road Associates, LLC
        53 Flock Road
        Mercerville, NJ 08619

Bankruptcy Case No.: 08-14304

Chapter 11 Petition Date: March 11, 2008

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Scott Eric Kaplan, Esq.
                     (kaplanlaw1@verizon.net)
                  Professional Center at Hamilton
                  2083 Klockner Road
                  Hamilton, NJ 08690
                  Tel: (609) 587-2800

Estimated Assets: $1 million to $100 million

Estimated Debts:      $100,000 to $1 million

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


BENCHMARK ELECTRONICS: Earns $21 Million in 2007 Fourth Quarter
---------------------------------------------------------------
Benchmark Electronics Inc. reported net income of $21.0 million
for the fourth quarter ended Dec. 31, 2007.  In the comparable
period of 2006, net income was $28.0 million.  

Sales were $735.0 million for the quarter ended Dec. 31, 2007,
compared to $737.0 million for the same quarter in the prior year.

Excluding restructuring charges, integration costs, amortization
of intangibles and the impact of stock-based compensation costs,
the company would have reported net income of $25.0 million in the
fourth quarter of 2007.  Excluding restructuring charges and the
impact of stock-based compensation costs, the company would have
reported net income of $29.0 million in the fourth quarter of
2006.

Sales for the years ended Dec. 31, 2007, and 2006, were each
$2.9 billion.  Net income for the year ended Dec. 31, 2007, was
$93.0 million.  In the prior year, net income was $112.0 million.

Excluding restructuring charges, integration costs, amortization
of intangibles, the impact of stock-based compensation costs and a
discrete tax benefit related to a previously closed facility, the
company would have reported net income of $98.0 million in 2007.
Excluding restructuring charges, the impact of stock-based
compensation expense and a tax benefit resulting from the closure
of the company's UK facility, the company would have reported net
income of $113.0 million in 2006.

"In 2007 we achieved several major goals  we expanded our
customer base, enhanced our manufacturing and engineering
capabilities, completed the integration of recent acquisitions,
and realigned our manufacturing facilities," said Cary T. Fu, the
company's chief executive officer.  "We are delighted to have the
heavy lifting behind us.  We are on an excellent pathway for
increased business from new and existing customers in 2008."

As of Dec. 31, 2007, the company had cash and cash equivalents
totaling $199.2 million, short-term investments totaling
$182.8 milllion and $99.7 million available for borrowings under
its revolving credit line.

During the period from July 25, 2007, to Dec. 31, 2007, the
company repurchased a total of 2.6 million common shares for
$53.0 million at an average price of $20.33 per share.  Through
Feb. 27, 2008, the company has repurchased a total of 4.1 million
shares for $77.3 million at an average price of $18.86 per share.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.76 billion in total assets, $474.3 million in total
liabilities, and $1.29 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?291c

                   About Benchmark Electronics

Headquartered in Angleton, Texas, Benchmark Electronics Inc.
(NYSE: BHE) -- http://www.bench.com/-- is in the business of  
manufacturing electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.  Benchmark's global operations
include 20 facilities in ten countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service assigned a Ba2 (LGD-3, 39%) rating to
Benchmark Electronics Inc.'s new 5-year $100 million senior
secured revolving credit facility due 2012 and affirmed the
company's Ba3 corporate family rating.  The rating outlook is
stable.


B/E AEROSPACE: Earns $42.3 Million in Fourth Quarter 2007
---------------------------------------------------------
B/E Aerospace, Inc. disclosed financial results for the fourth
quarter and full year 2007.

Net earnings for the fourth quarter were $42.3 million, as
compared with net earnings of $21.7 million in the fourth quarter
of 2006.  Net earnings increased by $20.6 million, or 94.9%, as
compared with the fourth quarter of the prior year.

The 57.9% growth in operating earnings as compared to the fourth
quarter of last year was driven by a 44.1% increase in revenues
and a 120 basis point expansion in operating margin.  Revenue
growth was driven by robust market conditions, market share gains,
and particularly strong aftermarket retrofit program revenues from
major international airlines.  The 14.6% operating margin was 120
basis points higher than the same period last year reflecting the
high in quality backlog and operating leverage at the higher
revenue level despite start up and learning curve costs on new
programs, primarily in the seating and engineering services
segments.

For the year ended Dec. 31, 2007, revenues were $1.68 billion, an
increase of 48.7% as compared with the prior year.  Operating
earnings for 2007 were $247.0 million, or 66.6% greater than the
prior year.  The operating earnings growth was driven primarily by
the 48.7% increase in revenue and a 160 basis point expansion in
operating margin to 14.7 percent of sales, reflecting operating
leverage at the higher revenue level, despite acquisitions and
costs related thereto in the distribution and interior systems
segments, and start up and learning curve costs on new programs
primarily in the seating, business jet and engineering services
segments.  Revenue growth was driven by robust market conditions
and market share gains, and included strong retrofit program
deliveries as well as an increase in demand related to growth in
new aircraft deliveries.  Organic revenue and operating earnings
growth for the year ended Dec. 31, 2007 were 41.0% and 68.9%,
respectively.

For the year ended Dec. 31, 2007, earnings before income taxes of
$215.1 million were $125.1 million, or 139.0%, greater than in
2006.  For the full year 2007, net earnings of $147.3 million were
$61.7 million, or 72.1%, greater than net earnings in 2006.

At Dec. 31, 2007, B/E Aerospaces debt-to-capital ratio was 11%.  
Net debt at Dec. 31, 2007 was $70 million, which represents
total debt of $152 million less cash and cash equivalents of
$82 million.  At Dec. 31, 2007, the company had no borrowings on
its $200 million revolving credit facility.  Working capital
at Dec. 31, 2007 was $711.6 million, which increased by
$255.6 million, or 56.0%, as compared with the prior year as a
result of the nearly 50% increase in revenues, substantial
investments in inventories associated with the product line
expansion in the distribution segment and to support the record
$2.2 billion backlog.  Capital expenditures during 2007 were
$32.6 million, as compared with $24.1 million in the prior year.  
Depreciation and amortization in 2007 was $35.0 million as
compared to $29.4 million in 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.7 billion and total liabilities of $518.2 million, resulting
in a $1.2 billion stockholders' equity.  Equity, as of Dec. 31,
2006, was $706.0 million.

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV)
-- http://www.beaerospace.com/-- manufactures aircraft cabin
interior products, and is an aftermarket distributor of aerospace
fasteners.  B/E designs, develops and manufactures a broad range
of products for both commercial aircraft and business jets. B/E
manufactured products include aircraft cabin seating, lighting,
oxygen, and food and beverage preparation and storage equipment.
The company also provides cabin interior design, reconfiguration
and passenger-to-freighter conversion services.  B/E sells and
supports its products through its own global direct sales and
product support organization.

                          *      *      *

On May 2007, Moody's Investors Service assigned B/E Aerospace,
Inc. a Ba2 corporate family rating, a Ba1 senior secured credit
facility rating and a B1 senior unsecured note rating.  The
ratings still hold to date.


BLUE RIVER: Plans Orderly Liquidation of Municipal Bond Fund
------------------------------------------------------------
Blue River Asset Management intends to undergo an "orderly
liquidation" of its municipal bond fund, which used to have $1
billion in assets, Dane Hamilton of Reuters reports, citing
sources knowledgeable with the issue.

The sources told Reuters that Blue River, with the help of JP
Morgan Chase & Co., pooled about $110 million in investment money
and will put up a new domestic fund to continue its operations.

Various reports say that the raised money was intended to prevent
a "collapse."

Blue River refused to comment on the matter, Reuters says.

Reuters reveals that Blue River barred investors from redeeming
their money from the fund early March 2008.  According to the
report, Blue River intends to inform investors about the planned
liquidation.

Reuters says that the leverage level of Blue River could not be
determined yet.

Blue River is among the several hedge funds selling off their
assets due to the ongoing crisis in the financial market.

Blue River Asset Management -- http://www.blueriverfunds.com/--  
is a hedge fund in the United States.


BUFFETS HOLDINGS: U.S. Trustee Amends Creditors Committee
---------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
amended the list of the members of the Official Committee of
Unsecured Creditors in Buffets Holdings Inc. and its debtor-
affiliates' bankruptcy cases.  The U.S Trustee took out Western
Asset Management Company.

Based on the amended list, the members of the Committee are:

     (1) Commissary Operations, Inc.
         Attn: Lloyd Baldridge
         2629 Eugenia Avenue
         Nashville, TN 37211
         Tel No.: 615-231-4401
         Fax No.: 615-231-4450

     (2) HSBC Bank USA, National Association
         Attn: Sandra E. Horwitz
         10 East 40th Street
         New York, NY 10016
         Tel No.: 212-525-1358
         Fax No.: 212-525-1300

     (3) Kimco Realty Corporation
         Attn: Raymond Edwards
         3333 New Hyde Park Rd.
         New Hyde Park, NY 11042
         Tel No.: 516-869-2586
         Fax No.: 516-336-5686

     (4) Levine Leichtman Capital Partners Deep Value Fund L.P.
         Attn: Jason Schauer
         335 North Maple Drive, Suite 130
         Beverly Hills, CA 90210
         Tel No.: 310-275-5335
         Fax No.: 310-275-1305

     (5) The Coca-Cola Company
         Attn: John Lewis, Jr.
         One Coca Cola Plaza
         Atlanta, GA 30311
         Tel No.: 404-676-4016
         Fax No.: 404-598-4016

     (6) Van Eerden Food Service
         Attn: Daniel Van Eerden
         650 Ionia Avenue, S.W.
         P.O. Box 3110
         Grand Rapids, MI 49501
         Tel No.: 616-475-0900
         Fax No.: 616-774-3973

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

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


BUFFETS HOLDINGS: Otterbourg Steindler as Panel's Counsel Approved
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. and its debtor-affiliates obtained authority from the United
States Bankruptcy Court for the District of Delaware to retain
Otterbourg Steindler Houston & Rosen PC as counsel.

As reported in the Troubled Company Reporter on Feb. 20, 2008
the Committee said that it selected Otterbourg because of the
firm's extensive experience in, and knowledge of, business
reorganizations under Chapter 11 of the Bankruptcy Code.  The
Committee believed that Otterbourg is qualified to represent it
in a cost-effective, efficient and timely manner.

Specifically, the Committee needs Otterbourg to:

   -- assist and advise the Committee in its consultation with
      the Debtors relative to the administration of the Chapter
      11 cases;

   -- attend meetings and negotiate with the representatives of
      the Debtors and other parties-in-interest;

   -- assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   -- assist the Committee in the review, analysis, and
      negotiation of any plan of reorganization or asset
      acquisition proposals that may be filed and to assist the
      Committee in the review, analysis, and negotiation of
      disclosure statements;

   -- assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

   -- take all necessary action to protect and preserve the
      interests of the Committee, including:

         * possible prosecution of actions on its behalf;

         * if appropriate, negotiations concerning all litigation
           in which the Debtors are involved; and

         * if appropriate, review and analysis of claims filed
           against the Debtors' estates;

   -- generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports and papers
      in support of positions taken by the Committee;

   -- appear, as appropriate, before courts and the Unites States
      Trustee, and to protect the interests of the Committee
      before the courts and the Trustee; and

   -- perform all other necessary legal services.

Otterbourg will be paid for its legal services on an hourly basis
and will be reimbursed for its actual, reasonable and necessary
out-of-pocket disbursements:

           Partner & Counsel         $530 to $795
           Associate                  245 to  575
           Paralegal                  175 to  205

Glen B. Rice, Esq., a member of Otterbourg, assured the Court
that the firm does not have any connection with the Debtors,
their creditors or any other party-in-interest; does not have any
interests adverse to the Committee which would preclude it from
acting as counsel to the Committee in matters upon which it is to
be engaged; and is a "disinterested person" as that term is
applied in Section 101(14) of the Bankruptcy Code.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


BUFFETS HOLDINGS: Can File Schedules and Statements Until April 7
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Buffets Holdings Inc. and its debtor-affiliates an
additional 45 days, until April 7, 2008, to file schedules of
assets and liabilities and statements of financial affairs.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, related that the necessity of the
extension is largely due to the Debtors' more than 200 creditors,
the size and complexity of the Debtors' businesses, and the
limited staffing available to gather, process and complete the
Schedules and Statements.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a debtor is required
to file a schedule of assets and liabilities; schedule of current
income and expenditures; schedule of executory contract and
unexpired leases; and statement of financial affairs within 15
days after the Petition Date.

Under Rule 1007-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware, that deadline is automatically extended to 30 days
after the Petition Date if (i) the debtor has more than 200
creditors and (ii) the debtor's bankruptcy petition is
accompanied by a list of all of the debtor's creditors and their
addresses.

In addition, Ms. Morgan said that since the Petition Date, and
during the course of preparing the Schedules and Statements, the
Debtors have been performing many critical tasks to position
themselves to maximize value for their creditors.  She contended
that the time required to perform the tasks has necessarily
limited the amount of time that the Debtors have been able to
commit to preparing the Schedules and Statements.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.  The U.S Trustee for
Region 3 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  The Committee selected
Otterbourg Steindler Houston & Rosen PC as counsel.  The Debtors'
balance sheet as of Sept. 19, 2007, showed total assets of
$963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of $85
million of new funding and $200 million carried over from the
company's prepetition credit facility. (Buffets Holdings
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


CAPRI CONDOMINIUMS: Wants to Hire Gill Johnson as Appraiser
-----------------------------------------------------------
The Capri Condominiums Limited Partnership asks permission from
the U.S. Bankruptcy Court for the Middle District of Florida to
employ Gilbert P. Johnson of Gill Johnson Appraisal as its
appraiser.

Gill Johnson's primary services will include:

     a) all research, analysis, and drafting necessary to prepare
        an appraisal of the Development, and separate appraisals
        of each of the Units, together with such related opinions
        as are necessary to address absorption questions, and any
        alternatives that might be urged by the Bank;

     b) all research, analysis, and drafting necessary to critique
        an appraisal of the Development that is anticipated by the
        Bank, and any other criticism that is complaint with
        USEPAP standard;

     c) preparation for and representation at Johnson's deposition
        as an expert witness, follow-up analysis in the event that
        such a deposition raises new issues or questions that must
        be investigated, and testimony at one or more evidentiary
        before this Court; and

     d) preparation for and presence at depositions and
        evidentiary hearings involving testimony of other experts,
        professionals, or business-oriented fact witnesses, so as
        to ensure the accuracy of the professional opinions that
        are being rendered.

The firm will charge the Debtor with a flat rate of $125 per hour.

Mr. Johnson assures the Court that his firm holds no interest
adverse to the Debtor and its estate, and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Tampa, Florida-based The Capri Condominiums LP owns and manages
condominiums.  Capri is operated by Euro American Investors
Group in The Netherlands, which runs an office in Tampa,
Florida.  Euro American Investors -- http://www.eaig.nl/-- is   
an international company that offers a complete package property
with the focus on the United States and Europe.  Since its
launch in 1979, Euro American Investors built a diversified
portfolio of properties, apartments, offices, commercial
buildings, and shopping malls.

Capri Condominiums sought protection under chapter 11 on Feb. 6,
2008 (Bankr. M.D. Fla. Case No. 08-01553).  Maureen A. Vitucci,
Esq., at Gray Robinson PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between US$10 million and US$50 million.

     
CAPRI CONDOMINIUMS: Asks Court OK to Hire RealtySouth as Broker
---------------------------------------------------------------
The Capri Condominium Limited Partnership asks authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
John McGill and RealtySouth as its brokers.

RealtySouth is expected to provide marketing and brokerage
services of the Debtor's property located at 1300 27th Place
South, in Birmingham, Alabama.

The documents submitted