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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

             Wednesday, June 18, 2008, Vol. 12, No. 144           

                             Headlines

77 RANCHO: Voluntary Chapter 11 Case Summary
AFC HOME TRUST: Moody's Rates Class 2A Notes Due 2029 Caa2
AINSWORH LUMBER: March 31 Balance Sheet Upside-Down by C$75.2MM
ALLIED WASTE: Republic Transaction Won't Affect Moody's Rating
ASARCO LLC: July 2 Set as Plan Filing Deadline Despite Objections

ASARCO LLC: US Gov't. Supports Sale to Sterlite; Others Skeptical
ASARCO LLC: Grupo Mexico Chief Denies Looting Charges
BANNER BEDDING: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Hedge Fund Managers Could Face Indictment
BHM TECHNOLOGIES: U.S. Trustee Objects to Alixpartners as Advisors
BHM TECHNOLOGIES: U.S. Trustee Objects to Kurtzman as Claims Agent

BHM TECHNOLOGIES: U.S. Trustee Wants Claims Bar Date Motions Nixed
BHM TECHNOLOGIES: Trustee Appoints 7-Member Creditors Committee
BHM TECHNOLOGIES: Trustee Objects to White & Case as Counsel
BILOXI HOUSING: Moody's Cuts Revenue Bonds Rating to Ba3
CFM U.S.: Files Schedules of Assets and Liabilities

CLAIRE'S STORES: Posts $35.6MM Net Loss in First Qtr. Ended May 3
CLEBURNE & TM: IBC Bank's Motion Could Trigger Foreclosure of Mall
CLOVERIE PLC: Moody's Cuts Notes Ratings from Baa3 to Caa2
CONSTAR INT'L: Amends CEO Walter Sobon's Employment Agreement
CONTIMORTGAGE HOME: Moody's Gives B3 Rating to Class A-5 Notes

CRANSTON II: Chapter 11 Summary & 11 Largest Unsecured Creditors
CREDIT & REPACKAGED: Moody's Cuts Ratings of $20MM Notes to Ba2
CREDIT AND REPACKAGED: Moody's Places Tranche Notes on Review
CVF TECH: March 31 Balance Sheet Upside-Down by $112,798
DANA CORP: Agrees to Pay $125MM to Settle Environ. Liabilities
DANKA BUSINESS: Points Out Inaccuracies in DCML's Allegations

DOV PHARMA: Posts $3,566,787 Net Loss in 2008 First Quarter
FIDELITY NATIONAL: Fitch to Lift Ratings After Lender Biz Spin Off
FIRST MAGNUS CAPITAL: Trustee Unable to Appoint Creditors Panel
FIRST MAGNUS CAPITAL: Can Sell 261,954 Shares of WNS Stock
GMAC LLC: Moody's Cuts Rating to B3 on Increased ResCap Exposure

GOODY'S FAMILY: U.S. Trustee Forms Seven-Member Creditors Panel
GREY WOLF: Rejects Precision Drilling's Second Takeover Proposal
GT ARCHITECTURE: Wants to Hire David Bisbee as Bankruptcy Counsel
GT ARCHITECTURE: Section 341(a) Meeting Scheduled for June 26
HAMILTON HOLDINGS: Voluntary Chapter 11 Case Summary

HERMITAGE DEVELOPERS: Case Summary & 20 Largest Unsec. Creditors
HOLLINGER INC: To Suspend Regulators Reporting to Save on Costs
HOME INTERIORS: Taps PricewaterhouseCooper as Tax Advisor
HOME INTERIORS: Disclosure Statement Hearing to Continue Aug. 21
HOME INTERIORS: Wants to Continue Engagement of PwC as Auditor

HOME INTERIORS: Taps Judd Thomas as Tax Preparation Consultants
HOME INTERIORS: Gets OK to Employ Equity Partners as Sales Broker
HORIZON TRAVEL: Case Summary & 20 Largest Unsecured Creditors
IDEAEDGE INC: Posts $2,351,292 Net Loss in 2nd Qtr. Ended March 31
IDLEAIRE TECH: Court Denies U.S. Trustee's Request for an Examiner

INT'L FUEL: Posts $584,962 Net Loss in 2008 First Quarter
J&B COMPANY: Case Summary & Largest Unsecured Creditor
JFK MEDICAL: Moody's Cuts Rating on Parent's Performance Decline
JOHNSON RUBBER: Delivers Amended Disclosure Statement and Plan
JP MORGAN: Fitch Downgrades Ratings on Three Loan Classes

KEYS FITNESS: Court Okays $1.8MM Credit Facility from Wells Fargo
KEYS FITNESS: Court Approves Neligan Foley as Counsel
KEYS FITNESS: Files Schedules of Assets and Liabilities
KIMBALL HILL: Committee Wants to Employ Shaw Gussis as Co-counsel
KIMBALL HILL: Can Employ Houlihan Lokey as Financial Advisor

L-3 COMMUNICATIONS: Fitch Affirms All Ratings with Stable Outlook
LATAM TRUST: Moody's Cuts Ratings of Certificates to Ba1
LEHMAN BROTHERS: Fitch Holds 'BB+' Ratings on $2.2MM Certificates
LEUCADIA NATIONAL: Fitch Affirms 'BB+' ID and Senior Debt Ratings
LUMINENT MORTGAGE: Calls for Conversion of $90MM Senior Notes

MORGAN STANLEY ACES: Moody's to Review 9 Notes for Possible Cut
MORITZ BERGMEYER: Case Summary & 20 Unsec. Creditors
MORTGAGE LENDERS: Taps OCC Design to Perform Land Use Survey
MORTGAGE LENDERS: Has Until September 9 to Remove Actions
MORTGAGE LENDERS: Wants to Invest $17MM in Money Market Account

MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
MUHLENBERG MEDICAL: Moody's Cuts $18MM Bonds Rating to Ba3
MW JOHNSON: Could Put Lots, Homes on the Block to Meet Payments
NATIONAL CINEMEDIA: March 27 Balance Sheet Upside-Down by $546.5MM
NEONODE INC: Appoints Kenneth E. Olson to Board of Directors

NOVADEL PHARMA: Posts $1,972,000 Net Loss in 2008 First Quarter
OSYKA CORP: Files Schedules of Assets and Liabilities
PFF BANCORP: Maturity of $44MM Loan Extended Under FBOP Merger
PHOENIX FOOTWEAR: Secures $17MM Credit Facility from Wells Fargo
PLASTECH ENGINEERED: Says Asset Sale Objections are "Premature"

POPE & TALBOT: Ch.7 Trustee's $31 Mil. Halsey Sale Plea Approved
POPE & TALBOT: Ch. 7 Trustee Taps Cozen O'Connor as Counsel
POWER EFFICIENCY: Posts $888,156 Net Loss in 2008 First Quarter
PRC LLC: Bank of America, et al. Oppose Plan of Reorganization
PRC LLC: Reaches Agreement with DIRECTV on Asset Purchase

PRC LLC: Files Supplements to Joint Ch. 11 Plan of Reorganization
PREMIER PROPERTIES: Bankruptcy Case Converted to Chapter 7
PREMIER PROPERTIES: Allegedly Non-Cooperative to Case Trustee
PREMIER PROPERTIES: Founder Faces Fraud and Felony Charges
RESIDENTIAL CAPITAL: Moody's Junks Ratings on Continued Losses

RITCHIE CAPITAL: Units' Disclosure Statement Hearing Set July 24
SAINT VINCENT: Court Approves Settlement Pact with NY Dialysis
SALS B-2005-1: Moody's to Review Note Rating for Possible Cut
SANLUIS CORPORACION: Weak Liquidity Cues Fitch's Rating Watch Neg.
SESI LLC: Moody's Affirms Ratings; Changes Outlook to Stable

SHEARSON FINANCIAL: Voluntary Chapter 11 Case Summary
SIBCO ENTERPRISES: Case Summary & 20 Unsec. Creditors
SILVER BEACH: Delivers Schedules of Assets and Liabilities
SILVER CREST: Fitch Cuts and Withdraws 'CC' Loan Ratings
SIX FLAGS: Fitch Chips Issuer Default Rating to 'RD' from C

SIX FLAGS: Moody's Cuts Probability of Default Rating to Caa1/LD
SOUTHLAND LAND: Unresolved Receivership Cues Bankruptcy Filing
SOUTHLAND LAND: Creditors Oppose Hiring of Clark & Trevithick
SOUTHLAND LAND: Case Trustee Appointment Hearing Set for July 18
SPACEHAB INC: Inks Securities Purchase Pact with Lanphier Capital

S&R CRESCENT: Case Summary & 20 Largest Unsecured Creditors
STONY HILL CDO: Moody's Places Notes on Review for Possible Cut
SUN-TIMES MEDIA: Mulls Going Private, to Sell One or More Branches
TITAN ENERGY: Posts $730,500 Net Loss in 2008 First Quarter
TROPICAL INN: Case Summary & Seven Largest Unsecured Creditors

UNIVERSAL ENERGY: Sells Debentures and Warrants for $770,000
U.S. ANTIMONY: Posts $141,193 Net Loss in 2008 First Quarter
UTSTARCOM INC: Board Taps Peter Blackmore as Chief Executive
VEDANTA RESOURCES: Fitch Puts 'BB+' Rating on Proposed Unsec. Bond
VERIDIEN CORP: Posts $316,365 Net Loss in 2008 First Quarter

WATERSTONE LLC: Case Summary & 19 Largest Unsecured Creditors
WESCO AIRCRAFT: Moody's Affirms Corporate Family Rating at B2
WEST CORP: Affiliate Completes Tender Offer for Genesys' Shares
WILLIAM WHITE: Case Summary & 20 Unsec. Creditors
WILSONS LEATHER: To Appeal Nasdaq Delisting Determination

WORLDSPACE INC: Charles Mathias Resigns as Board Member

* Fitch Says Energy Price Hike Could Pose Liquidity Issues

* N.Y. City Bankruptcies Up More than Threefold

* Upcoming Meetings, Conferences and Seminars

                             *********

77 RANCHO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 77. Rancho
        12634 Heartleaf St.
        Moreno Valley, CA 92552

Bankruptcy Case No.: 08-17157

Chapter 11 Petition Date: June 16, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Dennis Baranowski, Esq.
                  Email: dennis@baranowskilaw.com
                  9421 Haven Ave. Ste. 220
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 581-8290
                  Fax: (909) 481-4381
                  http://www.baranowskilaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

The Debtor does not have any unsecured creditors who are not
insiders.


AFC HOME TRUST: Moody's Rates Class 2A Notes Due 2029 Caa2
----------------------------------------------------------
Moody's Investors Service announced that it has published the
underlying ratings on the following notes that are guaranteed by
the financial guarantor identified below.  The underlying rating
reflects the intrinsic credit quality of the notes in the absence
of the guarantee.  The current ratings on the below notes are
consistent with Moody's practice of rating insured securities at
the higher of the guarantor's insurance financial strength rating
and any underlying rating that is public.

These are the complete rating actions:

Issuer: AFC Home Equity Loan Trust 1998-1

Class Description: Class 1A-1 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 1A-2 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company  
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 2A-1 Notes due 2028

  -- Current Rating: A3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: A3

Class Description: Class 2A-2 Notes due 2028

  -- Current Rating: A3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: A3

Issuer: AFC Home Equity Loan Trust 1998-2

Class Description: Class 1A Notes due 2027

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 2A Notes due 2027

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Issuer: AFC Home Equity Loan Trust 1998-3

Class Description: Class 1A-1 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 1A-2 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 2A-1 Notes due 2028

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class 2A-2 Notes due 2028

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Issuer: AFC Mortgage Loan AB Certificates 1997-3

Class Description: Class 1A-4 Notes due 2027

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class 1A-5 Notes due 2027

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class 2A Notes due 2027

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Issuer: AFC Mortgage Loan AB Certificates 1997-4

Class Description: Class 1A-1 Notes due 2027

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company   
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 1A-2 Notes due 2027

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 2A-1 Notes due 2027

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class 2A-2 Notes due 2027

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Issuer: AFC Mortgage Loan AB Certificates 1998-4

Class Description: Class 1A-1 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 1A-2 Notes due 2028

  -- Current Rating: Baa2
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa2

Class Description: Class 2A-1 Notes due 2028

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Class 2A-2 Notes due 2028

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Issuer: AFC Mortgage Loan AB Certificates 1999-1

Class Description: Class 1A Notes due 2029

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Class 2A Notes due 2029

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Issuer: AFC Mortgage Loan AB Certificates 1999-2

Class Description: Class 1A Notes due 2029

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class 2A Notes due 2029

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Caa2

Issuer: AFC Mortgage Loan AB Certificates 1999-3

Class Description: Class 1A Notes due 2029

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Class 2A Notes due 2029

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Caa2

Issuer: AFC Mortgage Loan AB Certificates 1999-4

Class Description: Class 1A Notes due 2029

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Caa1

Class Description: Class 2A Notes due 2029

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Caa2

Class Description: Class 3A Notes due 2029

  -- Current Rating: A1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: A1

Issuer: AFC Mortgage Loan AB Certificates 2000-1

Class Description: Class 1A Notes due 2028

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class 2A Notes due 2028

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Ba1

Issuer: AFC Mortgage Loan AB Notes 2000-2

Class Description: Class 1A Notes due 2030

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B3

Class Description: Class 2A Notes due 2030

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B3

Issuer: AFC Mortgage Loan AB Notes 2000-3

Class Description: Class 1A Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B3

Class Description: Class 2A Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Caa1

Issuer: AFC Mortgage Loan AB Notes 2000-4

Class Description: Class 1A Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B3

Class Description: Class 2A Notes

  -- Current Rating: Aaa, under review for possible downgrade
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B3


AINSWORH LUMBER: March 31 Balance Sheet Upside-Down by C$75.2MM
---------------------------------------------------------------
Ainsworth Lumber Co. Ltd.'s consolidated balance sheet at
March 31, 2008, showed C$1.05 billion in total assets and
$1.12 billion in total liabilities, resulting in a roughly
C$75.2 million total stockholders' deficit.

Net loss for the quarter was C$88.2 million on sales of
C$88.5 million compared to net loss of C$22.8 million on sales of
C$135.0 million in 2007.  

The decrease in sales is primarily the result of low oriented
strand board (OSB) sales prices and the strong Canadian dollar, in
combination with reduced shipment volumes due to production
curtailments.

The increased net loss is attributable mainly to lower production
margins, a C$36.1 million unrealized foreign exchange loss on
long-term debt, reductions in tax recoveries, and additional
financing transaction costs in the first quarter of 2008.

               Cash Flows from Operating Activities
     
Cash used in operations for the quarter was C$40.5 million
compared to C$49.1 million in the first quarter of 2007.  An
improvement in cash generated by working capital was partially
offset by an increase in operating losses.  Cash generated by
working capital in the first quarter of 2008 was C$4.4 million
compared to C$14.5 million in cash used in working capital build
up in the first quarter of 2007.  This change was primarily due to
reduced log purchasing activities and log inventory write-downs.

                     OSB Business Conditions
    
The company said that OSB business conditions continue to be
challenging, as the U.S. housing industry, a key driver of OSB
demand, remains in a protracted downturn.  U.S. housing starts
continued to drop due to excess housing inventories and the
constriction of credit availability in light of the mortgage
credit market crisis.
     
The average of the market prices reported by Random Lengths during
the first quarter of 2008 was U.S.$137 per msf (North Central
region, on a 7/16th-inch basis) compared to U.S.$145 per msf in
the first quarter of 2007.
     
OSB shipment volumes of 409,752 msf in the first quarter of 2008
were 24% lower than in the same period of 2007 as a result of
reduced customer demand and additional plant closures.  Production
at the company's jointly-owned OSB facility at High Level, Alberta
was indefinitely curtailed as of Dec. 20, 2007, and the mill
remained closed throughout the first quarter of 2008.  The
company's Cook, Minnesota facility began an indefinite production
curtailment on Jan. 16, 2008.  The company's Grande Prairie,
Alberta and 100 Mile, British Columbia OSB facilities took
temporary shutdowns totaling 38 days and 14.5 days of production
time, respectively, during the first quarter of 2008.  In
addition, production at the company's Grand Rapids, Minnesota
facility was indefinitely curtailed in the first quarter of both
2008 and 2007.

                       Going Concern Doubt

The company believes that there exists reasonable doubt about the
company's ability to continue as a going concern because of the
company's current liquidity position and forecasted operating cash
flows and capital requirements for the next twelve months.  

In addition, the decline in demand for OSB in the U.S. residential
housing market and the significant appreciation of the Canadian
dollar against the U.S. dollar led to negative operating margins.  
Under the company's existing long-term and current indebtedness,
over the remainder of 2008 the company must provide for interest
payments of approximately C$62.0 million and principal payments of
C$8.5 million.  Under these circumstances, the company has
significant liquidity risk.

                      About Ainsworth Lumber

Based in Vancouver, British Columbia, Ainsworth Lumber Co. Ltd.
(TSX: ANS) -- http://www.ainsworth.ca/-- is a manufacturer of  
engineered wood products, such as oriented strand board (OSB) and
specialty overlaid plywood.  The company owns six OSB
manufacturing facilities, three in Canada, and three in northern
Minnesota.  The company also has a 50% ownership interest in an
OSB facility located in High Level, Alberta.  Due to market
conditions, the company is presently operating three OSB  
facilities in Canada and one OSB facility in Minnesota.


ALLIED WASTE: Republic Transaction Won't Affect Moody's Rating
--------------------------------------------------------------
Allied Waste Industries, Inc.'s and Republic Services, Inc.'s June
13, 2008 announcement that the two companies are discussing a
possible business combination does not, at this time, affect
Moody's debt ratings of either Allied or Republic.  The companies
have indicated that they are contemplating a transaction in which
Allied Waste shareholders would receive 0.45 shares of Republic
Services common stock for each share of Allied Waste common stock.

The companies also stated that there can be no assurances that any
transaction will occur at these terms or at any terms as a result
of these discussions.  Moody's will continue to monitor
developments with respect to the possible business combination of
Allied and Republic and initiate appropriate rating actions if and
when more specific details of an agreed merger plan are announced.

Moody's currently rates Allied B1 (corporate family rating) with a
positive outlook; and Republic Baa1 (senior unsecured), with a
stable outlook.

"The combination of the Republic and Allied businesses would
create a more formidable competitor in the solid waste business
and is a logical step in industry consolidation.  Depending on the
structure and terms of any transaction that could emerge, the
ratings of Allied could potentially benefit from its becoming part
of a larger organization.  The ratings of Republic could
potentially face downwards pressure if credit metrics of the
combined business were to weaken from the current, standalone
levels of Republic," commented Moody's Analyst, Jonathan Root.

Allied Waste Industries, Inc., based in Phoenix, Arizona is the
second largest provider of comprehensive waste management services
in North America.

Republic Services, Inc., based in Fort Lauderdale, Florida, is a
leading provider of solid waste collection, transfer and disposal
services in the United States.


ASARCO LLC: July 2 Set as Plan Filing Deadline Despite Objections
-----------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas extended ASARCO LLC and its debtor-
affiliates' exclusive period to file a plan of reorganization
until July 2, 2008.  The extension comes amidst calls to terminate
the Debtors' exclusivity period.

                      Harbinger & Asarco Inc.
                   Want Exclusivity Terminated

Asarco Inc., ASARCO LLC's 100% equity holder, and Harbinger
Capital Partners Master Fund I, Ltd., a major creditor in the
Debtors' Chapter 11 cases, each asked the Court to terminate the
Debtors' exclusivity to allow them to file separate Chapter 11
reorganization plans for the Debtors.

Asarco Inc. and Harbinger are intent on filing their own plans of
reorganization for the Court's consideration.

Asarco Inc. delivered to the Court a copy of its proposed full-
payment reorganization plan, a full-text copy of which is
available for free at http://researcharchives.com/t/s?2e1c

Asarco Inc. asserted that the Full-Payment Plan yields the best
legally possible recoveries for all constituents by providing,
among other things, that:

   * Asarco Inc. will contribute cash in the maximum amount set
     by the Court as required to fund all distributions and
     reserves under the Full-Payment Plan, will post a good faith
     cash deposit of $500,000,000, and will provide a guaranty of
     up to an additional $440,000,000, to demonstrate the
     feasibility of the Full Payment Plan;

   * All claims, including environmental and asbestos claims,
     will be paid in cash in the full amount allowed by final
     Court order;

   * Bonds issued by ASARCO will be reinstated and any defaults
     cured, or, to the extent the Court finds that reinstatement
     is not available, will be paid in full in cash;

   * Interest will be paid on any and all claims to the extent
     required by law; and

   * No break-up fee is required.

According to Dow Jones Newswires, Asarco Inc. would put up
$2.7 billion, use $1 billion the Debtors have on hand, and then
put in a further $440 million.

The Debtors cannot demonstrate that cause exists for the Court to
extend the exclusive periods for the eleventh time in light of
the fact that Asarco Inc. stands ready to immediately file a Full
Payment Plan, Luc A. Despins, Esq., at Haynes and Boone, LLP, in
New York, asserted.  "The Debtors' out-of-hand rejection of the
Full Payment Plan is both emblematic of a lack of good faith
progress towards reorganization and demonstrates the Debtors'
abuse of exclusivity as a tactical device against Asarco Inc."

For its part, Harbinger believes that exclusivity should be
terminated in light of the substantial risks that indicate that
the proposed ASARCO LLC asset sale to Sterlite Industries
(India), Ltd., is not likely to close.  Among others, Harbinger
pointed out, Sterlite has not entered into a collective
bargaining agreement with the United Steelworkers, and it may
take months for Sterlite to raise the financing necessary to fund
its obligations under the contemplated sale.

Weiting Hsu, Esq., at Winstead PC, in Dallas, Texas, on
Harbinger's behalf, asserted that "allowing exclusivity to lapse
would enable parties to file competing Chapter 11 plans that do
not have the risks inherent in the Sterlite PSA."

Harbinger informed the Court that it has crafted and is
immediately ready to propose a Chapter 11 plan that is
confirmable, does not present risks to closing, and will provide
for prompt cash distributions to creditors.  

                 Debtors to File Plan by August 1

ASARCO LLC said it has "nearly completed" drafting a Chapter 11
plan and a disclosure statement explaining that plan, and expects
the documents to be filed by Aug. 1, 2008, Bloomberg News said.

                          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 April 18, 2005.

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

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

(ASARCO Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: US Gov't. Supports Sale to Sterlite; Others Skeptical
-----------------------------------------------------------------
The U.S. Government has expressed support on the sale of ASARCO
LLC and its debtor-affiliates' assets to Sterlite Industries
(India), Ltd. for $2,600,000,000, while various parties, including
Sterlite itself, have been cautious about the sale.

                       El Paso & Babson Seek
              Disclosure of Sale-Related Information

The city of El Paso, Texas, complains that the Sterlite PSA does
not contain basic information describing the assets to be sold to
Sterlite and the liabilities to be assumed under the PSA.

Babson Capital Management, LLC, manager of investment funds that
hold $900,000 of the 7-7/8 Debentures due 2013, $12,050,000 of
the 8-1/2% Debentures due 2025, and $659,800 in general unsecured
claims against the Debtors, also complains that the Debtors have
not addressed important disclosures necessary to evaluate their
request -- most notably information regarding the other Qualified
Bidders and their respective Qualified Bids and the specific
impact of the different bids on the treatment of creditor claims.

The PSA refers to a "Seller Disclosure Schedule."  That Schedule,
however, was not filed with the Court, El Paso notes.  El Paso
contends that the Schedule is critical to enable creditors,
parties-in-interest, and the Honorable Richard S. Schmidt of the
U.S. Bankruptcy Court for the Southern District of Texas to
ascertain:

   -- what assets are to be sold to Sterlite,
   -- what assets are to be retained by ASARCO,
   -- what liabilities are to be assumed by Sterlite, and
   -- what liabilities are to be retained by ASARCO.

El Paso points out that ASARCO's obligation to close the
transaction and sale to Sterlite contemplated by the PSA is
expressly contingent on unspecified "consents and waivers," which
are described in the unfiled Schedule.

Babson also points out that the Debtors provide no substantive
information as to how Sterlite's bid would satisfy the claims of
the various creditor constituencies.  Without that information,
Babson insists, it is impossible for creditors who were not
present at the Plan Sponsor Selecting Meeting to evaluate the
proposed Sterlite transaction and to understand how the Bid
Protections will ensure that creditors receive the highest and
best value available out of the sale process.

Accordingly, El Paso and Babson ask the Court to deny approval of
the Bid Protections unless and until ASARCO files all the
pertinent information regarding the sale.

            Legislators Ask EPA to Investigate Sterlite

Reps. Gabrielle Giffords and Raul Grijalva urged the Department
of Justice to launch an immediate investigation into the
environmental records for bidders of ASARCO's assets before
Sterlite's bid is accepted, Bloomberg News related.

Reps. Giffords and Grivalja told U.S. Attorney Michael Mukasey
through a letter that Vedanta Resources plc, Sterlite's parent,
has established an operating record in India and Africa that does
not bode well for responsible stewardship of assets in the United
States.  They added that Vedanta may have engaged in a pattern
of environmental labor abuses, including:

   * contaminating water supplies near mines in India and Zambia,
   * improperly disposing of toxic wastes, and
   * failing to provide protective head gear to mine workers.

            U.S. Government Supports Sale to Sterlite

The United States Government, on behalf of the Environmental
Protection Agency, the Department of Interior, and the Department
of Agriculture, believes that the Debtors' decision to grant the
Bid Protections to Sterlite is a reasonable exercise of business
judgment and promotes a robust bidding process designed to
maximize the value of the estate.

The Government asserts that efforts by Asarco Incorporated to
transform what should be a relatively straightforward and
procedural inquiry into the appropriateness of the Bid
Protections into a full hearing on its arguments with respect to
confirmation are improper.  The Government asks the Court to
defer on those matters until plan confirmation.

To the extent that evidence and argument on Asarco Inc.'s
proposed Plan is relevant to the Court's consideration of the
Break-up Fee, the Government points out that Asarco Inc.'s
proposed Plan is not a full payment plan, has significant
defects, and does not support rejection of the Break-up Fee.  "In
practical terms, Asarco Inc.'s proposed Plan is simply a
litigating Plan that would prevent the Debtors from entering into
reasonable settlements on the largest claims and, instead,
require them to be litigated to conclusion through all appeals."

"Moreover, Asarco Inc.'s proposal to transfer non-operating
properties to a trust that is patently underfunded, even if
accompanied by a general statement that reorganized debtor
remains liable, creates serious concerns," according to the
Government.  "Thus, rejection of the Bid Protections could leave
the Debtors and creditors no alternative other than Asarco Inc.'s
defective plan."

The Government asks the Court to reject the notion that Asarco
Inc.'s proposed Plan requires rejection of the Bid Protections.  
"Doing otherwise could drive Sterlite from the table, chill other
bidders from coming forward to sponsor a consensus plan of
reorganization, and leave the creditors with a litigating Plan
that entails significant risks as to whether funds will be
available to pay allowed claims in full when they are finally
resolved years from now."

Furthermore, the Government asks the Court to reject assertions
that the environmental compliance record of Sterlite and its
corporate parents and affiliates were not properly considered by
Debtor during the Plan Sponsor Selection Process.

The states of Montana, Washington, Oklahoma, Kansas, and
Missouri, join in the Government's support of Sterlite's bid.

                Judge Schmidt to Rule Before July 2

Judge Schmidt said he will issue a ruling on the final bid
protection motion before July 2, Reuters reported.  Sterlite's
bid for ASARCO's assets will terminate if Judge Schmidt do not
approve the final bid protections by July 2.  According to
Bloomberg News, Judge Schmidt said he needs more time to review
legal briefs and testimony before deciding whether to make
Sterlite the stalking horse bidder.

                          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 April 18, 2005.

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

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

ASARCO and its debtor affiliates have until July 2, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 74;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Grupo Mexico Chief Denies Looting Charges
-----------------------------------------------------
German Larrea, chairman and chief executive officer of Grupo
Mexico S.A.B. de C.V., denied allegations that Grupo Mexico
stripped ASARCO LLC of its assets to avoid paying ASARCO's
American creditors, Joel Millman of The Wall Street Journal
reported.

Mr. Larrea, who took stand in the fraudulent transfer litigation
on June 11, 2008, told Honorable Andrew S. Hanen of the U.S.
District Court for the Southern District of Texas that the 2005
transfer of ASARCO's ownership in Southern Peru Copper Corporation
was a "low-cost solution" aimed at cleaning up ASARCO's
outstanding liabilities, the Journal related.

According to U.S. environmentalists and U.S. regulators believe
that Grupo Mexico's overall strategy was to free itself from
ASARCO's many legal liabilities, while simultaneously seeking to
retain the U.S. unit's most lucrative copper holdings.

If found guilty, Grupo Mexico could pay penalties exceeding
$10 billion, including punitive damages.

Mr. Larrea has an estimated net worth of $7.3 billion, the
Journal said.

Grupo Mexico has accused ASARCO of trying to win the fraudulent
transfer case by "demonizing" Mr. Larrea.  Grupo Mexico
reiterated that the sale of the SPCC Shares was for a legitimate
business purpose -- restructuring ASARCO and paying off its
looming debt obligations.  

Grupo Mexico maintained that ASARCO was solvent at the time of
the transfer of the SPCC Shares and noted that the Department of
Justice signed off on the price Grupo Mexico paid for the SPCC
Shares.  Mr. Larrea told the Court that ASARCO suffered from a
"cash crunch" similar to other mining companies when the price of
copper is low.

In response, ASARCO told Judge Hanen that it was forced to sue
because the transfer of the SPCC Shares left it without the
resources to pay a lengthy list of environmental and asbestos-
related claims, the International Herald Tribune related.  
Winning the fraudulent transfer case is the best chance for all
creditors to get paid, the news agency said, quoting ASARCO's
lawyers as saying.

As of June 15, 2008, SPCC Shares are trading at $103.98 per
share.  As of April 30, 2008, Southern Peru has 294,465,650
shares of common stock outstanding.  ASARCO is seeking to avoid
54.7% of the SPCC Shares.

              Grupo Mexico Clarifies "Misperceptions"

Grupo Mexico issued the following statement to address several
misperceptions promoted by ASARCO LLC as part of its fraudulent
conveyance lawsuit against Americas Mining Corporation, a GMexico
subsidiary.  The case is currently being heard in the U.S.
District Court of the Southern District of Texas in Brownsville.  
GMexico also called on the judge overseeing ASARCO's bankruptcy
proceedings to carefully examine the questionable actions taken by
ASARCO's Board and legal counsel, Baker Botts, which it believes
are costing the company's creditors and shareholders millions in
unnecessary expenses.

Among the misperceptions are:

   -- ASARCO has alleged GMexico stripped ASARCO of a
      valuable asset and left it to "die on the vine."  In
      truth, the sale of ASARCO's majority stake in Southern
      Peru Copper Corporation to AMC in 2003 was part of a
      very successful restructuring undertaken by GMexico
      during a difficult operating period and low copper
      prices.  The restructuring allowed ASARCO to eliminate
      all of its existing short-term debt obligations
      through 2013, significantly reducing its current and
      future financing costs, boost its credit ratings and
      reach a standstill agreement with the U.S. Department
      of Justice to help resolve its environmental
      liabilities.  GMexico has always intended to maintain
      ASARCO's assets as part of its long-term productive
      facilities.  That was GMexico's intention at the time
      and the company continues to demonstrate that
      commitment through its submission of a full payment
      plan to ASARCO and its creditors.

   -- Despite ASARCO's continuous effort to blame its
      financial troubles on the SPCC sale, ASARCO did not
      file for bankruptcy protection until two-and-a-half
      years after the restructuring, and only then after a
      debilitating four-month labor strike and the constant
      pressure from the DOJ and Environmental Protection
      Agency over unresolved environmental claims.  GMexico
      firmly believes ASARCO's troubles derive largely from
      poor legal advice from ASARCO's law firm, Baker Botts,
      which incorrectly convinced the company's board
      members that the Chapter 11 process would solve all of
      ASARCO's problems by quickly resolving its
      environmental and unknown asbestos liabilities at a
      very low cost.  Instead, just the opposite has
      occurred.  Three years and millions of dollars in
      legal fees later, the company still faces numerous
      unresolved liabilities, has reached unnecessarily high
      settlements on others and has been largely unable to
      take advantage from the  dramatic turnaround in
      commodity prices.

   -- Baker Botts' hefty legal expenses are being padded
      even further through ASARCO's fraudulent conveyance
      lawsuit against AMC.  ASARCO, which is a 100% owned
      subsidiary of GMexico and is responsible for the
      lawsuit's legal costs and expenses, is using the case
      to try and obtain funds for the remediation of
      environmental claims against the company.  Yet
      conveniently lost in ASARCO's arguments is that fact
      that the DOJ itself approved the SPCC sale in 2003 and
      has never objected to the transaction since.  In fact,
      all the other parties involved approved the
      transaction, showing it generated fair market value
      for the benefit of all parties.

GMexico believes the behavior of the ASARCO Board members
who approved the AMC lawsuit is reprehensible and they should be
held accountable for all these unnecessary expenses, which
otherwise could be used to pay environmental claims and
creditors.  The company also believes the U.S. Bankruptcy Court
should review carefully the Board's behavior and the outrageous
expenses incurred at the considerable cost and detriment of the
creditors and shareholders.

GMexico continues to believe that the allegations made by
ASARCO are without merit and it looks forward to successfully
defeating the lawsuit.

                          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 April 18, 2005.

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

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

ASARCO and its debtor affiliates have until July 2, 2008 to file a
plan of reorganization.  (ASARCO Bankruptcy News, Issue No. 74;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BANNER BEDDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Banner Bedding Inc.
        dba Banner Mattress
        475 Palmyrita Ave.
        Riverside, CA 92507

Bankruptcy Case No.: 08-16828

Chapter 11 Petition Date: June 9, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Daniel J. Weintraub
                  Weintraub & Selth APC
                  12424 Wilshire Blvd, Ste 1120
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  E-mail: dan@wsrlaw.net

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/cacb-08-16828.pdf


BEAR STEARNS: Hedge Fund Managers Could Face Indictment
-------------------------------------------------------
Kate Kelly of The Wall Street Journal reports that federal
prosecutors are preparing to file criminal charges against Bear
Stearns Cos. managers, Ralph Cioffi and Matthew Tannin, who
oversaw two Bear Stearns hedge funds that have recently collapsed.

The U.S. Attorney's office in Brooklyn has interviewed witnesses
and other key people, and is set to complete the process this
week.  It has indicated to lawyers with interest in the case that
indictments could be imminent, WSJ reports, citing people familiar
with the matter.

Information obtained by WSJ from one person familiar with the
matter states that the managers could be charged with securities
fraud within the next week, although evidence could emerge that
would change that.

There has been no indication that broader charges are being
contemplated against Bear Stearns, according to the report.

Mr. Cioffi and Mr. Tannin managed two high-profile bond portfolios
for the securities firm's asset-management unit.  They are
suspected of intentionally misleading investors by hiding the true
financial condition of the funds.  The funds eventually collapsed,
costing investors $1.6 billion and leading to writedowns of
$387 billion in mortgage and other holdings around the world.  The
writedown figure is according to the Institute of International
Finance Inc., a Washington-based banking group.

                        About Bear Stearns

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

As reported by the Troubled Company Reporter, Bear Stearns
stockholders approved the investment bank's merger with JPMorgan
Chase & Co. at a Special Meeting of Stockholders held May 29,
2008.  Approximately 84% of shares voted were in favor of the
merger,  representing a substantial majority of Bear Stearns'
outstanding common stock.  The Wall Street Journal reports that
the value of the transaction  is about $1.4 billion, a large
difference from the $25 billion market capitalization value in
early 2007 before its defeat.

Upon completion of the merger, each outstanding share of common
stock of Bear Stearns will be converted into the right to receive
0.21753 shares of JPMorgan Chase common stock and Bear Stearns
will become a direct subsidiary of JPMorgan Chase.

                           *     *     *

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

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


BHM TECHNOLOGIES: U.S. Trustee Objects to Alixpartners as Advisors
------------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects,
pursuant to Section 307 of the Bankruptcy Code and Section
586(a)(3) of the Judiciary and Judicial Procedure, to the
application of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to hire AlixPartners LLP as their financial advisors
for these reasons:

   (1) The Debtors have filed applications to retain both
       AlixPartners as financial advisors and Rothschild, Inc. as
       an investment banker.  The applications do not delineate
       the duties of each firm, nor do the applications explain
       why both firms are needed to render financial advice to
       the Debtors.

   (2) AlixPartners did run a conflicts search of all parties-in-
       interest.

   (3) There are 58 connections between Alix, its clients and
       the Debtors, including three unnamed "confidential"  
       clients of Alix Partners are customers and lenders of the
       Debtors.  Presumably, these are secured lenders, although
       that is unclear.  No further disclosure is made as to
       these three creditors.  Also, Amsouth is both a lender to
       the Debtors and to another Alix client, and adverse to
       other Alix clients, as is Bank of New York which is a
       lender to the Debtors, to other Alix clients and an Alix
       client itself.  Varnum, Riddering, Schmidt & Howlett, LLP
       and White & Case are also current clients of Alix in
       unrelated matters.  The U.S. Trustee wishes to review
       these relationships with the Debtors and AlixPartners, to
       determine whether they create conflicts of interest,
       either actual or potential.

   (4) The proposed fees range from $650 to $850 for managing
       directors, $485 to $650 for directors, $335 to $480 for
       vice presidents, $250 to $340 for associates, $225 to
       $250 for analysts, and $170 to $200 for paraprofessionals.
       These rates are far above the rates that are customary in
       bankruptcy cases in the Western District of Michigan.
       There is no commitment to charge less than full rates for
       travel time, which has been done in other large cases.  
       The U.S. Trustee desires additional time to discuss this
       with the Debtors and their counsel, as well as the
       counsel to the Official Committee of Unsecured Creditors.

   (5) During the 90 days prior to the Chapter 11 filing,
       AlixPartners received $2,885,450 from the Debtors.  
       AlixPartners also received a $50,000 retainer from the
       Debtors in June 2007.  The U.S. Trustee has not yet been
       able to review the statements that support the billings in
       order to determine whether any of these payments were made
       on antecedent debts and wants more time to review the
       statements.

   (6) AlixPartners reserves the right to seek a success fee in
       an unstated amount.  The application does not state the
       formula by which a success fee may be determined.  The
       U.S. Trustee objects to any success fee before the amount
       and rationale are known, and does not want any order to be
       entered that appoints AlixPartners to be construed as a
       consent to any success fee.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts of both between
US$100 million and US$500 million.

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


BHM TECHNOLOGIES: U.S. Trustee Objects to Kurtzman as Claims Agent
------------------------------------------------------------------
Habbo G. Fokkena, United States Trustee for Region 9, has raised
objections to the employment of Kurtzman Carson Consultants, LLC,
as the notice and claims agent of BHM Technologies Holdings, Inc.,
and its debtor-subsidiaries.

The U.S. Trustee asserts that many of the services to be performed
by Kurtzman Carson duplicate work that is performed by the
Bankruptcy Clerk and is therefore unnecessary.  He notes that no
duties have been delegated by the Bankruptcy Clerk to Kurtzman
Carson beyond the noticing authorized by United States Bankruptcy
Court for the Western District of Michigan's provisional order.  
He adds that the Bankruptcy Clerk and Kurtzman Carson have only
had a brief preliminary discussion of the services to be provided
beyond the noticing function.

The U.S. Trustee asserts that in order to avoid any confusion and
conflict under the Bankruptcy Code and Rules, the Bankruptcy
Court should remain the official repository for the filing of
claims, ballots and other documents and information in this case
unless the Bankruptcy Court orders otherwise.  Any deviation from
the court rules for the place to file documents should be limited
to special circumstances, asserts Michael V. Maggio, trial
attorney at the Office of the U.S. Trustee.

The U.S. Trustee further notes that the Debtors propose to
compensate Kurtzman Carson based on an unspecified "Fee Structure"
without disclosing the specific rates and terms of compensation as
required by Rule 2014(a) of the Federal Rules of Bankruptcy
Procedure.  As a related matter, the proposed interest rate
charges for late fees is improper under the circumstances,
Mr. Maggio says.

The U.S. Trustee points out the engagement letter signed by the
parties discloses that Kurtzman Carson is holding $25,000 as an
"evergreen retainer."  It notes that while the proposed order
would grant the evergreen retainer, the Debtors did not seek
approval for the retainer in its application to employ Kurtzman
Carson.  Given the cash needs faced by the Debtors, Kurtzman
Carson should be required to first apply any prepetition retainers
received to any approved fees, Mr. Maggio asserts.

The U.S. Trustee also says Kurtzman Carson's counsel fees are not
proper expenses.  The U.S. Trustee, thus, opposes the payment of
the attorney fees for Kurtzman Carson.

The U.S. Trustee avers that the Debtors' application seeks to
improperly treat Kurtzman Carson as an ordinary course
administrative expense without the requisite notice protections
for the payment of its compensation.  Mr. Maggio asserts that to
the extent Kurtzman Carson performs services beyond a strictly
"noticing" function or otherwise performs services which play a
significant role in the administration of the reorganization
proceedings, it qualifies as a Section 327 professional under the
Bankruptcy Code.  Kurtzman Carson, he says, also needs to follow
the compensation procedures for appointed professionals under the
Bankruptcy Code and Rules.

The U.S. Trustee objects to any attempts to limit Kurtzman
Carson's liability or to indemnify the firm for services under a
"gross negligence or willful misconduct" standard, as it should be
held to a higher standard if it chooses to do much of the same
work as the Court.  Mr. Maggio contends professionals have a
fiduciary duty to the bankruptcy estate and serve as officers of
the Court-- as such, it should be prepared to accept that criteria
and risk of employment and be evaluated under those standards
without looking to the estate for indemnification.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

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


BHM TECHNOLOGIES: U.S. Trustee Wants Claims Bar Date Motions Nixed
------------------------------------------------------------------
Habbo Fokkena, the United States Trustee for Region 9, asks the
United States Bankruptcy Court for the Western District of
Michigan to deny, at this time, approval of the proposed deadlines
and protocol for filing proofs of claim by BHM Technologies
Holdings, Inc., and its debtor-subsidiaries.

The U.S. Trustee notes that it has just appointed an Official
Committee of Unsecured Creditors, which has not yet been
represented by counsel.

The U.S. Trustee desires to consult with the Creditors Committee
and its counsel before deciding upon a position to take regarding
the request for an order regarding procedures that will regulate
how proofs of claims will be filed and the bar dates for the
filing of proofs of claims.

Michael V. Maggio, trial attorney at the Office of the U.S.
Trustee, relates that the Debtors' request is central to the
Creditors Committee's duties to all the unsecured creditors and
requires input from the Committee.

The Debtors have agreed to adjourn this hearing to allow time for
that input.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

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


BHM TECHNOLOGIES: Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, has appointed  
these seven members to the official Committee of Unsecured
Creditors of BHM Technologies Holdings, Inc., and its debtor-
subsidiaries:

      (1) Dennis C. Vogt
          EFC International
          1940 Craigshire Road
          St. Louis, MO 63146
          Tel: (314) 434-2888
          Fax: (314) 439-4440

      (2) Russ Lee
          c/o Earle M. Jorgensen Co.
          1900 Mitchell Blvd.
          Schaumburg, IL 60193
          Tel: (847) 301-6115
          Fax: (630) 635-1068

      (3) Martin Seward
          Kenwal Steel Corp.
          8223 W. Warren Avenue
          Dearborn, MI 48126
          Tel: (313) 739-1034
          Fax: (313) 739-2334

      (4) Ronald Gore
          Olympic Steel, Inc.
          5096 Richard Rd.
          Cleveland OH 44146
          Tel: (216) 292-3800
          Fax: (216) 682-4066

      (5) Michael Whitehead
          The Lincoln Electric Co.
          22801 St. Clair Avenue
          Cleveland, OH 44117
          Tel: (216) 383-2032
          Fax: (216) 383-8125

      (6) Mark A. Rohoe
          Horizon Steel Co.
          1808 Holste Rd.
          Northbrook IL 60062
          Tel: (847) 291-6734
          Fax: (847) 291-6920

      (7) Lorraine Monagin (Lori)
          Dundee Products
          PO Box 159
          Dundee, MI 48131
          Tel: (734) 529-2441
          Fax: (734) 529-5637

Except for Horizon Steel, the members of the Creditors Committee
are in the Debtors' list of 50 largest unsecured creditors.  The
Debtors, which manufacture welded assemblies and precision
machined components for automakers and other end markets, likely
obtained various products, including steel, or equipment, and
related services, from these seven entities who have sent
representatives in the Committee:

   * EFC International has a trade claim of $254,566 and is a   
     provider of engineered fastening systems, engineered
     components, electrical components and fastener automation to
     various manufacturers.

   * Kenwal Steel-Burns Harbor has a trade claim of $2,564,124,
     Kenwal Steel Corp. has a $1,534,880 claim, and Kenwal Steel-
     Tennessee, LLC, has $476,221.  The Kenwal Steel Group --  
     http://www.kenwal.com/-- provides flat rolled steel  
     products and services.

   * The Lincoln Electric -- http://www.lincolnelectric.com/--  
     has a trade claim of $896,514.  It provides welding and      
     cutting products and services, including arc welding
     products, robotic arc-welding systems, plasma and oxyfuel
     cutting equipment.

   * Dundee Products -- http://www.dundeeproducts.com/-- has  
a      
     $575,608 trade claim and manufactures rolled welded steel
     tubing.

   * Earle M. Jorgensen Company -- http://www.emjmetals.com/--  
     has a $488,476 trade claim and is a supplier of metals,
     including steel, and aluminum bars, tubings, and plates to
     manufacturing companies.

   * Olympic Steel -- http://www.olysteel.com/-- has a $292,531  
     trade claim and is a steel service center specializing in
     the processing and distribution of large volumes of carbon,
     coated carbon and stainless flat-rolled sheet, coil and
     plate steel products.

   * Horizon Steel -- http://www.horizonsteel.com/-- is a steel  
     service center, and specializes in, among other things,
     specialty metals, including hi-carbon, stainless,
     zincroplex, brass, aluminum, and alloys.

As previously reported, the U.S. Trustee asked the U.S. Bankruptcy
Court for the Western District of Michigan to deny approval of the
$45,000,000 DIP loan package provided by lenders -- majority of
which are the same lenders who  are owed $255,700,000 under the
First Lien Credit Agreement, dated as of July 21, 2006 -- until
the Creditors Committee is formed.  The U.S. Trustee said the
Creditors Committee should be be given an opportunity to consider
whether the terms of the DIP Loan are beneficial to the estates
and all parties-in-interest, including the Committee's
constituency, the unsecured creditors.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
$100 million and $500 million.

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


BHM TECHNOLOGIES: Trustee Objects to White & Case as Counsel
------------------------------------------------------------
Habbo Fokkena, United States Trustee for Region 9, objects to the
application BHM Technologies Holdings, Inc., and its debtor-
subsidiaries to employ White & Case, LLP, as their special
litigation counsel, on these grounds:

   (1) The proposed fees range up to $750 an hour.  These rates
       are far above the rates that are customary in bankruptcy
       cases in the Western District of Michigan.  There is no
       commitment to charge less than full rates for travel
       time, which, upon information and relief, has been done in
       other large cases.

   (2) A conflicts check run by White & Case apparently against
       a list of less than all parties-in-interest, revealed 54
       parties-in-interest or their affiliates are current or
       former Case & White clients.

The United States Trustee desires additional time to discuss its
concerns with the Debtors and their counsel, as well as counsel
of the Official Committee of Unsecured Creditors.

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

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress,
Esq., Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of
Pepper Hamilton, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy,
it listed estimated assets and debts to be both between
US$100 million and US$500 million.

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


BILOXI HOUSING: Moody's Cuts Revenue Bonds Rating to Ba3
--------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from A3 the rating
on $4.055 million Biloxi Housing Authority, Multifamily Housing
Revenue Bonds, Series 2001 A & B.  The rating downgrade is based
on the project's weak financial performance, stemming mainly from
increased insurance costs.  The outlook has been changed from
stable to negative based on expectation of continued financial
stress.

LEGAL SECURITY:

The bonds are secured by revenues derived from operations of
Beauvoir Manor Apartments, a 150-unit multi-family rental
facility, constructed in 1972 and substantially rehabilitated in
1986.  Pledged revenues include payments received from a Housing
Assistance Payment Contract with the Department of Housing and
Urban Development.

STRENGTHS:

Stable and strong occupancy: After Hurricane Katrina, Beauvoir
Manor experienced an extended period of very high occupancy
(97% as of May 31, 2006) and continues to perform at or around the
95% occupancy level.  Further, Beauvoir continues to maintain a
wait list for some unit types, and management believes they can
easily maintain occupancy above the 90% level.  Stable occupancy
at this level has resulted, and will likely continue to result, in
a stable and consistent revenue stream.

CHALLENGES:

Skyrocketing insurance costs: Insurance costs have increased more
than 200% between 2006 and 2007, while total revenue has increased
only 17% over the same period.  Though management expects to see
costs decrease somewhat in 2008, it is unlikely that they will be
brought down to a range that is easily sustained by what is
essentially a fixed income level.

Erosion of debt service coverage: While revenue increased
marginally over the past two years, and future increases are
limited to HUD approved HAP contract increases, total expenses
(including insurance costs), have grown 43%.  This has led to an
erosion of debt service coverage from 1.51xs as of May 2006 to
1.16xs as of audited 2007 financials.  Interim financial
statements for 2008 have also been reviewed, and continue to show
debt service coverage deterioration.

Small size leads to vulnerability: The small size of this project
makes it vulnerable to sudden shocks.  Small reductions to revenue
or increases in expenses lead to large debt service coverage
changes.  The project does not generate enough margin to cover
unexpected changes to its financial position.

Outlook

The outlook on the bonds has been changed from stable to negative
in anticipation of continued unsustainable insurance costs and
increasing utility expenses.  Moody's does not expect significant
improvement to the project's financial position in the near term.

What could change the rating - UP?

Several periods of substantial debt service coverage growth.

What could change the rating - DOWN?

Increase in expenses or any reduction in revenue that leads to a
further deterioration of the debt service coverage level.


CFM U.S.: Files Schedules of Assets and Liabilities
---------------------------------------------------
CFM U.S. Corporation and CFM Majestic U.S. Holding Inc. delivered
to the United States Bankruptcy Court for the District of Delaware
their schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                $ 4,316,300
   B. Personal Property             87,000,000
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $299,501,376
      Secured Claims
   E. Creditors Holding                              9,783,327
      Unsecured Priority
      Claims
   F. Creditors Holding                             18,083,187
      Unsecured Nonpriority
      Claims
                                   -----------    ------------
      TOTAL                        $91,316,300   $[32,7367,890]

                          About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No.08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claim
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.


CLAIRE'S STORES: Posts $35.6MM Net Loss in First Qtr. Ended May 3
-----------------------------------------------------------------
Claires Stores Inc. reported Tuesday its financial results for the
2008 first quarter ended May 3, 2008.  

The company reported a net loss of $35.6 million for the 2008
first quarter, compared with net income of $28.8 million in the
2007 first quarter.

The company reported net sales of $327.0 million for the 2008
first quarter, a 4.0% decrease from net sales of $340.6 million in
the 2007 first quarter.  The company attributed the decrease to a
decline in same store sales, partially offset by the growth in new
store base and the effect of foreign currency translation.

Consolidated same store sales declined 8.4% in the 2008 first
quarter consisting of a 3.7% increase in average transaction value
that was offset by a 12.5% decrease in the average number of
transactions.  In North America, same store sales decreased 12.3%,
with sales at the company's Claire's stores declining less than at
the company's Icing stores.  European same store sales were
essentially flat with a decline of 0.2%.

Commenting on first quarter results, chief executive officer Gene
Kahn said, "We are genuinely disappointed with our first quarter
results.  The challenging retail environment continues to impact
our sales with mall traffic declining, and consumers'  
discretionary spending being crimped by large price increases in
food and gasoline."

Throughout this quarter, we have made significant progress in
improving our organizational model and bolstering our merchandise
offense by recruiting people to the business with strong industry,
management and leadership experience.  We have confidence that our
improved team, combined with the benefits from the implementation
of the Pan European Transformation (PET) project, will create
momentum and drive improvement in our sales during the second half
of this year.  PET will allow us, for the first time, to have
three separate, dedicated merchandising teams focused on Claire's
in North America, Icing, and Claire's in Europe.

We began 2008 with an expense structure that anticipated same
store sales growth.  Given the current retail environment and
economic conditions, we carefully reviewed our cost structure and
estimate that we can save $40 million annually.  We have begun to
execute against a number of the identified opportunities and
expect that we can save $15 million in this fiscal year, with the
full annualized savings achieved in fiscal 2009.

Our same store sales, while still negative, have shown improvement
in the second quarter.  We are encouraged that the new merchandise
organization, combined with our cost savings initiatives, will
drive improved performance during the second half of this year."

Adjusted EBITDA in the 2008 first quarter was $34.3 million
compared to $60.6 million in the 2007 first quarter.  The company
defines Adjusted EBITDA as earnings before interest, income taxes,
depreciation and amortization, excluding the impact of transaction
related costs incurred in connection with its May 2007 acquisition
and other non-recurring or non-cash expenses, and normalizing
occupancy costs for certain rent-related adjustments.

At May 3, 2008, the company's $200 million revolving credit
facility was undrawn and fully available aside from an ongoing
$5.9 million letter of credit.  Cash and cash equivalents were
$68.0 million.

During the 2008 first quarter, cash used by operating activities
was approximately $1.4 million, compared with cash provided by
operating activities of $20.3 million during the 2007 first
quarter.  The change in cash provided by operating activities was
primarily impacted by a decrease in operating income and an
increase in interest paid on the debt incurred to fund the
acquisition, offset by a decrease in working capital.  

Capital expenditures during the 2008 first quarter were
$16.0 million, of which $11.7 million related to store openings
and remodeling projects.  Capital expenditures during the 2007
first quarter were $22.3 million.

                          Balance Sheet

At May 3, 2008, the company's consolidated balance sheet showed
$3.3 billion in total assets, $2.8 billion in total liabilities,
and $581.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended May 3, 2008, are available for
free at http://researcharchives.com/t/s?2e0f

                      About Claire's Stores

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

                          *     *     *

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


CLEBURNE & TM: IBC Bank's Motion Could Trigger Foreclosure of Mall
------------------------------------------------------------------
Elvia Aguilar of Corpus Christi Caller Times (Tex.) reports that
the owners of Sunrise Mall, an Austin investment group and
International Bank of Commerce officials participated in a Dallas
bankruptcy court hearing and discussed a motion that, if granted,
would enable bank officials to continue the foreclosure process.

IBC Bank has filed a motion that says an owner of two businesses
at the mall complained to IBC officials about "deplorable, unsafe
conditions at Sunrise Mall."  The motion, if granted, would begin
the foreclosure process, according to the report.

Mall owners in a response to the motion denied the allegations.

As reported by the Troubled Company Reporter on May 8, the planned
foreclosure auction of Sunrise Mall, owned by Corpus Sunrise Mall
L.P., was stopped when its owners filed for Chapter 11 protection
with the U.S. Bankruptcy Court for the Northern District of Texas.

Corpus Sunrise is one of six affiliates of Cleburne & TM, L.P.
that filed for bankruptcy.  Corpus Sunrise Mall defaulted on a
$6.5 million worth of debt with International Bank of Commerce,
Caller-Times cites documents submitted to the Court.  In addition,
it defaulted on a loan from Austin investors worth $1.5 million.  
Consequently, the mall was scheduled to be auctioned off.

The mall owners have filed a motion to allow them to use cash
collateral to keep up the mall property and make payments to IBC,
according to the report.

The Nueces County Appraisal District's 2008 appraisal of the mall
property is about $6.9 million, according to the report.

Based in Arlington, Texas, Cleburne & TM L.P. and six of its
affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr.
N.D. Texas. Lead Case No. 08-32193).  Joyce W. Lindauer, Esq. and
Arthur I. Ungerman, Esq. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $10 million to
$50 million, and estimated debts of $1 million to $10 million.


CLOVERIE PLC: Moody's Cuts Notes Ratings from Baa3 to Caa2
----------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Cloverie Plc Series 2005-5:

Class Description: $20,000,000 Floating Rate Portfolio Credit
Linked Notes Due 2015

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

  -- Current Rating: Caa2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


CONSTAR INT'L: Amends CEO Walter Sobon's Employment Agreement
-------------------------------------------------------------
Constar International Inc. and Mr. Walter Sobon, the company's
Executive Vice President and Chief Financial Officer, entered into
an amendment to an Employment Agreement, dated Dec. 12, 2005,
between the company and Mr. Sobon.

The Employment Agreement was scheduled to expire on Dec. 12, 2008.  
As amended, the Employment Agreement has a three-year term
commencing June 4, 2008, that is automatically extended for an
additional year on each anniversary of such date unless either
party tenders a non-extension notice at least 180 days before such
anniversary.

Philadelphia-based Constar International Inc. (Nasdaq: CNST) --
http://www.constar.net/-- is a producer of PET (polyethylene   
terephthalate) plastic containers for food, soft drinks and water.
The company provides full-service packaging solutions, from
product design and engineering, to ongoing customer support.  Its
customers include many of the world's leading branded consumer
products companies.

The company's consolidated balance sheet at March 31, 2008, showed
$488.5 million in total assets and $569.6 million in total
liabilities, resulting in a $81.1 million total stockholders'
deficit.

                          *     *     *

Constar International Inc. still carries Moody's Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


CONTIMORTGAGE HOME: Moody's Gives B3 Rating to Class A-5 Notes
--------------------------------------------------------------
Moody's Investors Service has published the underlying ratings on
the notes that are guaranteed by the financial guarantors listed
below.  The underlying ratings reflect the intrinsic credit
quality of the notes in the absence of the guarantee.  The current
ratings on the following notes are consistent with Moody's
practice of rating insured securities at the higher of the
guarantor's insurance financial strength rating or any underlying
rating that is public.

These are the complete rating actions:

Issuer: ContiMortgage Home Equity Loan Trust 1994-05

Class Description: Class A-4 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1995-01

Class Description: Class A-5 Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: B3

Class Description: Class A-6IO Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: B3

Class Description: Class A-7IO Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: B3

Issuer: ContiMortgage Home Equity Loan Trust 1995-02

Class Description: Class A-5 Notes

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Class Description: Class A-6 Notes

  -- Current Rating: Baa3
  -- Financial Guarantor: Financial Guaranty Insurance Company    
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa3

Issuer: ContiMortgage Home Equity Loan Trust 1995-03

Class Description: Class A-5 Notes

  -- Current Rating: Aa3
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Aa3

Issuer: ContiMortgage Home Equity Loan Trust 1995-04

Class Description: Class A-9 Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class A-13IO Notes

  -- Current Rating: Baa3, under review for possible downgrade
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Ba1

Issuer: ContiMortgage Home Equity Loan Trust 1996-01

Class Description: Class A-7 Notes

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class A-8 Notes

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Class Description: Class A-9IO Notes

  -- Current Rating: Baa1
  -- Financial Guarantor: Financial Guaranty Insurance Company
     (Baa3, under review for possible downgrade)

  -- Underlying Rating: Baa1

Issuer: ContiMortgage Home Equity Loan Trust 1996-02

Class Description: Class A-8 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under  
     review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class A-9 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba1

Class Description: Class A-10IO Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba1

Issuer: ContiMortgage Home Equity Loan Trust 1996-03

Class Description: Class A-7 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-8 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-9IO Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Class Description: Class A-10IO Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Ba3

Issuer: ContiMortgage Home Equity Loan Trust 1996-04

Class Description: Class A-8 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-9 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under     
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-10 Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-11IO Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Class Description: Class A-12IO Notes

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: B1

Issuer: ContiMortgage Home Equity Loan Trust 1997-5

Class Description: Class A-6

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under  
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-8

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1998-1

Class Description: Class A-7

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-8

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade) Underlying Rating: Aaa

  -- Class Description: Class A-9

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1998-4

Class Description: Class A

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1999-1

Class Description: Class A-6

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-7

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-8

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1999-2

Class Description: Class A-6

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under    
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-7

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-8

  -- Current Rating: Aaa
  -- Financial Guarantor: MBIA Insurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Issuer: ContiMortgage Home Equity Loan Trust 1999-3

Class Description: Class A-6

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-7

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa

Class Description: Class A-8

  -- Current Rating: Aaa
  -- Financial Guarantor: Ambac Assurance Corporation (Aaa, under
     review for possible downgrade)

  -- Underlying Rating: Aaa


CRANSTON II: Chapter 11 Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cranston II, LLC
        10155 Collins Ave., Ste. 1505
        Bal Harbour, FL 33154

Bankruptcy Case No.: 08-12271

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Cranston Acquisition, LLC                  08-12275

Chapter 11 Petition Date: June 17, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Avrum J. Rosen, Esq.
                  Email: ajrlaw@aol.com
                  38 New St.
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536

Cranston II, LLC's Financial Condition:

Total Assets: $32,006,000

Total Debts:  $12,070,890

A. Cranston II, LLC's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Seth Kanegis
$435,000                                                                                                    
1000 S. Pointe Dr.
Miami Beach, FL 33139

Equity Media Holdings          Trade debt            $227,436
1 Shackleford Dr., Ste. 400
Little Rock, AR 72211

Howard Topel                                         $133,000
Leventhal Senter And Leman
2000 K St., N.W., Ste. 600
Washington, DC 20006

Robert J. Rini                 professional          $97,876

Genauer & Associates           professional          $74,578

Berkowitz Pollack Brandt       professional          $60,000

Jeff Ervine                                          $32,000

Wes Broadcast, Inc.            Trade debt            $30,000

Denmark, LLC                   loan                  $25,000

Lee Degentein                  loan                  $25,000

Joel Galpern, CPA              professional          $8,000

B. Cranston Acquisition, LLC does not have any creditors who are
   not insiders.


CREDIT & REPACKAGED: Moody's Cuts Ratings of $20MM Notes to Ba2
---------------------------------------------------------------
Moody's has downgraded these notes issued by Credit and Repackaged
Securities Limited 2006-1:

Class Description: $20,000,000 Tranche Notes due March 20, 2013

  -- Prior Rating: Baa2 on watch for posssible downgrade

  -- Curent Rating: Ba2

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


CREDIT AND REPACKAGED: Moody's Places Tranche Notes on Review
-------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the rating on these notes issued by Credit and Repackaged
Securitiies Limited 2005-2:

Class Description: $20,000,000 Tranche Notes due June 21, 2010

  -- Prior Rating: Ba3

  -- Current Rating: Ba3 for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


CVF TECH: March 31 Balance Sheet Upside-Down by $112,798
--------------------------------------------------------
CVS Technologies Corp.'s consolidated balance sheet at March 31,
2008, showed $3,394,617 in total assets, $3,478,361 in total
liabilities, and $29,054 in redeemable Series A preferred stock,
resulting in a $112,798 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $645,501 in total current assets
available to pay $1,859,336 in total current liabilities.

The company reported a net loss of $965,518 on total revenue of
$129,513 (including royalty income of $17,426) for the first
quarter ended March 31, 2008, compared with a net loss of $437,908
on sales of $681,679 in the corresponding period of 2007.

Consolidated sales of CVF subsidiaries for the three months ended
March 31, 2008, amounted to $112,087, representing a decrease of
$569,592 compared to sales of $681,679 for the same period in
2007.  The decrease in sales was due to Xylodyne's sales decrease
of $567,625.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e1d

                       Going Concern Doubt

Sherb & Co. LLP, in New York, expressed substantial doubt about  
CVF Technologies Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

The company has incurred losses over the quarter and the past two
years, which have reduced the company's cash reserves, and
depleted stockholders' equity.

                      About CVF Technologies

Headquartered in Williamsville, New York, CVF Technologies
Corporation (OTC BB: CNVT) -- http://www.cvfcorp.com/-- is a  
technology development company, whose principal business is
sourcing, funding and managing emerging pre-public, clean-tech
companies with significant market potential.


DANA CORP: Agrees to Pay $125MM to Settle Environ. Liabilities
--------------------------------------------------------------
The United States has settled environmental claims of the
Environmental Protection Agency (EPA), the Department of Commerce,
and the Department of the Interior, brought against chapter 11
debtors Dana Corporation and 40 affiliated companies, under the
Comprehensive Environmental Response, Compensation and Liability
Act (CERCLA).

The news was disclosed on June 17, 2008, by Michael J. Garcia, the
U.S. Attorney for the Southern District of New York and Ronald J.
Tenpas, the Assistant Attorney General for the Justice
Department's Environment and Natural Resources Division.  Joining
them in the announcement are Alan J. Steinberg, the Regional
Administrator of Region 2 of EPA, John H. Dunnigan, the Assistant
Administrator of the National Ocean Service of the National
Oceanic and Atmospheric Administration (NOAA) of the Department of
Commerce, and Marvin Moriarty, the Northeast Regional Director of
the Fish and Wildlife Service of the Department of the Interior.

Pursuant to a Stipulation and Order, filed in Manhattan federal
court, the United States' environmental claims will be allowed in
the bankruptcy proceeding in the amount of $125,670,252. An
allowed claim is an uncontested claim that Dana is required to pay
under its court-approved plan of reorganization, the terms of
which govern creditor recoveries. Dana had filed an objection to
the United States' environmental claims, which Dana will withdraw
in connection with the settlement. The settlement resolves the
government's environmental cleanup claims with respect to six
toxic waste sites, also known as Superfund sites, in five states.
The settlement also resolves claims against Dana for related civil
monetary penalties.

In May 2006, Dana, an auto parts manufacturer based in Toledo,
Ohio, filed petitions under chapter 11 of the Bankruptcy Code in
the U.S. Bankruptcy Court for the Southern District of New York.
The government then filed claims against Dana in the Bankruptcy
Court seeking to recover past and future environmental cleanup
costs with respect to six Superfund sites formerly owned or
operated by Dana, and/or where Dana had disposed of hazardous
waste. The government also filed a claim against Dana for natural
resource damages at one of these sites.  The government's claims
also sought civil monetary penalties under CERCLA and the Clean
Water Act for violations at two manufacturing facilities formerly
owned by Dana.  Because the case presented significant issues of
federal environmental law, on Nov. 20, 2007, U.S. District Judge
Shira A. Scheindlin granted the government's motion to withdraw
the government's claims from the Bankruptcy Court, and assumed
jurisdiction over all proceedings relating to the government's
claims.

The largest of the government's environmental claims relates to
the Cornell Dubilier Electronics, Inc. (CDE) Superfund Site,
located in South Plainfield, N.J. (the CDE Site). The CDE Site
consists of a 26-acre industrial facility and the surrounding area
that has been contaminated as a result of releases of hazardous
substances from the facility. The government charged that Dana was
liable at the CDE Site based on its prior ownership of the real
property and buildings at the CDE Site from 1936 to 1956.

According to the government's Proof of Claim, during that time,
Dana leased the property and buildings to CDE, an electronics
manufacturer whose operations polluted the property. Specifically,
the government charged that, as a result of CDE's burying of
hazardous waste in large pits on the property, and pollution
released from CDE's manufacturing operations, the property and
surrounding environment has been pervasively contaminated with
polychlorinated biphenyls (PCBs) and other toxic substances. In
addition, the government alleged that PCB contamination from CDE's
operations during Dana's ownership caused injury to natural
resources at the CDE Site, such as migratory birds and fish. Dana
has denied these allegations. For a number of years, EPA has been
working to address the contamination at the CDE Site and the risk
posed to the surrounding community.

Under the settlement for the CDE Site, the United States' claim in
the bankruptcy proceeding will be allowed in the amount of
$100,710,000. Of that total, $97,590,000 will be allocated to EPA
to cover past and future cleanup costs at the CDE Site. The
remaining $3,120,000 will be allocated to the Departments of
Commerce and Interior for natural resource restoration and
assessment.

Dana also agreed that the United States would receive an allowed
claim in the bankruptcy totaling $24,290,000 in settlement of
EPA's environmental claims relating to a Superfund site in
Hastings, Neb. (the Hastings Site). Dana owned and operated an
auto parts manufacturing facility at the Hastings Site from
approximately 1978 to 2002. The government alleged that Dana used
hazardous substances, such as tetrachloroethylene, in its
manufacturing processes and that these hazardous substances were
released into the environment during plant operations. Dana also
denies these allegations.

"This settlement will provide vital funds necessary to remediate
pollution at six toxic waste sites in multiple states," said U.S.
Attorney Michael J. Garcia. "This is a constructive solution that
will help clean up contamination and make these communities
safer."

"[The] settlement will provide the government with funds to pay
for past costs, future cleanup, and restoration projects to help
remedy the contamination at Dana Corporation sites around the
country," said Assistant Attorney General Ronald J. Tenpas. "This
settlement is a result of cooperation among several federal
agencies and offices and ultimately will result in a cleaner
environment."

In addition, Dana agreed that the United States would receive an
allowed claim in the bankruptcy totaling approximately $500,000
for response costs relating to four other Superfund sites located
in Southington Conn.; Claypool and Elkhart, Ind.; and Tremont
City, Ohio. Dana further agreed that the United States would
receive an allowed claim in the amount of $169,000 to resolve
violations of CERCLA and the Clean Water Act at two facilities
formerly owned by Dana in Muskegon, Mich., and Bellefontaine,
Ohio.

"EPA's pursuit of its costs, despite Dana's bankruptcy,
demonstrates EPA's commitment to the Superfund principle that the
polluter pays," said EPA Regional Administrator Alan J. Steinberg.
"This settlement is positive for the community of South
Plainfield, New Jersey, and EPA will continue to make strides in
the cleanup of the CDE Site."

"This settlement is consistent with NOAA's core mission to protect
and restore coastal and marine resources threatened or injured by
oil spills, releases of hazardous substances, and vessel
groundings," said NOAA Assistant Administrator John H. Dunnigan.
"Early resolution of natural resource liability with the Dana
Corporation will help restore fish habitat and enhance
recreational fishing opportunities in the Raritan River watershed.
By avoiding costly and time consuming litigation, everyone wins --
industry, the natural resources, and the public."

Pursuant to federal regulations, the Stipulation and Order will be
lodged with the Court for a period of not less than thirty days to
provide public notice and to afford members of the public the
opportunity to comment on the settlement.

Mr. Garcia praised the investigative efforts and assistance
provided in the case by EPA, the Departments of Commerce and
Interior, and the Environment and Natural Resources Division of
the Department of Justice.

Assistant U.S. Attorneys Pierre G. Armand, Matthew L. Schwartz,
Daniel P. Filor and John D. Clopper are in charge of the case.

                           About DANA

Based in Toledo, Ohio, Dana Corporation --
http://www.dana.com/          
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or           
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Dana Holding Corp. following the company's
emergence from Chapter 11 on Feb. 1, 2008.  The outlook is
negative.  At the same time, Standard & Poor's assigned Dana's
$650 million asset-based loan revolving credit facility due 2013 a
'BB+' rating (two notches higher than the corporate credit rating)
with a recovery rating of '1', indicating an expectation of very
high recovery in the event of a payment default.  In addition, S&P
assigned a 'BB' bank loan rating to Dana's $1.43 billion senior
secured term loan with a recovery rating of '2', indicating an
expectation of average recovery.

The TCR reported on Feb. 18, 2008, that Moody's Investors Service
affirmed the ratings of the reorganized Dana Holding Corporation
as: Corporate Family Rating, B1; Probability of Default Rating,
B1.  In a related action, Moody's affirmed the Ba3 rating on the
senior secured term loan and raised the rating on the senior
secured asset based revolving credit facility to Ba2 from Ba3.  
The outlook is stable.  The financing for the company's emergence
from Chapter 11 bankruptcy protection has been funded in line with
the structure originally rated by Moody's in a press release dated
Jan. 7, 2008.


DANKA BUSINESS: Points Out Inaccuracies in DCML's Allegations
-------------------------------------------------------------
A.D. Frazier, chairman and chief executive officer of
Danka Business Systems PLC, filed with the U.S. Securities and
Exchange Commission a response to DCML LLC's letter dated June 9,
2008.  Mr. Frazier said he wants "to correct some inaccuracies" in
DCML's letter.

As reported by the Troubled Company Reporter on June 13, 2008,
DCML, in a letter to the Danka Business Services PLC's board
of directors, stated that it will not support the voluntary
liquidation of Danka, and intended to vote against it.

Robert Andrade has sent the letter on behalf of DCML LLC, and
certain related entities that own, in the aggregate, approximately
6% of the common stock of Danka Business Systems PLC.

Danka's board believes that the MVL will enable the net cash in
the company -- following closing of the sale transaction, the
repayment of the company's outstanding indebtedness, including the
credit facilities provided by General Electric Capital Corporation
-- to be returned to Danka shareholders in the most cost effective
and timely manner.  Danka said that after taking into account all
other known actual and contingent liabilities and the costs and
expenses of the MVL -- the cash will be returned to Danka
shareholders in the most cost effective and timely manner.

Danka said that it appears DCML have become a shareholder of Danka
only after the announcement of the sale of DOIC to Konica Minolta
and proposed MVL.  Danka board said it believes that DCML's stated
reluctance to support the MVL may stem from a misunderstanding of
the options available to the company following the sale.

A. Likely Default

Danka said that if the sale is not completed by June 30, 2008, the
board believes that Danka will have limited financial options.

As of July 1, 2008, Danka explained that its the multiple adjusted
EBITDA, through which the credit limit of the GECC credit
facilities is calculated, is to be reduced.  This reduction will
reduce Danka's borrowing capacity and require the company to repay
any outstanding indebtedness above the new capacity limit of the
GECC credit facilities.  The Board believes a repayment of about
$40 million will therefore be required on July 1, 2008, to cover
the outstanding indebtedness at that date.  Further, the board
also believes that Danka will be in breach of its financial
covenants under the GECC credit facilities as of July 1, 2008.

Danka said that if the proceeds of the sale are not received
before July 1, 2008, the board does not believe the company will
be able to finance the forecast debt repayment obligations.  That
default in repayment or the anticipated breach of the financial
covenants could ultimately lead to the withdrawal of the GECC
credit facilities.

Danka revealed that its current lenders have only been willing to
continue to fund its liquidity requirements in the face of a sale
transaction.  Withdrawal of the GECC credit facilities would force
the board to negotiate new credit facilities, which could not be
done on time to allow the sale to close.

B. Need for Liquidation

Danka asserted that the sale of DOIC to Konica Minolta will result
in the sale of the Danka group's remaining operating businesses.  
As a result, should the sale be completed, the company has no
reason to continue to exist, and the board believes the net cash
remaining in the company should be returned to Danka's
shareholders.

As a UK company, Danka said it believes that the MVL enables the
net cash in the company, following the repayment of the company's
outstanding indebtedness, to be returned to Danka shareholders in
the most cost effective and timely manner.  Danka has concluded
that all other practical alternatives available to distribute the
proceeds from the sale of DOIC would likely result in the
Participating Shareholders receiving all proceeds, and Ordinary
Shareholders and ADS holders receiving nothing.

C. No Right to Force Shareholders

Danka said that DCML's interpretation of the Danka's right to
convert its Participating Shares under its articles of association
is incorrect.  Danka said it does not have the right to force the
holders of the Participating Shares to convert those shares into
Ordinary Shares as DCML suggest.  Danka added that it does not
possess the financial ability to redeem the Participating Shares
at this time, and the board does not believe that it will have
that ability in the foreseeable future.

D. Wrong Amounts and Numbers

Danka said that many of the numbers used in DCML's letter
regarding the current value of Danka and the costs associated with
the sale transaction and the MVL are incorrect.  Rather, as
described in the Definitive Proxy Statement, the board expects
that about $50 million plus the remaining escrow proceeds, will be
available to the holders of Participating Shares.  The Cypress
Group, as the holder through its affiliates of 92% of the
Participating Shares, would expect to receive $46 million in the
MVL, far less than the $105 million to $115 million DCML has
stated, Danka noted.

Danka noted DCML as stating that the amount of the debt repayment
to GECC is $122 million.  Danka said that assuming it completes
the sale of DOIC on or about June 27, 2008, the amount to be paid
to GECC is about $150 million.  Second, Konica Minolta is
purchasing all of the assets and assuming all of the liabilities
of DOIC, so the $25 million of assets and $8 million of
liabilities that DCML noted in its analysis are already built into
the purchase price, Danka stressed.  DCML neglected to deduct the
$25 million of sale proceeds to be placed in an escrow account
established for the benefit of Konica Minolta under the Stock
Purchase Agreement, Danka added.

A copy of Danka's response is available for free at:

                http://ResearchArchives.com/t/s?2de6

                 Voluntary Liquidation After Sale

As reported in the Troubled Company Reporter on May 6, 2008,
Danka Business disclosed in a regulatory filing that the company
will undergo a voluntary liquidation under the laws of the United
Kingdom.

The TCR said on April, 10, 2008, the company signed a definitive
agreement with Konica Minolta Business Solutions U.S.A., Inc.,
enabling Konica Minolta to acquire the company's wholly owned U.S.
subsidiary, Danka Office Imaging Company, at a transaction valued
at $240 million.  Danka Office is the company's remaining
operating business.

                   About Danka Business Systems

Headquartered in the U.S. in St. Petersburg, Danka Business
Systems PLC (LON: DNK) -- http://www.danka.com/--  offers  
document solutions, including office imaging equipment, software,
support, and related services and supplies in the United States.  
It offers office imaging products, services, supplies and
solutions, including digital and color copiers, digital and color
multifunction peripherals printers, facsimile machines and
software.  It also provides a range of contract services,
including professional and consulting services, maintenance,
supplies, leasing arrangements, technical support and training,
collectively referred to as Danka Document Services.  The
company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.  On Aug. 31, 2006, the company sold its
subsidiary, Danka Australasia, PTY Limited, to Onesource Group
Limited.  In January 2007, the company disposed of its European
businesses to Ricoh Europe B.V.

The company's Dec. 31, 2007 balance sheet showed total assets of
$233.5 million, total liabilities of $225.0 million, 6.5%
senior convertible participating shares of $362.6 million, and
total stockholders' deficit of $354.1 million.


DOV PHARMA: Posts $3,566,787 Net Loss in 2008 First Quarter
-----------------------------------------------------------
DOV Pharmaceutical Inc. reported a net loss of $3,566,787 on zero
revenue for the first quarter ended March 31, 2008, compared with
a net loss of $82,376 on revenue of $7,967,714 in the same period
last year.

The company had no revenue for the three months ended March 31,
2008.  

Revenue for the first quarter of 2007 was comprised of the
$7,500,000 received from XTL Biopharmaceuticals Ltd. pursuant to
the licensing of bicifadine on Jan. 15, 2007, and from
reimbursement of certain costs incurred by the company for
services provided during the transition period following the
consummation of the licensing transaction.

                  Gain on Extinguishment of debt

In March 2007, the company consummated an exchange offer, pursuant
to which $67,500,000 in principal amount of DOV's outstanding
convertible subordinated debentures were exchanged for 439,784
shares of series C and 100,000 shares of series D convertible
preferred stock and $14,300,000 in cash, which included $843,000
of accrued interest.  

The difference between the amount of the face value of the
debentures and the fair value of the assets given up in the
exchange of $8,390,182 was recorded as a gain on debt
extinguishment in the first quarter of 2007.  There was no
corresponding gain in 2008.

                          Balance Sheet

At March 31, 2008, the company's balance sheet showed $9,706,990
in total assets, $1,708,025 in total liabilities, $6,326,980 in
Series D convertible preferred stock, and $1,671,985 in total
stockholders' equity.  

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e25

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
PricewaterhouseCoopers LLP, in Florham Park, New Jersey, expressed
substantial doubt about DOV Pharmaceutical Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations.

                    About DOV Pharmaceutical

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


FIDELITY NATIONAL: Fitch to Lift Ratings After Lender Biz Spin Off
------------------------------------------------------------------
Based on Fitch's review of the remaining operations of Fidelity
National Information Systems following the expected spin off the
company's Lender Processing Services business into a separately
traded public entity planned for early July 2008, Fitch now
expects to upgrade these Fidelity ratings:

  -- Issuer Default Rating to 'BB+' from 'BB';
  -- $900 million secured revolving credit facility to 'BBB-' from
     'BB+';

  -- Secured term loan to 'BBB-' from 'BB+';
  -- 4.75% senior notes (equally and ratably secured with the bank
     facility) to 'BBB-' from 'BB+'.

The Rating Outlook is expected to be Stable.

The ratings upgrade is based on the following considerations:

  -- Fitch believes that Fidelity's greater focus on integrating
     acquired assets and executing on cross-selling opportunities
     should enable the company to reduce debt with excess free
     cash flow given Fidelity's reduced focus on an acquisition
     growth strategy.

  -- Fidelity has completed its acquisition and integration of
     EFunds and is on track to achieve $65 million in annual cost
     synergies over the next two years which represents 200 basis
     points in incremental margin.

  -- Fitch believes the expected spin-off of the company's LPS
     business into a separately traded publicly entity is neutral
     to Fidelity's overall risk profile.

The ratings and Stable Outlook are supported by these
considerations:

  -- A significant portion of Fidelity's revenue is recurring in
     nature under multi-year contracts.

  -- Fidelity offers a diversified product portfolio serving
     several market segments, including small regional financial
     institutions, large tier-one financial institutions and
     retailers.

  -- Fidelity serves a diverse customer base of over 13,000
     financial institutions with more than 20% of its revenue from
     outside the U.S.

  -- Fitch estimates pro forma leverage to be 3.1 times and
     expects this figure to decline to below 3.0x in the next year
     through debt reduction and EBITDA growth.  Fitch expects free
     cash flow to range upwards of $300 million in the next year
     with opportunity for growth, particularly as the company's
     capital spending is reduced.

Ratings concerns include:

  -- Achieving revenue growth targets through cross-selling
     incremental products and services across the company's
     customer base could be challenging given the presence of
     well-capitalized and well-established competitors in a market
     with historically low customer churn rates.

  -- Fidelity's primary competitors in both the card and core
     processing markets are both larger and well entrenched.

  -- Potential use of free cash flow to fund share buybacks or
     acquisitions in lieu of debt reductions, although the
     company's Term A Loan does have a mandatory yearly
     amortization schedule.

  -- Fidelity's free cash flow conversion rate, as a percentage of
     EBITDA, is below the average peer ratio.

Liquidity as of March 31, 2008 was solid with $328 million in cash
and approximately $570 million available on a $900 million secured
revolving credit facility maturing January 2012.  Fitch expects
pro forma 2008 free cash flow to approach $300 million and further
support liquidity.  Total debt as of March 31, 2008 was
$4.3 billion and consisted of $330 million drawn on the secured
revolving credit facility, $2 billion in a secured term loan A
maturing January 2012, $1.6 billion in a secured term loan B
maturing in January 2014, and $200 million in unsecured notes
maturing September 2008.  

Fitch expects the company to repay the $1.6 billion term loan B in
conjunction with its spin-off of LPS, which has separately
refinanced the full amount of the term loan, resulting in pro
forma debt of $2.7 billion.


FIRST MAGNUS CAPITAL: Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, informed the
U.S. Bankruptcy Court for the District of Arizona that the
Trustee's office was unable to appoint an Official Committee of
Unsecured Creditors in First Magnus Capital Inc.'s Chapter 11
case.

The Trustee said despite efforts to contact the Debtor's unsecured
creditors, there apparently was no sufficient showing of creditor
interest, pursuant to Section 1102(b)(1) of the U.S. Bankruptcy
Code.

First Magnus Capital Inc. is a holding company that fully owns
mortgage banker First Magnus Capital Corp.  First Magnus Capital
Inc. is the former parent company of First Magnus Financial Corp.,
which filed for chapter 11 bankruptcy protection on Aug. 21, 2007.

The company filed for Chapter 11 protection on Feb. 19, 2008  
(Bankr. D. Ariz. Case No. 08-01494).  No trustee, examiner, or
creditors' committee has been appointed in this Chapter 11 case.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of between $10 million to $50 million.


FIRST MAGNUS CAPITAL: Can Sell 261,954 Shares of WNS Stock
----------------------------------------------------------
First Magnus Capital Inc. obtained authority from the U.S.
Bankruptcy Court for the District of Arizona to sell 261,954
shares of WNS (Holdings) Ltd.'s common stock that they hold on the
New York Stock Exchange.

Prior to the bankruptcy filing, the Debtor was prohibited from
selling a certain number of the WNS shares due to restrictions
placed on the shares by WNS.  Such restrictions have since
expired, the Debtor told the Court.

WNS provides offshore business process outsourcing services for
the mortgage industry.  Given the turmoil in the mortgage
industry, WNS common stock has been subject to rapid fluctuations
in price and volume over the last six months.  Given this market
risk, the Debtor, in its business judgment, believes that
liquidating the remaining WNS Shares on the open market is in the
best interest of the estate.

The WNS Shares are currently being housed by J.P. Morgan.  The
Debtor also obtained permission from the Court to sell the WNS
Shares through J.P. Morgan on the NYSE through one or more stock
sale transactions, and pay J.P. Morgan a standard brokerage
commission for each such transaction.

The WNS Shares are not subject to a security interest or lien in
favor of any creditors, and the Debtor expects that the proceeds
of liquidation will, after payment of administrative expense,
ultimately be distributed to creditors of the estate.

First Magnus Capital Inc. is a holding company that fully owns
mortgage banker First Magnus Capital Corp.  First Magnus Capital
Inc. is the former parent company of First Magnus Financial Corp.,
which filed for chapter 11 bankruptcy protection on Aug. 21, 2007.

The company filed for Chapter 11 protection on Feb. 19, 2008  
(Bankr. D. Ariz. Case No. 08-01494).  No trustee, examiner, or
creditors' committee has been appointed in this Chapter 11 case.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of between $10 million to $50 million.


GMAC LLC: Moody's Cuts Rating to B3 on Increased ResCap Exposure
----------------------------------------------------------------
Moody's Investors Service downgraded the senior long-term rating
of GMAC LLC to B3 from B2.  The outlook is negative.  The
downgrade is based on GMAC's increased exposure to Residential
Capital LLC, GMAC's residential mortgage finance subsidiary
(senior unsecured affirmed at Ca), and also reflects growing
pressure on GMAC's auto finance asset quality and profitability.

GMAC and ResCap have recently concluded a restructuring of debt
and bank facilities that, while beneficial to ResCap's liquidity,
results in GMAC's committed credit extensions to ResCap increasing
to a total of $4.6 billion from $750 million at the end of the
first quarter of 2008.  This includes a new $3.5 billion secured
line, of which $750 million is a first loss participation that is
expected to be funded by GM and Cerberus (through one of its
managed funds).  Extensions also include $1 billion of incremental
credit made necessary by a larger than previously anticipated
shortfall in ResCap's cash funding requirements.

GMAC has also contributed to ResCap certain ResCap debt that GMAC
acquired through open-market purchases, in exchange for ResCap
preferred interests.  Moody's estimates that on a March 31, 2008
pro-forma basis, common and preferred interests in ResCap and
total credit extensions represent 84% of GMAC's net worth,
compared with 46% at the end of 2007.  Given the continuing
operating uncertainties at ResCap, the increase in exposure
weakens GMAC's stand-alone credit profile, in Moody's view.

GMAC's credit extensions are supported by a ResCap pledge of
assets, giving it a priority position in a ResCap bankruptcy;
however, Moody's believes there is some uncertainty regarding the
extent of asset recovery.  GMAC's preferred interests in ResCap
are exchangeable after January 2009 for equivalent interests in
IB Finance Holding LLC, the parent of GMAC Bank, which provides
financing for both residential mortgages and auto loans.

However, GMAC's control of the bank past Nov. 2008 is also subject
to uncertainty, as FIM Holdings (the investor consortium led by
Cerberus) is party to a disposition agreement with the FDIC that
could result in Cerberus disposing of its ownership interest in
the bank by that date.

The downgrade also reflects growing pressure on the profitability
of GMAC's auto finance operations, arising from higher average
borrowing costs and weakening asset quality.  Asset quality is
being affected by a marked decline in used vehicle values in
recent quarters, which decreases expected recoveries from loan
defaults and reduces residual realization on retail leases.

In the last half of 2007, GMAC tightened its loan underwriting,
which resulted in improved delinquency in the first quarter of
2008.  Nevertheless, higher unemployment and declining consumer
credit alternatives are likely to result in higher loan defaults
in Moody's view.

The credit extensions and capital injections from GMAC to ResCap
have also increased the demands on GMAC's liquidity and capital
ratios.  GMAC has obtained a new $11.4 billion three-year senior
secured bank facility that replaces its $6 billion unsecured
credit facilities.  The facility steps down to $7.9 billion after
two years.

The new facility provides added funding capacity to GMAC, but
usage encumbers GMAC's assets, resulting in structural
subordination of senior unsecured creditors.  Moody's believes
that asset coverage of unsecured creditors has weakened in recent
quarters.  Moody's also said that GMAC's leverage continues to be
higher than auto captive peers.

The negative outlook on the GMAC rating reflects the continued
operating uncertainty at ResCap, as well as the challenging
operating environment for the core consumer auto finance
operations.

GMAC LLC is a Detroit-based provider of retail and wholesale auto
financing, auto insurance, and warranty products.  GMAC owns
Residential Capital LLC, which is engaged in residential mortgage
finance.  GMAC reported a first quarter 2008 consolidated net loss
of $589 million.


GOODY'S FAMILY: U.S. Trustee Forms Seven-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors for the Chapter 11 cases of Goody's Family Clothing Inc.
and its debtor-affiliates.

The creditors committee members are:

   1) Levi Strauss & Co.
      Attn: Michael Stapleton
      3125 Chad Drive
      Eugene, Oregon 97408
      Tel: (541) 242-7825
      Fax: (541) 242-7577

   2) VF Corporation dba Lee Company
      Attn: Michael Wade Durant, CPA
      335 Church Court
      Greensboro, North Carolina 27401
      Tel: (336) 332-3400
      Fax: (336) 332-5408

   3) Shinsung Tongsang Co., Ltd.
      Attn: Huh Moo Young
      444 Dunchon 2-dong Gangdong-gu
      Seoul, Korea 134-822
      Tel: (82) 2-3709-9316
      Fax: (82) 2-6488-0153

   4) Jeri-Jo Knitting
      Attn: Sharyn Wismann
      180 Rittenhouse Circle
      Bristol, Pennsylvania 19007
      Tel: (215) 781-5520
      Fax: (215) 781-5520

   5) New Balance Athletic Shoe, Inc.
      Attn: Michael Levesque
      20 Guest Street
      Boston, Massachusetts 02135
      Tel: (617) 746-2287
      Fax: (617) 746-6287

   6) Developers Diversified Realty Corporation
      Attn: Eric C. Cotton, Esq
      3300 Enterprise Parkway
      Beachwood, Ohio 44122
      Tel: (216) 755-5660
      Fax: (216) 755-1600

   7) Wells Fargo Century
      Attn: Ken Newberger
      119 West 40th Street
      New York, New York 10018
      Tel: (212) 703-3587
      Fax: (212) 703-3922

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

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing   
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.

The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).  
Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.  When the
Debtors filed for protection against their creditors, they listed
assets and debts between $100 million and $500 million.

As of May 3, 2008, the Debtors' records reflected total assets of
$313,000,000 -- book value -- and total debts of $443,000,000.


GREY WOLF: Rejects Precision Drilling's Second Takeover Proposal
----------------------------------------------------------------
Grey Wolf Inc.'s board of directors, with the aid of financial and
legal advisors, has analyzed and considered the second proposal
from the board of trustees of Precision Drilling Trust and
determined that it is not likely to result in a superior proposal
to its pending strategic merger with Basic Energy Services Inc.

On June 14, 2008, it received a letter from the trustees of
Precision Drilling, making a second unsolicited proposal to
acquire Grey Wolf.  

Precision Drilling Trust increased its bid for Grey Wolf by 3.3%
to $2 billion from $1.97 billion, and increased the offer's cash
component, days after the land-drilling services company said
Precision's earlier bid was inferior to Basic Energy's proposal,
The Wall Street Journal related.

According to WSJ, the $9.30 a share offer represents a 12% premium
to Grey Wolf's closing price June 9, the day before Precision's
interest in the company went public.

In a press statement, the company stated that the Trust proposed
to acquire all of the common stock of Grey Wolf through cash and
Trust units at the election of Grey Wolf's shareholders, subject
to proration so that the cash portion does not exceed 40% of the
equity purchase price.

Other terms and conditions of the Trust's proposal letter include:

   -- final agreement on a transaction would be conditioned on:
      -- negotiation of acceptable legal documentation;
      -- completion of customary due diligence;
      -- Grey Wolf shareholder approval, but would not be
         conditioned on Trust unitholder approval; and
      -- regulatory approval under the Hart-Scott-Rodino Act.

   -- possible completion of evaluation, due diligence,
      negotiation and signing of definitive documents within two
      weeks;

   -- the Trust's statement that it has C$600 million of committed
      borrowing capacity to assist it in funding the proposed
      business combination; and

   -- attached letters from two financial institutions indicating
      that they were highly confident that they could arrange for
      or provide to the Trust financing required to complete the
      proposed business combination, subject in each case to
      numerous conditions, some of which were unspecified or were
      to be met to the satisfaction of the lender; however, each
      institution indicated that their letter would not be
      considered a binding commitment to provide financing.

The merger agreement with Basic and Horsepower Holdings Inc. has
not been amended and remains in effect.  Grey Wolf's board of
directors believe that Grey Wolf's pending strategic merger with
Basic continues to offer the best long-term value for Grey Wolf's
shareholders for the many reasons described in its joint proxy
statement and prospectus for its special meeting of shareholders
to approve the Basic transaction.

                  About Precision Drilling Trust

Precision Drilling Trust (NYSE:PDS and TSX:PD.UN) is an
unincorporated open-ended investment trust established under the
laws of the Province of Alberta, Canada.

                         About Grey Wolf

Headquartered in Houston, Texas, Grey Wolf Inc. (AMEX: GW) --
http://www.gwdrilling.com/-- provides turnkey and contract oil
and gas land drilling services in the best natural gas producing
regions in the United States with a current drilling rig fleet of
121, which will increase to 123 with the expected addition of two
new rigs in 2008.

                          *     *     *

Grey Wolf continues to carry Moody's Investors Service Ba3
corporate family rating which was placed on July 31, 2006.  The
outlook is stable.


GT ARCHITECTURE: Wants to Hire David Bisbee as Bankruptcy Counsel
-----------------------------------------------------------------
GT Architecture Contractors Corp. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the Northern
District of Georgia to employ David G. Bisbee, Esq., as their
general bankruptcy counsel.

Court documents did not reveal specific services to be rendered by
Mr. Bisbee.

The Debtors disclosed that they have paid $11,200 to Mr. Bisbee
for prepetition services, and $50,000 as a retainer for these
Chapter 11 cases.

Mr. Bisbee assures the Court that he is disinterested as that term
is defined in Section 101(14) of the U.S. Bankruptcy Code.

Jonesboro, Georgia, GT Architecture Contractors Corp. and its
affiliates -- http://www.gtnewhomes.com/-- construct single-
family houses.  The housing development group filed for Chapter 11
protection on May 20, 2008 (Bankr. N.D. Ga. Lead Case No. 08-
69440).  Michael D. Robl, Esq., at Thomerson Spears & Robl LLC,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of $10 million to $50 million.


GT ARCHITECTURE: Section 341(a) Meeting Scheduled for June 26
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of GT
Architecture Contractors Corp. and its debtor-affiliates'
creditors on June 26, 2008, at 9:00 a.m., at Room 365, Russell
Federal Building, 75 Spring Street SW, in Atlanta, Georgia.

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

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

Jonesboro, Georgia, GT Architecture Contractors Corp. and its
affiliates -- http://www.gtnewhomes.com/-- construct single-
family houses.  The housing development group filed for Chapter 11
protection on May 20, 2008 (Bankr. N.D. Ga. Lead Case No. 08-
69440).  Michael D. Robl, Esq., at Thomerson Spears & Robl LLC,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of $10 million to $50 million.


HAMILTON HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hamilton Holdings, L.P.
        520 W. Hamilton Street
        Allentown, PA 18101

Bankruptcy Case No.: 08-21282

Chapter 11 Petition Date: June 16, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Demetrios Tsarouhis, Esq.
                  Law Office of Demerios Tsarouhis
                  21 S. 9th Street
                  Suite 200
                  Allentown, PA 18102
                  Tel: (610) 439-1500
                  Fax: (610) 439-8760
                  E-mail: tsarouhis@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HERMITAGE DEVELOPERS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hermitage Developers, Inc.
        4307 Central Pike
        Hermitage, Tennessee 37076

Bankruptcy Case No.: 08-05050

Type of Business: The Debtor builds houses.
                  See: http://hermitageliving.com/

Chapter 11 Petition Date: June 16, 2008

Court: Middle District of Tennessee (Nashville)

Debtors' Counsel: Joseph P. Rusnak, Esq.
                   (jrusnak@tewlawfirm.com)
                  Tune Entrekin & White P.C.
                  Amsouth Center, Suite 1700
                  315 Deaderick Street
                  Nashville, TN 37238-1700
                  Tel: (615) 244-2770
                  Fax: (615) 244-2778

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

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

         http://bankrupt.com/misc/tenmb08-05050.pdf


HOLLINGER INC: To Suspend Regulators Reporting to Save on Costs
---------------------------------------------------------------
Hollinger Inc. disclosed that, in the interests of reducing its
costs for the benefit of its stakeholders, the company will not be
preparing and filing annual audited financial statements and other
annual disclosure documents required by Canadian securities laws
in respect of the company's financial year ended March 31, 2008.
Consequently, after June 30, 2008, the company will be in default
of its continuous disclosure filing requirements under Canadian
securities laws.

Ernst & Young Inc., the court-appointed Monitor of the company,
has advised the company that on a pure financial analysis, the
company must take whatever steps are available to minimize or
eliminate these costs while being responsive to the Ontario
Securities Commission.

The company is in discussions with the Ontario Securities
Commission, its principal Canadian securities regulatory
authority, concerning:

   (i) the nature of ongoing disclosure that will be provided by
       the company, which disclosure will be focused on the
       company's cash situation; and

  (ii) the terms of any cease trading order which may be made by
       Canadian securities regulators as a result of the company's
       imminent continuous disclosure filing default.  The company
       has also notified the Toronto Stock Exchange, the exchange
       on which its common and Series II preference shares are
       listed, of its decision not to incur the expense of
       preparing and making continuous disclosure filings in
       respect of its March 31, 2008, year end.

Under the terms of the May 21, 2008, order issued pursuant to
proceedings under the Companies' Creditors Arrangement Act, the
company is in the process of conducting a claims process for the
company and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc.,
and will also do so for its non-Applicant subsidiaries.

Also, under the May 21, 2008, CCAA order, retired justice John D.
Ground has been appointed as Litigation Trustee to administer the
company's litigation assets, assisted by an Advisory Committee,
and under the supervision of the Monitor and the CCAA court.

Preliminary estimates prepared by the company, in conjunction with
the Monitor, indicate that there is a significant risk that there
will not be adequate recoveries from the company's litigation
assets for there to be any residual value for the Series II
preference or common shareholders of the company.

                    About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately   
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., formerly Hollinger International Inc., a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HOME INTERIORS: Taps PricewaterhouseCooper as Tax Advisor
---------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates ask
permission from the United States Bankruptcy Court for the
Northern District of Texas to employ PricewaterhouseCoopers LLC as
accountant and tax advisors.

The firm will audit the consolidated financial statements of the
Debtors at Dec. 31, 2007, and for the year then ended.  
Specifically, the firm will:

   a) provide advice, answers to questions and opinions on tax
      planning or reporting matters, including research,
      discussions, preparation of memoranda and attendance at
      meetings relating to such matters;

   b) review the Companyÿs federal consolidated income tax return
      to such extent that the firm may sign the return as paid;
  
   c) review state income tax returns as necessary;

   d) provide advice and assistance with respect to matters
      involving the Internal Revenue Service or other tax
      authorities on an as-needed or as-requested basis; and

   e) assist the Debtors with transfer pricing documentation and
      compliance issues for the year ending Dec. 31, 2007.

The firm estimates its fees for Home Interiors de Mexico at
$56,000, and for Mexico Manufacturing, $5,016.  The firm's
professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Partner                       $580-$638
      Managers                      $308-$506
      Directors                     $308-$506
      Associates                    $160-$237
      Senior Associates             $160-$237
      Administration                  $116
      Paraprofessionals               $116

Thomas W. Codd, Jr., a partner of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

                     About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and       
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors.  Raymon
J. Urbanik, Esq., Joseph J. Wielebinski, Esq., and Davor
Rukavania, Esq., at Munsch Hardt Kopf & Harr P.C., represent the
Committee in these cases.  When the Debtors filed for protection
against their creditors, they listed assets and debts between
$100 million and $500 million.


HOME INTERIORS: Disclosure Statement Hearing to Continue Aug. 21
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas will continue on Aug. 21, 2008, at 9:00 a.m., the hearing on
the disclosure statement filed by Home Interiors & Gifts Inc. and
its debtor-affiliates.

As reported by the Troubled Company Reporter on May 5, 2008, the
Debtors delivered to the Court their disclosure statement dated
April 29, 2008, explaining their chapter 11 plan of
reorganization.

The plan will eliminate the Debtors' non-operational and other
under performing business units.  The Debtors will enter into a
revolving credit facility to provide necessary liquidity for their
operations.

                      About Home Interiors

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

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

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


HOME INTERIORS: Wants to Continue Engagement of PwC as Auditor
--------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ PricewaterhouseCoopers LLP as their
accountant and tax advisor effective as of the bankruptcy filing.

The Debtors related that they need the services of the auditing
firm in carrying out their duties as debtors-in-possession
pursuant to a Nov. 9, 2007 engagement letter and a May 15, 2008
engagement letter between the Debtors and PwC.  They said that PwC
has advised them on various issues including audits, tax
preparation, and doing business in foreign countries.

PwC, the Debtors said, consented to the engagement.

The Debtors submitted to the Court an affidavit of Tom Codd, PwC
partner, sworn to June 6, 2008.

PwC will be compensated as:

   Audit Services -- Fixed Fee Estimate

     a. compensation: PwC estimates its U.S. fees for this audit
        engagement will be $388,250.  PwC estimates its Mexican
        fees for Home Interiors de Mexico and Mexico
        Manufacturing will be $56,800 and $5,016.  Invoices will
        be generated and billed as:

               Date             Fee Amount
               -------------    ----------
               November 2007       $60,000
               December 2007        55,000
               January 2008         80,000
               February 2008       135,000
               March 2008           58,250
               -------------    ----------
               Total              $388,250

        This Fee Estimate comprises a flat fee for the work
        identified as of November 2007 to be performed by PwC.  To
        date, $407,465 ($336,377 for the US Audit -- $330,000 in
        fees and $6,377 in expenses) and $71,088 for the Mexican
        services ($61,816 in fees and $9,272 in expenses) has been
        paid related to these services.

        Accordingly, $58,250 is owed and will be paid
postpetition,
        along with related out-of-pocket expenses, for
postpetition
        audit services and expenses.

   Tax Services -- Hourly Rate Billings

     a. compensation: The Debtors will compensate PwC for its
        professional services based upon agreed hourly rates.  
        The customary hourly rates of the auditing firm are:

        Partner                           $580-$638
        Manager/Director                  $308-$506
        Associate/Senior Associates       $160-$237
        Administration/Paraprofessional        $116

The Debtors will also reimburse PWC for its reasonable out-of-
pocket expenses.

                      About Home Interiors

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

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

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


HOME INTERIORS: Taps Judd Thomas as Tax Preparation Consultants
---------------------------------------------------------------
Home Interiors & Gifts Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Judd, Thomas, Smith & Company PC as their tax
preparation consultants.

The Debtors related that the retention of JTS is necessary to the
timely preparation and confirmation of a plan of reorganization.  
JTS will assist the Debtors by providing staff to assist with the
preparation of these income tax returns:

   a. stand-alone federal forms 1065 and 1120 for the subsidiaries
      of Home Interiors and Gifts Inc.;

   b. stand-alone Federal form 1120 for HIG;

   c. consolidated federal form 1120 for HIG and its subsidiaries;
      
   d. state income tax returns for HIG and its subsidiaries; and

   e. other state filings and tax analyses.

The standard rates of JTS with tax accountant are:

   Administrative staff                 $58 per hour
   Paraprofessional staff               $80 per hour
   Professional staff (non-managerial)  $800 to $115 per hour
   Professional staff (managerial)      $120 to $175 per hour
   Shareholders                         $225 per hour

The current Standard Rates will increase effective July 1, 2008,
consequent to the scheduled annual salary increases paid to JTS
staff.  The increases awarded to individual JTS staff members are
not expected to exceed 15%.  JTS provides discounted rates at 20%
for all time rendered services performed for the Debtors during
the months of May through August, and November through December.

The firm can be reached at:

   Judd, Thomas, Smith & Company, P.C.
   12222 Merit Drive, Suite 1900
   Dallas, TX 75251-3210
   Tel: (972) 661-5872
   Fax: (800) 304-4887
   http://www.jtsco.com/

                      About Home Interiors

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

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

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


HOME INTERIORS: Gets OK to Employ Equity Partners as Sales Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Home Interiors & Gifts Inc. and its debtor-affiliates authority to
engage Kenneth Mann at Equity Partners Inc. as their asset sales
broker, nunc pro tunc, to the Debtors' bankruptcy filing.

The Debtors have determined that their successful reorganization
requires, among other things, the going concern sale, or at least
the sale of significant assets and potential lease assumptions of
their operations, including Laredo Candle Company LLC and Dallas
Woodcraft Company LLC.  Hence, the Debtors require the assistance
of capable professional brokers to provide marketing and related
brokerage services as the Debtors continue to explore various
options with respect to its assets and operations.

Equity Partners will receive reimbursement for out-of-pocket
expenses not to exceed $20,000.  The firm will receive a
transaction fee calculated upon the gross sales proceeds in cash
at the settlement of any sale of assets:

   -- 6% of the first $5,000,000 of cumulative gross sales
      proceeds;

   -- 4% of cumulative gross sales proceeds between $5,000,001
      and $$10,000,000; and

   -- 2% of cumulative gross sales proceeds in excess of
      $10,000,000.

The firm can be reached at:

   Kenneth Mann
   (kmann@equitypartnersinc.com)
   Equity Partners Inc.
   28637 Old Pasture Drive
   Easton, MD 21601
   Tel: (410) 822-0216
   Fax: (410) 822-0217
   Mobile: (410) 533-5209
   http://www.equitypartnersinc.com/

                      About Home Interiors

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

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

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


HORIZON TRAVEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Horizon Travel Plazas LLC
        Riverside Drive, Suite 130
        Franklin, TN 37064

Bankruptcy Case No.: 08-04867

Chapter 11 Petition Date: June 10, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Elliott Warner Jones
                  Drescher & Sharp PC
                  Suite 300, 1720 West End Avenue
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111
                  E-mail: ejones@dsattorneys.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/tnmb-08-04867.pdf


IDEAEDGE INC: Posts $2,351,292 Net Loss in 2nd Qtr. Ended March 31
------------------------------------------------------------------
IdeaEdge Inc. reported a net loss of $2,351,292 on sales of $1,741    
for the second quarter ended March 31, 2008.

The operations of the company's California subsidiary, IdeaEdge
Inc. (IdeaEdge-CA), commenced upon its corporate inception on
April 3, 2007, and therefore no prior year operations exist for
the three or six months ended March 31, 2007.  

Sales through March 31, 2008, were significantly below  
management's expectations.  

At March 31, 2008, the company's consolidated balance sheet showed
$1,258,023 in total assets, $1,096,775 in total liabilities, and  
$161,248 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $238,453 in total current assets
available to pay $260,919 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e21

                       Going Concern Doubt

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about IdeaEdge Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
reported that the company has incurred net losses since inception
and has a net capital deficit at Sept. 30, 2007.

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.


IDLEAIRE TECH: Court Denies U.S. Trustee's Request for an Examiner
------------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware denied a request filed by Roberta A.
DeAngelis, the U.S. Trustee for Region 3 on May 23, 2008, to
appoint a Chapter 11 examiner for the bankruptcy case of IdleAire
Technologies Corporation.

The appointment of a Chapter 11 examiner would not be appropriate
or in the best interests of the Debtor's estate and, in fact,
would be detrimental, according to Judge Gross.

Several parties filed objections to the motion of the U.S. Trustee
including Wells Fargo Bank, National Association, as agent and
lender; and the holders of 13% senior secured discount notes due
2012 issued by the Debtor.

Wells Fargo and noteholders pointed out that the U.S. Trustee's
motion would duplicate the efforts of the Official Committee of
Unsecured Creditors, which is currently evaluating the facts
surrounding the Debtor's preptition liquidity crisis.  The
appointment of any examiner is an appropriate use of the Debtor's
limited estate resources, they argued.

As reported in the Troubled Company Reporter on May 28, 2008, the
U.S. Trustee wanted the Chapter 11 examiner to evaluate the
validity of:

   a) the court-approved $25 million debtor-in-possession loan
      under a senior revolving credit facility from a consortium
      of banks led by Wells Fargo and

   b) the proposed purchase price of $10 million for the sale of
      substantially all the Debtor's assets, which comprised of:

       i) a credit bid of all or portion of either the investors'
          DIP financing claims or 13% senior notes due 2012, or

      ii) cash or a combination of any of the foregoing, plus
          assumed liabilities.

On June 2, 2008, the Court approved bidding procedures for the
sale of substantially all of the Debtor's assets.  The Debtor
agreed to sell all its assets to IdleAire Acquisition Company LLC
including the assumption of certain liabilities.  The proceeds of
the sale will be used by the Debtor to pay postpetiton financing
and other secured debt.

An auction will take place on July 3, 2008, followed by a sale
hearing on July 8, 2008.  The Debtor expects the sale to close by
July 18, 2008.

The U.S. Trustee related that the Debtor's chief restructuring
officer, Stephen Gray, estimated the liquidation value of the
Debtors at $8,098,385 during the first day hearing on May 14,
2008.  Mr. Gray's estimation of the Debtors' value at liquidation
was less than the DIP loan and the proposed purchase price,
leaving the bondholder debt entirely unsecured, the U.S. Trustee
pointed out.

                         About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation     
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.

As of Dec. 31, 2007, the Debtor had total assets of $210,879,000
and total debts of $303,616,000.


INT'L FUEL: Posts $584,962 Net Loss in 2008 First Quarter
---------------------------------------------------------
International Fuel Technology Inc. reported a net loss of $584,962  
on revenues of $30,597 for the first quarter ended March 31, 2008,
compared with a net loss of $1,176,273 on revenues of $11,872 in
the same period last year.

The decrease in net loss was primarily due to a decrease in stock-
based compensation expense, salary expense, legal expense and
depreciation and amortization expense, partially offset by an
increase in other non-operating income.  

At March 31, 2008, the company's balance sheet showed $2,658,771
in total assets, $715,191 in total liabilities, and $1,943,580 in
total stockholders' equity.

The company's balance sheet at March 31, 2008, also showed
strained liquidity with $430,212 in total current assets available
to pay $715,191 in total current liabilities.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2e27

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 22, 2008,
BDO Seidman, LLP, in Chicago, expressed substantial doubt about
International Fuel Technology Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the years ended Dec. 31, 2007, and 2006.  

BDO Seidman stated that International Fuel has suffered recurring
losses from operations and has cash outflows from operating
activities.

                     About International Fuel

Based in St. Louis, Missouri, International Fuel Technology Inc.
(OTC BB: IFUE) -- http://www.peerfuel.com/-- develops fuel  
additive products that improve the combustion characteristics of
petroleum-based fuels and renewable liquid fuels.  The company's
products include DiesoLIFT range of products for diesel fuel and
engines; GasoLIFT range of products designed for gasoline motor
fuel and engines; and KeroLIFT that is formulated to bring added
benefits to heating oils, kerosene fuel systems, and oil burners
for oil-fired equipment applications.  


J&B COMPANY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: J & B Company
        1735 Thomas Road
        Memphis, TN 38134

Bankruptcy Case No.: 08-25806

Chapter 11 Petition Date: June 16, 2008

Court: Western District of Tennessee (Memphis)

Debtor's Counsel: Ted I. Jones, Esq.
                  (dtedijones@aol.com)
                  Suite 1928, 100 North Main Building
                  Memphis, TN 38103
                  Tel: (901) 526-4249
                  Fax: (901) 525-4312

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's list of its largest unsecured creditor:

   Entity                               Claim Amount
   ------                               ------------
First Tennessee Bank                      $1,400,000
165 Madison Avenue
Memphis, TN 38103


JFK MEDICAL: Moody's Cuts Rating on Parent's Performance Decline
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
underlying rating assigned to JFK Medical Center/Hartwyck at Oak
Tree's outstanding debt listed at the conclusion of this report.  
Moody's analysis is based on the consolidated Solaris Health
System, parent organization of JFK and Muhlenberg Regional Medical
Center, in determining the rating for JFK.  The rating downgrade
follows receipt of audited fiscal year 2007 results which detail
the material decline in operating performance and balance sheet
indicators at Solaris Health System.

An application for a Certificate of Need for the closure of MRMC
was filed on March 1, 2008 and a hearing of the State Health
Planning Board of the application has been scheduled for June 26,
2008.  JFK has submitted an application for debt to be issued
through the New Jersey Hospital Asset Transformation Program  
which could be available if the CN is granted.  At this time, the
rating for JFK is also being placed on Watchlist with an
uncertain/developing rating direction which speaks to the
possibility that some or all of JFK's debt may be refunded, and
that additional debt for capital improvements at JFK to
accommodate additional capacity may be issued through the HATP
sometime this summer.

There is no assurance that any such financing will be available.
If the HATP transaction does not take place by the fall, the
financial position of JFK would continue to be negatively impacted
and bondholder security would weaken further unless other steps
are taken to provide liquidity.

Simultaneously with these rating actions, we are also downgrading
MRMC's underlying rating to Ba3 from Ba1 and placing this rating
on Watchlist with uncertain/developing rating direction as MRMC's
rating is based on a guarantee of debt service to the bond insurer
by the JFK Obligated Group.

LEGAL SECURITY: The JFK bonds are secured by a gross revenue
pledge of JFK.  The MRMC bonds are secured by a gross revenue
pledge of MRMC.  A mortgage of the MRMC property has been granted
to the bond insurer.  MRMC's bonds are insured by AMBAC Assurance
Corporation and JFK provides a guarantee to the insurer that is
limited to MRMC's annual debt service payments of approximately
$2.3 million.

INTEREST RATE DERIVATIVES: JFK is a party to a number of swap
transactions with Morgan Stanley (Aa3), with a total notional
amount of $66.13 million. JFK entered into these transactions to
lower the effective interest cost on its Series 1993 and 1995
bonds and reduce its exposure to variable interest rates.  The
aggregate market value change of the swap transactions, from year
end 2007 to as of March 31, 2008, was approximately negative $2.1
million.

Morgan Stanley has the right to terminate the swaps if JFK is
rated below Baa3 but has not yet issued a 45-day written
termination notice to the Obligated Group.

STRENGTHS

  -- Sizable system, with 754 acute care licensed beds (2 sites),
     94 rehabilitation beds, 644 long-term care beds (3 sites),
     and one assisted living facility.

  -- Expanding operating room capacity at JFK and reduced length
     of stay will be able to accommodate increased volume expected
     to be transitioned from MRMC for inpatient and outpatient     
     surgical services.

  -- Initiatives to improve revenue cycle, patient flow and
     outpatient imaging growth beginning to demonstrate results.

  -- Potential of Hospital Asset Transformation Program to
     refinance MRMC debt and outstanding debt of obligated group.

  -- Developing new workforce competencies by working with GE to
     train employees on the Six Sigma process improvement tools
     and process to support strategic initiatives.

  -- Nursing School on MRMC's campus provides access to
     recruitment of nurses.

CHALLENGES

MRMC has been an increasing financial drain on the system
especially over the last two years and has had a negative impact
on the System's financial performance and balance sheet measures
since its merger into Solaris.  Recent operating losses have grown
and are straining system and managerial resources.

MRMC is not in compliance with its financial covenants including
one that constitutes an event of default; noncompliance could
result in immediate acceleration of the MRMC bonds if exercised by
the bond insurer.  Additionally, the auditors have issued a going
concern opinion with the 2007 audit.  JFK's obligation on MRMC's
bonds is limited to annual debt service payments paid to the
insurer of approximately $2.3 million per year.

Material decline in Solaris balance sheet with days cash on hand
dropping to 33 days as of March 31, 2008 and expectation for
further decline during 2008 due to pension funding and
subsidization of MRMC while it remains open.

Letters of credit which back variable rate Series 2003 and 2005
bonds expire in Jan., 2009.

RECENT DEVELOPMENTS/RESULTS

The downgrade and Watchlist action reflects the material and swift
decline in financial performance for fiscal 2007 and ongoing
losses at MRMC in the current fiscal year which detracts from
steady progress made at JFK to reduce length of stay and stabilize
its own performance.  MRMC's annual loss increased materially in
FY2007 to $16.7 million from $3.6 million due to a significant
inpatient volume decline and as the cost of running the facility
outstripped the revenue generated.

JFK also posted a $4.3 million loss in fiscal 2007 almost double
the loss recorded in fiscal 2006.  Working with GE, Solaris has
implemented process change in outpatient imaging and in patient
flow in the emergency and operating rooms.  Solaris has also
implemented initiatives to control labor resources, pharmacy
costs, length of stay, and various supply chain expenses that are
targeted to show measurable results in the current fiscal year as
part of a three year improvement and turnaround plan.

The balance sheet has materially deteriorated in concert with the
downturn in cashflow and continuing operating losses at MRMC which
has been especially impacted by required pension contributions to
its defined benefit plan.  A $31 million contribution to the
pension plan reduced the level of underfunding from $70 million at
fiscal year end 2006 to $42 million at fiscal year end 2007.

To date, $4.1 million of the $20 million pension contribution
requirement for 2008 was made through March 31, 2008, contributing
to the 42% decline in total cash reserves since Dec. 31, 2006 to
$40.1 million.  As a result, days cash on hand declined from
59 days to 33 days over the last fifteen months (through March 31,
2008) and MRMC's liquidity has been depleted.

The remaining $14 million pension contribution for 2008 will
impact cash balances further by year end to dangerously low levels
unless steps are taken to restore liquidity.  Capital spending was
scaled back again in FY2007 to conserve cash and the capital
spending ratio has been less than 1.0 times for the last five
years.

Resolution of this Watchlist action will occur once the timing and
final plans for the closing of MRMC and the status of JFK's debt
are known.

Outlook

What could change the rating--UP

  -- CN approval for the closure of MRMC and completion of a
     financing through HATP.

What could change the rating--DOWN

  -- Protracted timing of HATP financing, further reduction in
     liquidity, increase in debt

KEY INDICATORS

Assumptions & Adjustments:

  --Based on financial statements for Solaris Health Inc. and
    Controlled Entities

  --First number reflects audit year ended Dec. 31, 2006

  --Second number reflects audit year ended Dec. 31, 2007

  --Investment returns normalized at 6% unless otherwise noted

  * Inpatient admissions: 31,101; 30,847

  * Total operating revenues: $528.6 million; $527.3 million

  * Moody's-adjusted net revenue available for debt service: $27.6
    million; $4.8 million

  * Total debt outstanding: $154.4 million; $149.0 million

  * Maximum annual debt service (MADS): $13.25 million; $13.25
    million

  * MADS Coverage with reported investment income: 2.13 times; .49
    times

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 2.08 times; .38 times

  * Debt-to-cash flow: 7.55 times; (61.77) times

  * Days cash on hand: 59.2 days; 47.4 days

  * Cash-to-debt: 54.0%; 46.6%

  * Operating margin: (1.6)%; (5.5)%

  * Operating cash flow margin: 4.1%; 0.0%

RATED DEBT (debt outstanding as of Dec. 31, 2007)

  -- $12.305 million outstanding, Series 1993, FGIC insured,
     primary rating of Baa3 on Watchlist for possible downgrade,
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, JFK Obligated Group issue

  -- $21.255 million outstanding, Series 1995, FGIC insured,
     primary rating of Baa3 on Watchlist for possible downgrade,    
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, JFK Obligated Group issue

  -- $43.010 million outstanding, Series 1998, MBIA insured,
     primary rating of Aaa on Watchlist for possible downgrade,  
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, JFK Obligated Group issue

  -- $18.580 million outstanding, Series 2000, Ambac insured,   
     primary rating of Aaa on Watchlist for possible downgrade,   
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, Muhlenberg Regional Medical Center issue, annual    
     debt service guaranteed by Solaris

NON-RATED DEBT

  -- $16.2 million outstanding, Series 2003 COMP pooled financing,
     Wachovia LOC, JFK Medical Center

  -- $18.0 million outstanding, Series 2005 COMP pooled financing,
     Wachovia LOC, JFK Medical Center

  -- $12.23 million outstanding, Series 2001, Whispering Knoll and
     Hartwyck West, Commerce Bank LOC


JOHNSON RUBBER: Delivers Amended Disclosure Statement and Plan
--------------------------------------------------------------
Johnson Rubber Company Inc. and JR Holding Corp., together with
the Official Committee of Unsecured Creditors, delivered to the
U.S. Bankruptcy Court for the Northern District of Ohio an amended
joint Chapter 11 plan of liquidation and an amended disclosure
statement explaining that plan on June 6, 2008.

                      Overview of the Plan

The amended plan contemplates the wind-down of the Debtors'
assets.  On the the Plan's effective date, the Debtors will
transfer all causes of action and proceeds from their property to
the liquidating trustee.

Chief restructuring officer of the Debtors, Mark J. Welch, will
serve as liquidating trustee under the amended plan.  He is
expected to make timely distributions from the liquidating trust
to the Debtors' beneficiaries.

                     Prepetition Secured Debt

As of the their bankruptcy filing, the Debtors borrowed
$13 million in cash -- exclusive of interest and fees accrued, and
other costs and expenses -- to The CIT Group/Business Credit Inc.
pursuant to the terms and conditions of a certain financing
agreement dated Dec. 8, 2005.

As security for payment of the obligations, the Debtor granted
CIT, among other things:

   -- mortgages in their operating facilities in Middlefield and
      North Baltimore, Ohio; and

   -- security interest in, and liens upon substantially all of
      the Debtors' other assets.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
the Court authorized the Debtors to obtain up to $10,000,000 in
postpetition financing from JPMorgan Chase Bank N.A.

According to court documents, JPMorgan's facility will provide
the necessary liquidity to sustain the operation of their business
and to avoid immediate harm to the estate and their creditors.

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

                Treatment of Claims and Interests

                  Type of                           Estimated
   Class          Interest            Treatment     Recovery    
   -----          --------            ---------     ---------
   unclassified   administrative      N/A             100%
                   claims

   unclassified   compensation and    N/A             100%
                   reimbursement
                   claims

   unclassified   U.S. Trustee        N/A             100%
                   Fees  

   unclassified   chase secured       N/A             100%
                   claims

   unclassified   priority non-tax    N/A             100%
                   claims

   1              CIT Secured         impaired        100%
                   claim

   2              other secured       impaired        100%
                   claims

   3              priority tax        impaired        unknown
                   claims

   4              general unsecured   impaired        unknown
                   claims

   5              equity interests    impaired         0%

Class 3 and 4 are entitled to vote on the amended plan.

On the Plan's effective date, holders of class 1 CIT secured
claim, totaling $13,000,000, will receive (i) any proceeds of the
sale of the collateral securing the CIT's claim, and (ii)
surrender of any remaining collateral.  Any unpaid portion of
CIT's secured claim will be deemed a class 4 claim.

At the option of the liquidating trustee, each holder of class 2
other secured claims will receive, either:

   i) cash in an amount equal to 100%  of the allowed other
      secured claim,

  ii) proceeds of the sale or disposition of the collateral        
      securing such allowed other secured claim to the
      extent of the value of the holder's secured interest in such
      collateral, net of the costs of disposition of
      such collateral,

iii) other distribution as necessary to satisfy the requirements  
      of the Bankruptcy Code, including the surrender of any   
      collateral, or

  iv) other treatment as the Debtors and such holder of an other
      secured claim may agree.

Holder of class 4 general unsecured claims and class 3 priority
tax claims will be entitled to receive their pro rata share of the
remaining cash.  The proponents earlier version of the plan
provide a 100% recovery to class 3 claimants.

Holders of class 5 equity interest will not receive any property
or interest on account of their interest after all allowed claims
are paid.

A full-text copy of the amended disclosure statement is available
for free at

             http://ResearchArchives.com/t/s?2e23
A full-text copy of the amended joint Chapter 11 plan of
liquidation is available for free at

             http://ResearchArchives.com/t/s?2e24

                      About Johnson Rubber

Headquartered in Middlefield, Ohio, Johnson Rubber Company
Inc. -- http://www.johnsonrubber.com/-- provides engineered   
polymer products to the automotive, road and bridge, casket and
recreational marine industries.  The company primarily produces
products for the original equipment manufacturer automotive
market.  Johnson Rubber and JR Holding Corp., were formed on Dec.
8, 2005, to purchase certain assets of Duramax Inc.  Johnson
Rubber is a wholly owned subsidiary of JR Holding.

Johnson Rubber filed for Chapter 11 protection on December 11,
2007 (Bankr. N.D. Ohio Case No. 07- 19391).  The Debtor selected
William I. Kohn, Esq., at Benesch Friedlander Coplan & Aronoff
LLP, as its counsel.  The Debtor selected Donlin Recano & Company
Inc. as claims agent.

The U.S. Trustee for Region 9 has appointed creditors to serve on
an Official Committee of Unsecured Creditors in the Debtor's
cases.  McGuireWoods LLP represents the Committee in these cases.

As of March 3, 2008, the Debtor listed total assets at $15,346,607
and total debts at $20,701,214.


JP MORGAN: Fitch Downgrades Ratings on Three Loan Classes
---------------------------------------------------------
Fitch Ratings downgraded and assigned a Distressed Recovery rating
to these classes of J.P. Morgan Chase Commercial Mortgage
Securities Corp., series 2005-CIBC12:

  -- $5.4 million class M to 'B' from 'B+';
  -- $8.1 million class N to 'B-' from 'B';
  -- $5.4 million class P to 'CCC/DR1' from 'B-'.

In addition, Fitch affirmed these classes:

  -- $162.2 million class A-2 at 'AAA';
  -- $163.6 million class A-3A1 at 'AAA';
  -- $122.9 million class A-3A2 at 'AAA';
  -- $200 million class A-3B at 'AAA';
  -- $649.3 million class A-4 at 'AAA';
  -- $137.4 million class A-SB at 'AAA';
  -- $216.7 million class A-M at 'AAA';
  -- $162.5 million class A-J at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $43.3 million class B at 'AA';
  -- $19 million class C at 'AA-';
  -- $32.5 million class D at 'A';
  -- $27.1 million class E at 'A-';
  -- $24.4 million class F at 'BBB+';
  -- $24.4 million class G at 'BBB';
  -- $29.8 million class H at 'BBB-';
  -- $8.1 million class J at 'BB+';
  -- $8.1 million class K at 'BB';
  -- $8.1 million class L at 'BB-';
  -- $50 million class UHP at 'BB'.

The $27.1 million class NR is not rated by Fitch.  Class A-1 has
paid in full.

The downgrades of classes M through P are due to projected losses
on the three specially serviced loans (1.5%).

The affirmations are the result of sufficient credit enhancement
and stable performance of the non-specially serviced loans.  As of
the May 2008 distribution date, the transaction has paid down 3.7%
to $2.1 billion from $2.2 billion at issuance.  Four loans, 2.9%
of the pool, have defeased.

The largest specially serviced loan (0.7%) is secured by a 34,938
square foot retail property in St. Thomas, Virgin Islands that is
90 days delinquent.  The property suffered from a deteriorating
retail environment stemming from a reduction in vacation travel.  
The most recent appraisal value indicates losses upon disposition.

The second largest specially serviced loan is collateralized by an
89,080 sf suburban office building in New London, Connecticut
(0.4%) that transferred in February 2007.  The loan is 90 days
delinquent.  Occupancy as of April 2008 was 67% and the special
servicer is working to stabilize the property.

The third specially serviced loan (0.4%) is collateralized by a
140,482 sf office property located in Buffalo, New York, that
transferred in September 2007 due to monetary default.  Occupancy
as of February 2008 was 75%.  Losses are expected on all three
assets.

Three loans, the Universal Hotel Portfolio (4.9%), 4250 North
Fairfax Drive (2.2%), and 450 Roxbury Drive (1.2%) maintain
investment grade shadow-ratings.  Watertower Place at Celebration
has paid in full.

The Universal Hotel Portfolio consists of three hotels in Orlando,
Florida, with a total of 2,400 keys.  September 2007 combined
occupancy was 82.5% compared to issuance at 81.9%.  Average daily
rate and revenue per available room for the same period were
$225 and $185 compared to issuance at $208 and $171, respectively.

The $50 million A-note is pooled and held in the trust.  The
$50 million B-note, non-pooled but in the trust, collateralizes
class UHP.

The second loan, 4250 North Fairfax Drive, is an office property
located in Arlington, Virginia, that reported year-end 2007
occupancy of 100%, up from issuance occupancy of 98.6% and an
increase in net operating income of 30% since issuance.  The third
loan, 450 Roxbury Drive, is a medical office property in Los
Angeles, California.  Occupancy as of YE 2007 was 100%, an
increase from the issuance occupancy of 88.4%.


KEYS FITNESS: Court Okays $1.8MM Credit Facility from Wells Fargo
-----------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the United States Bankruptcy
Court for the Northern District of Texas authorized Keys Fitness
Products LP and Keys Backyard LP to obtain, on a final basis, up
to $1,800,000 in postpetition letter of credit financing from
Wells Fargo Bank, N.A., including the use of the bank's cash
collateral.

Separately, the Court also authorized on June 4, 2008, access by
the Debtor, on the interim, to up to $1,000,000 in loan from JP
KFP Acquisition to finance the Wells Fargo deposit account.  Any
liens granted by the Court to JP KFP will be junior to Wells
Fargo's lien.

The Debtors tell the Court that they have an immediate need for
credit facility to ensure that inventory from their overseas
vendors located in Taiwan and the People's Republic of China
continues to be delivered in order to meet their obligations to
their customers.

The bank allows the Debtors to access the committed $1,800,000 DIP
loan on premise that they maintain an amount equal to 110% of the
face amount in the bank's deposit account.

To secure their DIP obligations, Wells Fargo will be granted
perfected liens on the funds to secure the letter of credit
facility.

                       About Keys Fitness

Headquartered in Garland, Texas, Keys Fitness Products LP --
http://www.keysfitness.com/-- manufactures and sells gym  
equipments.  The company and its affiliate, Keys Backyard LP,
filed for Chapter 11 protection on April 14, 2008 (Bankr. N.D.
Tex. Case No.08-31790).


KEYS FITNESS: Court Approves Neligan Foley as Counsel
-----------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas authorized Keys Fitness Products LP and Keys Backyard LP to
employ Neligan Foley LLP as their counsel.

Neligan is expected to:

   a) advise the Debtors, their management, officers and chief
      restructuring officer regarding each Debtor's rights, powers
      and duties as debtor-in-possession;

   b) counsel the Debtors' management, officers and chief
      restructuring officer on issues involving operations,
      potential sales of assets, and possible financing options as
      well as negotiate documents, prepare pleadings and represent
      the Debtors at hearings related to those matters;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting litigation on the
      Debtors' behalf, investigating litigation on behalf
      of the Debtors and claims of the Debtors, defending the
      Debtors, if necessary, in any actions, litigations, hearings
      or motions commenced against the Debtors, negotiating
      disputes in which the Debtors are involved, and preparing
      objections to claims filed against the estates;

   d) prepare on behalf of the Debtors all necessary motions,
      applications, answers, pleadings, orders, reports, and
      papers in connection with the administration of the estate
      or in furtherance of the Debtors business operations, or as
      required to preserve the assets of the Debtors, and as
      otherwise requested by the Debtors' management and
      chief restructuring officer;

   e) negotiate and draft documents relating to debtor-in-
      possession financing and use of cash collateral as well as
      attend any hearings on such matters, prepare discovery and
      respond to discovery served on the Debtors, respond to
      creditor inquiries and information requests, assist with
      preparation of Schedules, Statement of Affairs,
      Monthly Operating Reports, attendance at the 341 meeting and
      representation at meetings with creditors as well as the
      Committee;

   f) draft, negotiate, and prosecute on behalf of the Debtors a
      plan or plans of reorganization, the related disclosure
      statement, and any revisions, amendments, and supplements
      relating to the foregoing documents, and all related
      materials;

   g) perform all other necessary legal services in connection  
      with these chapter 11 cases and any other bankruptcy-related
      representation that the Debtors require; and

   h) handle all litigation, discovery, and other matters for the
      Debtors arising in connection with these chapter 11 cases.

The firm's professionals and their compensation rates are:

      Designations                 Hourly Rates
      ------------                 ------------
      Partners                      $325-$475
      Associates                    $175-$275
      Paralegals                      $115

Patrick J. Neligan, Jr., an attorney of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Neligan can be reached at:

      Patrick J. Neligan, Jr., Esq.
      Neligan Foley LLP
      1700 Pacific Ave., Suite 2600   
      Dallas, TX 75201
      Tel: (214) 840-5333
      Fax: (214) 840-5301
      http://www.neliganlaw.com/

                       About Keys Fitness

Headquartered in Garland, Texas, Keys Fitness Products LP --
http://www.keysfitness.com/-- manufactures and sells gym  
equipments.  The company and its affiliate, Keys Backyard LP,
filed for Chapter 11 protection on April 14, 2008 (Bankr. N.D.
Tex. Case No.08-31790).


KEYS FITNESS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Keys Fitness Products LLP and Keys Backyard LP delivered to the
United States Bankruptcy Court for the Northern District of Texas
their schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $11,700,000
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $13,283,447
      Secured Claims
   E. Creditors Holding                               $74,824
      Unsecured Priority
      Claims
   F. Creditors Holding                            14,647,612
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $11,700,651    $28,005,883

                       About Keys Fitness

Headquartered in Garland, Texas, Keys Fitness Products LP --
http://www.keysfitness.com/-- manufactures and sells gym  
equipments.  The company and its affiliate, Keys Backyard LP,
filed for Chapter 11 protection on April 14, 2008 (Bankr. N.D.
Tex. Case No.08-31790).


KIMBALL HILL: Committee Wants to Employ Shaw Gussis as Co-counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kimball Hill Inc.
and its debtor-affiliates' Chapter 11 cases asks permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
Steven B. Towbin, Esq., and the law firm Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC as its co-counsel.

As co-counsel to the Committee, Shaw Gussi will:

   a) advise the Committee with respect to its duties and powers
      in the Debtors' bankruptcy cases;

   b) consult with the Debtors and their counsel concerning the
      administration of these Chapter 11 cases;

   c) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors;

   d) advise the Committee in connection with the formulation of
      a plan and the plan process;

   e) assist the Committee with its obligation to provide
      reasonable access to information for all unsecured
      creditors with claims against the Debtors;

   f) assist the Committee in requesting the appointment of a
      trustee or examiner, should such action be necessary; and
    
   g) perform any and all other legal services on behalf of the
      Committee as may be required and in the interest of
      creditors.

Shaw Gussis will be paid for its services according to the firm's
hourly rates, which are:

            Professional         Hourly Rate
            ------------         -----------
            Member               $350 to 580
            Associates           $230 to 325

The rates for specific Shaw Gussis professionals who will work
with the Committee are:

            Professional         Hourly Rate
            ------------         -----------
            Steve Towbin             $580
            Mark Radtke              $325
  
Shaw Gussis will also be reimbursed for necessary and reasonable
expenses it incurred or will incur in connection with its
representation of the Committee.

The Committee has also selected Daniel H. Golden and the law firm
of Akin Gump Strauss Hauer & Feld LLP to serve as its co-counsel
in the Debtors' cases.  Akin Gump does not, however, have any
Chicago offices and the Committee understands the importance of
qualified counsel with a local presence.  The Committee does not
believe that its proposed retention of Akin Gump and Shaw Gussis
will result in any significant added cost or duplication of
efforts.

Steven B. Towbin, member of Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, assures the Court that his firm is a "disinterested  
person," as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code, as modified by Section 1107(b).

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

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


KIMBALL HILL: Can Employ Houlihan Lokey as Financial Advisor
------------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Houlihan Lokey Howard & Zukin Capital Inc. as
their investment banker and financial advisor, nunc pro tunc to
Dec. 17, 2007.

The Debtors expect the firm to assist them in certain transactions
that can include, among others, (i) a recapitalization or
restructuring of the Debtors' outstanding equity or debt
securities; (ii) the disposition of a portion of all the Debtors'
assets or operations or equity securities; or (iii) a refinancing
of all or any portion of the Debtors' existing obligations.

In exchange for the contemplated services, Houlihan Lokey will be  
entitled to monthly and transaction fees.

The Court has also approved the terms of the Houlihan Lokey
Engagement Letter, subject to these restrictions, amendments and
clarifications:

   (a) Houlihan Lokey professionals will be excused from
       maintaining time records, provided that it submit detailed
       descriptions of the services provided, the approximate
       time expended in providing the services and the
       professionals employed.

   (b) The United States Trustee for the Northern District of
       Illinois will retain all rights to object to the
       Transaction Fees on grounds including reasonableness
       standard, provided that "reasonableness" for this purpose
       will be evaluated by comparing the transaction fees
       payable in the Debtors' Chapter 11 cases to fees paid to
       other investment banking firms offering comparable
       services in other Chapter 11 cases.

   (c) Each of the Indemnified parties identified in the
       Engagement Letter will be indemnified only if directors of
       the Debtors may be indemnified under the laws of the State
       of Illinois for losses, claims, damages, liabilities or
       expenses found by court of competent jurisdiction to have
       resulted primarily from any action which the director
       acted in good faith.
    
   (d) Houlihan Lokey must be involved in the sale of the assets
       for which it is seeking a fee.  In no event will the total
       fees paid to Houlihan by the Debtors exceed $5,000,000.

       The agent for the Debtors' Prepetition Lenders and the
       Official Committee of Unsecured Creditors will be included
       as parties who will agree on the fair valuation of
       securities for the purpose of calculating the Aggregate
       Gross Consideration received in a Sale Transaction.

       The $2,000 monthly assessment that pertains to Houlihan
       Lokey's out-of- pocket expenses will not be charged to the
       Debtors.

Andrew Turnbull, a managing director at Houlihan Lokey, assures
the Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the U.S. Bankruptcy Code and does
not hold or represent an interest adverse to the Debtors' estates.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest         
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

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


L-3 COMMUNICATIONS: Fitch Affirms All Ratings with Stable Outlook
-----------------------------------------------------------------
Fitch Ratings has upgraded L-3 Communications Corporation's senior
subordinated debt and L-3 Communications Holdings, Inc. contingent
convertible debt and has affirmed all other ratings of LLL and its
wholly owned subsidiary L-3 as:

L-3 Communications Holdings, Inc.
  -- Issuer Default Rating affirmed at 'BB+';
  -- Contingent convertible upgraded to 'BB+' from 'BB'.

L-3 Communications Corporation
  -- IDR affirmed at 'BB+';
  -- Revolving credit facility affirmed at 'BBB-';
  -- Term loan facility affirmed at 'BBB-';
  -- Senior subordinated debt upgraded to 'BB+' from 'BB'.

Approximately $4.5 billion of debt is affected by the ratings.

The Rating Outlook is Stable.  The Outlook incorporates Fitch's
expectation of continued solid organic sales growth, steady
operating margins, and substantial free cash flow.  Small to
medium sized acquisitions, meaningful cash deployment toward
shareholders, and little debt reduction are also considered.

The upgrade of the senior subordinated debt and the contingent
convertible debt is supported by L-3's strengthened credit and
operating profile, less than expected acquisition spending in the
past several quarters, and consistent growth in cash flow
generation to support the company's debt burden.

The company's leverage metrics have improved over the past several
quarters on strong sales and earnings growth and stable debt
levels.  Leverage, defined as debt-to-EBITDA, was 2.4 times for
the twelve months ending March 31, 2008, down from 2.8x for the
same period prior year.  Fitch's calculation of operating EBITDA
is not equivalent to the calculation required by the company's
credit agreement.

Cash flows have shown consistent growth as well.  Through 2007,
free cash flow to total adjusted debt improved to the high-teens
percentage range from the low double-digit range in 2005 and 2006.  
The company's debt service metrics have generally improved as a
result, lending further support to Fitch's upgrade of the senior
subordinated and convertible debt classes, which represent about
85% of total debt outstanding.

L-3's ratings reflect solid organic revenue growth, strong free
cash flow, good profitability, high levels of defense spending,
and L-3's diverse portfolio of products and services that is in
line with growing Department of Defense and Department of Homeland
Security requirements.  Concerns relate to the potential for
larger debt-financed acquisitions, a shareholder focused cash
deployment strategy, and some uncertainty regarding defense
spending trends, particularly with respect to supplemental
budgets.  

The loss of L-3's linguist contract (the company's largest
contract at about 5% of 2007 sales) is a modest challenge, but not
a significant credit issue, in Fitch's view.  The lost sales from
this contract will be partially offset by the subcontract L-3 has
obtained with the new prime contractor, which is expected to
generate annual sales of about $150 million.
L-3 continues to generate strong free cash flow as a result of
higher operating income and working capital discipline.  Free cash
flow in 2007 was $987 million after $94 million of pension
contributions compared to free cash flow of $826 million after
pension contributions of $178 million in 2006.  Fitch expects free
cash flow to likely exceed $1 billion in 2008.

Acquisition spending has decreased in the past several quarters.  
Acquiring businesses and successfully integrating them while
improving profitability has been a key component of the company's
growth strategy historically.  However, L-3 made only four
acquisitions worth a total of $200 million in 2007.  Fitch expects
acquisition spending will continue to be a focus of the company's
cash deployment strategy, but small and mid-size targets are
likely to be the objective.  In Fitch's opinion, the likelihood of
a large, debt-funded transaction has decreased, but L-3 retains
the financial flexibility to execute a large transaction if one
becomes available, and management remains open to the possibility
of a large purchase if the valuation is attractive.

Outside of acquisitions, L-3's cash deployment strategy is
increasingly shareholder focused.  The company completed its first
share repurchase program of $500 million in December 2007, and
announced a new two year program for $750 million.  L-3 has also
consistently increased its dividend.  The dividend was raised by
50% in 2006 and 33% in 2007.  In February 2008, it was again
raised by 20% which should result in payments of about
$147 million annually.  This should bring total cash directed
towards shareholders to over $1 billion in the next two years.

Fitch expects that L-3 will continue to make contributions to its
pension plans, although at lower levels than the past few years.  
At the end of 2007, the company's pension plan was $281 million
underfunded (83% funded).  In addition, the company could be
required to pay $129 million in 2008 or 2009 for its loss on the
OSI lawsuit if its appeal is unsuccessful.  However, this amount
is already funded by a letter of credit and offset against
available liquidity.

Fitch continues to have some concerns regarding future budgetary
constraints or shifts within the defense budget.  Large platforms
are obvious targets for stretching production or reducing
quantities ordered.  However, L-3's diverse contract portfolio
mitigates some of the potential risks. Fitch also believes that
L-3's growing portfolio of services is in line with the DoD's
outsourcing goals and its products are also in line with broader
strategic defense objectives.

The loss of revenues that could result from lower supplemental
budgets after an end to the conflicts in Iraq and Afghanistan is
also a concern, but the impact would not likely be immediate as
Fitch expects that operations would likely wind down over time and
some of L-3's products would benefit from the rebuild and
equipment resetting that would continue for some time after the
conflicts are over.

As of March 31, 2008, L-3 had a liquidity position of
approximately $1.3 billion, consisting of $536 million of cash and
$797 million of revolving credit facility availability.  With no
long-term debt maturities before 2010, L-3's capital structure and
liquidity provide the company with significant financial
flexibility.


LATAM TRUST: Moody's Cuts Ratings of Certificates to Ba1
--------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
ratings on the following notes issued by Latam Trust Series
2007-103.

Class Description: CLP 5,185,000,000 UF-adjusted Certificates due
2036 Credit-Linked to 10 year Tranche

  -- Prior Rating: A1, on review for possible downgrade

  -- Current Rating: Ba1

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


LEHMAN BROTHERS: Fitch Holds 'BB+' Ratings on $2.2MM Certificates
-----------------------------------------------------------------
Fitch Ratings has upgraded this class of Lehman Brothers Inc.'s
commercial mortgage pass-through certificates, series 2006 - CCL -
C2:

  -- $8.9 million class K to 'A' from 'BBB+'.

These classes remain on Rating Watch Negative:

  -- $18.9 million class L at 'BBB;
  -- $26.8 million class M at 'BB+'.

Additionally, Fitch has affirmed these classes:

  -- Interest-only class X at 'AAA';
  -- Interest-only class X-FLP at 'AAA';
  -- $1 million class ASH-1 at 'BB+';
  -- $1.2 million class ASH-2 at 'BB+'.

Classes A-1, A-2, B, C, D, E, F, G, H, and J have paid in full.

Fitch does not rate these classes: BRD, GRS, ZPH, PPL, MTH, PRM,
PKT-1, PKT-2, PKT-3, CGR, RGB-1, RGB-2, or RGB-3.

The upgrade of class K is due to 44% paydown since the last rating
action in February 2008.  The maintenance of the classes on Rating
Watch Negative is due to the continued lack of sales at the three
loans (69.6%) that are currently in special servicing.  Classes L
and M will remain on Rating Watch Negative until more specific
workout results for the three specially serviced loans are known.  
As of the June 2008 remittance date, the transaction's principal
balance had decreased by 93.9% to $56.8 million from
$932.9 million at issuance.

Four loans remain in the transaction: Crossings at Otay Ranch
(30.4%), Village Oaks (30.3%), Avalon at Seven Hills (28.3%), and
the Charlottesville Portfolio (11.1%).  All of the remaining loans
are secured by multifamily rental properties that have been
converted to condominiums.  None of the remaining loans maintain
investment-grade shadow ratings.

Crossings at Otay Ranch is secured by a former 168-unit
multifamily property located in Chula Vista, CA that is being
converted to condominiums.  The condo units have sold slower than
anticipated at issuance.  The trust balance has paid down by 32.6%
since issuance.  The loan matures on Oct. 9, 2008 and does not
have any extension options.

Village Oaks is secured by a former multifamily property located
in Tampa, Florida that is being converted to condominiums.  There
is an oversupply of condominium units in many Florida metropolitan
areas, and unit sales have occurred slower than anticipated at
issuance.  The loan transferred to special servicing in December
2007 because the interest reserve was depleted.  The special
servicer is pursuing foreclosure.  The trust balance has paid down
by 9.3% since issuance.  The loan's maturity date is Jan. 9, 2009;
there are no extension options.

Avalon at Seven Hills is secured by a former multifamily property
which is being converted to condominiums.  It is located in Las
Vegas, Nevada, which also has an oversupply of condominium units.
The loan transferred to special servicing in November 2007 because
the interest reserve was depleted.  The trust loan balance has
paid down by 44.2% since issuance.  The maturity date is Dec. 1,
2008 and there are no extension options.  The special servicer is
pursuing foreclosure.  The appraised value does not indicate
potential losses to the trust balance.

The Charlottesville Portfolio loan was secured at issuance by the
Walker Square and River Bend apartment properties located in
Charlottesville, Virginia.  The two properties are crossed, and
have a total of 350 units.  The loan was transferred to special
servicing in February 2008 because the interest reserve was
depleted due to slower than anticipated unit sales.  The trust
loan balance has paid down by 79.1% since issuance.  The loan's
extended maturity date is Sept. 16, 2008; there are no additional
extension options.


LEUCADIA NATIONAL: Fitch Affirms 'BB+' ID and Senior Debt Ratings
-----------------------------------------------------------------
Fitch has affirmed these ratings of Leucadia National Corp.:

  -- Issuer Default Rating 'BB+';
  -- Senior debt 'BB+';
  -- Senior subordinated debt 'BB';
  -- Junior subordinated debt to 'BB-'.

The Rating Outlook has been revised to Positive from Stable.  
Approximately $1.8 billion of debt is affected by Fitch's action.

The affirmations reflect Leucadia's overall long-term financial
performance, its substantial liquidity position, modest leverage
and management's demonstrated ability to make sound investment
decisions and long-term consistency in achieving realized gains
within an investment portfolio that is weighted heavily with
undervalued or underperforming assets.

Fitch believes the company's solid liquidity position and modest
leverage help to mitigate variability in annual cashflow and
concentration risk generated within the portfolio as a result of
the nature of Leucadia's investment strategy.

In addition to continuing to maintain solid liquidity and modest
leverage, a key factor for a rating upgrade will be the underlying
performance of the largest or most significant investments within
the portfolio.  Notably, this would include the successful ramp up
of the Fortescue mining operation and the Hard Rock Hotel and
Casino and improvement in the financial performance of both
Jefferies Group, Inc. and Americredit Inc.  Also, further clarity
concerning the company's acquisition and exit strategies,
investment criteria, and operating parameters would likely
generate additional positive rating momentum.

Fitch also notes that any significant changes in key senior
managers or their ownership interest may negatively impact current
ratings or the likelihood of a ratings upgrade.

Leucadia National Corp. employs a value-oriented approach toward
investing or directly acquiring distressed or undervalued
companies.  Historically, Leucadia has invested in a wide variety
of industries, which currently include manufacturing,
telecommunications, property management and services, gaming
entertainment, real estate, medical product development, mining
and winery operations.


LUMINENT MORTGAGE: Calls for Conversion of $90MM Senior Notes
-------------------------------------------------------------
Luminent Mortgage Capital Inc. urged the holders of the
$90 million of its convertible senior notes to surrender their
notes for conversion in accordance with the indenture.

The company disclosed that the delisting of its common stock by
the New York Stock Exchange for a 30 consecutive trading day
period constitutes a triggering event under the indenture for its
convertible senior notes.

On May 3, 2008, the company's common stock was delisted by the
NYSE, due to its inability to meet the continued listing standards
related to market capitalization and stock price requirements.  

Headquartered in San Francisco, Luminent Mortgage Capital Inc.
(OTC: LUMC) -- http://www.luminentcapital.com/-- is a real estate  
investment trust or REIT, which, together with its subsidiaries,
has invested in two core mortgage investment strategies.

Under its Residential Mortgage Credit strategy, the company
invests in mortgage loans purchased from selected high-quality
providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.

Under its Spread strategy, the company invests primarily in U.S.
agency and other highly-rated single-family, adjustable-rate and
hybrid adjustable-rate mortgage-backed securities.  

On March 28, 2008, the company disclosed its intention, subject to
shareholder approval, to restructure the company from a REIT to a
publicly-traded partnership or PTP.

                        Going Concern Doubt
                        
Grant Thornton LLP, in Philadelphia, expressed substantial doubt
about Luminent Mortgage Capital Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

Grant Thornton said Luminent Mortgage has lost $721.0 million for
the year ended Dec. 31, 2007, which included $481.7 million in
impairment losses on mortgage-backed securities.  The company also
recorded $21.3 million in corporate, state and U.S. federal income
taxes due to its inability to meet the threshold for tax benefit
recognition as it related to its qualification as a REIT.  

As a result of these losses the company had a stockholders'
deficit of $223.2 million at March 31, 2008.


MORGAN STANLEY ACES: Moody's to Review 9 Notes for Possible Cut
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Morgan Stanley Managed ACES
SPC Series 2005-1:

Class Description: $96,000,000 Class II-A Secured Floating Rate
Notes due 2013

  -- Prior Rating: Aa2

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

Class Description: EUR 38,000,000 Class II-B Secured Floating Rate
Notes due 2013

  -- Prior Rating: Aa2

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

Class Description: $3,000,000 Class III-A Secured Fixed Rate Notes
due 2013

  -- Prior Rating: A2

  -- Current Rating: A2, on review for possible downgrade

Class Description: JPY 500,000,000 Class III-B Secured Floating
Rate Notes due 2013

  -- Prior Rating: A2

  -- Current Rating: A2, on review for possible downgrade

Class Description: EUR 20,000,000 Class III-C Secured Floating
Rate Notes due 2013

  -- Prior Rating: A2

  -- Current Rating: A2, on review for possible downgrade

Class Description: $10,000,000 Class III-D Secured Floating Rate
Notes due 2013

  -- Prior Rating: A2

  -- Current Rating: A2, on review for possible downgrade

Class Description: JPY 500,000,000 Class IV-A Secured Floating
Rate Notes due 2013

  -- Prior Rating: Baa2

  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $11,000,000 Class IV-B Secured Floating Rate
Notes due 2013

  -- Prior Rating: Baa2

  -- Current Rating: Baa2, on review for possible downgrade

Class Description: JPY 200,000,000 Class V-B Secured Floating Rate
Notes due 2013

  -- Prior Rating: Ba2

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's reference
obligation pool, which consists primarily of corporate securities.


MORITZ BERGMEYER: Case Summary & 20 Unsec. Creditors
----------------------------------------------------
Debtor: Moritz O. Bergmeyer
        229 North Highway 33
        Driggs, ID 83422

Bankruptcy Case No.: 08-40480

Chapter 11 Petition Date: June 13, 2008

Court: District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  Email: btr@idlawfirm.com
                  POB 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  http://www.idlawfirm.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Moritz O. Bergmeyer's petition is available for free at:

      http://bankrupt.com/misc/idb08-40480.pdf


MORTGAGE LENDERS: Taps OCC Design to Perform Land Use Survey
------------------------------------------------------------
Mortgage Lenders Network USA Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ OCC Design
Consortium LLC, under a Technical Services Agreement, pursuant to
which OCC Design will perform a land use survey in connection with
property being marketed and sold by the Debtor through Hilco Real
Estate LLC.

Hilco was employed as the Debtor's special real estate consultant
to assist with the marketing and sale of a 98-year ground lease,
and an option to purchase a real estate comprised of 63.57 acres
in Wallingford, in New Haven County, Connecticut.  

In connection with the sale, Hilco and the Debtor believes a land
use survey and report should be prepared to assist with the
marketing and sale of the Property, relates Laura Davis Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

OCC Design will:

   -- perform a land use survey on the Property, including
      identification and tabulation of all non-buildable areas;

   -- review zoning regulations;

   -- identify potential development constraints;

   -- provide preliminary assessment of potential development
      options; and

   -- compile a report regarding the Property.

The Debtor has received three land survey proposals before
choosing OCC Design's proposal, Ms. Jones tells Judge Peter J.
Walsh.  She asserts that OCC Design was chosen due to its
experience, and the low cost of its land survey services.  She
says that OCC Design will be paid $5,500, while other potential
surveyors requested $8,425 and $8,200 for a similar land use
surveys.

The Debtor avers the land survey will maximize the value of the
Property, and assist in marketing the Property to potential
purchasers, as it will provide valuable information regarding the
Property's development to Hilco, the Debtor, and potential
purchasers.

                 About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization until Aug. 6.  The Court has yet to approve
the motion.

(Mortgage Lenders Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Has Until September 9 to Remove Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Mortgage Lenders Network USA Inc.'s request to:

   a) extend through Sept. 9, 2008, the period within which it
       may remove actions initiated prior to the bankruptcy
       filing;

   b) extend the period, within which it may remove actions
       initiated after the bankruptcy filing to the later of:

          -- Sept. 9, 2008; and

          -- the time period specified in Bankruptcy Rules  
             9027(a)(3)(A) and (B), which provide for the shorter
             of:

              * 30 days after receipt of a copy of the initial
                pleading setting forth the claim or cause of
                action to be removed; or

              * 30 days after receipt of the summons, if the
                initial pleading has been filed with the Court
                but not served with the summons; and

   c) approve an extension, without prejudice to its right to
       seek further extensions of the applicable deadline.

Had the Debtor not sought an extension, its removal period would
have expired on June 11, 2008.

The Debtor believed that it is prudent to seek an extension of
period to file notices of removal to protect its right to remove
the Actions.

Since bankruptcy filing, the Debtor has directed substantially
all of its efforts, and all of the efforts of its professionals,
towards the liquidation of its hard assets and remaining
servicing operations, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, related.

Ms. Jones said the Debtor has also engaged in numerous contested
matters and adversary proceedings to protect its rights as
debtor-in-possession, and to maximize the value of its bankruptcy
estate for the benefit of its creditors.  She added the Debtor has
been focused on the development of its reorganization
plan and disclosure statement, which are currently pending before
the Court.

The Debtor anticipated its efforts in the near future will be
focused upon the confirmation of the plan, in conjunction with
the Official Committee of Unsecured Creditors and other key
parties-in-interest.  Accordingly, Ms. Jones told Judge Peter J.
Walsh that the Debtor has not had an opportunity to (i) thoroughly
review the Actions to determine whether there are any that may
need to be removed, and (ii) consult with other interested
parties regarding the removal.

The extension sought will afford the Debtor the opportunity
necessary to make fully-informed decisions concerning removal of
any Action and will assure that the Debtor does not forfeit
valuable rights under 28 U.S.C. Section 1452, Ms. Jones asserted.  

She assured the Court the Debtor's adversaries will not be
prejudiced by the extension because any party to an Action that
is removed may seek to have it remanded to the state court
pursuant to Section 1452(b).

Judge Walsh has considered the Debtor's request at a hearing on
July 14, 2008.

                 About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization until Aug. 6.  The Court has yet to approve
the motion.

(Mortgage Lenders Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MORTGAGE LENDERS: Wants to Invest $17MM in Money Market Account
---------------------------------------------------------------
Mortgage Lenders Network USA Inc. asked the U.S. Bankruptcy Court
for the District of Delaware to:

   (i) authorize the investment of its $17 million cash; and

  (ii) authorize a limited waiver of deposit and investment
       requirements under Section 345(b) of the Bankruptcy Code.

Section 345(b) provides that any investment made by a debtor,
except those insured or guaranteed by the United States or its
agency, or backed by the full faith and credit of the United
States, must be secured by a bond in favor of the United States
that is secured by the undertaking of a corporate surety approved
by the United States Trustee or by the deposit of securities of
the kind specified in 31 U.S.C. Section 9303.  Section 345(b)
provides further, however, that a bankruptcy court may allow the
use of alternatives to these approved investment guidelines "for
cause."

As of June 6, 2008, the Debtor has accumulated around $17 million
from the sale of various assets and settlements reached in its
bankruptcy case, related Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.  She said the
the Debtor wishes to invest its funds into a money market account
for a higher rate of interest and returns.

After research and discussion with its cash management bank, Bank
of America, the Debtor proposed to invest its cash funds into
Columbia Treasury Reserves, a money market fund that invests in
high-quality money market instruments, Ms. Jones disclosed.  

She noted that the Fund invests at least 80% of its net assets in
U.S. Treasury obligations and repurchase agreements secured by
those obligations.  In March 2008, the Fund generated 1.67% over
a 30-day period.  It is also rated as AAA by Moody's and Standard
& Poor's.

Ms. Jones also informed the Court the Fund will redeem funds
shares in cash with payment being made no later than the business
day after a redemption request by the Debtor, except in the
event of an unscheduled closing of the Federal Reserve Bank or
the New York Stock Exchange.  She added that the Fund will notify
the Debtor on any changes in the Fund's investment or redemption
policies.

An investigation of the "totality of the circumstances" of the
Debtor's Chapter 11 case demonstrates that sufficient cause
exists for the Debtor to be entitled to a waiver of the deposit
and investment requirements of Section 345(b) to invest in the
Fund, Ms. Jones tells Judge Peter J. Walsh.

Ms. Jones noted that in other Chapter 11 cases, courts have
liberally construed the requirements of Section 345(b) that a
debtor-in-possession obtain a bond from any entity with which its
money is deposited or invested.  In those instances, she pointed
out, courts have waived the requirements, and replaced them with
alternative procedures.

                          *     *     *

Columbia Management Group is Bank of America's primary investment
management division and administers the Columbia Funds family of
mutual funds.

In its portfolio of investments as of May 31, 2008, Columbia's
seven-day repurchase agreements with Barclays Capital, BNP
Paribas, and Deutsche Bank, among others, provides for rates
ranging from 2.13% to 2.28%.

Columbia Management, however, noted that an investment in money
market mutual funds is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.  
"Although money market mutual funds seek to preserve the value of
your investment at $1.00 per share, it is possible to lose money
by investing in money market mutual funds."

                 About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The Debtor has sought extension of its exclusive period to file a
plan of reorganization until Aug. 6.  The Court has yet to approve
the motion.

(Mortgage Lenders Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MOUNTAIN VIEW: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Mountain View Golf Properties, Inc.
        P.O. Box 926
        2343 Morgantown Road
        Uniontown, PA 15401

Bankruptcy Case No.: 08-23871

Chapter 11 Petition Date: June 11, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Mary Bower Sheats
                  1310 Allegheny Building,
                  429 Forbes Avenue
                  Pittsburgh, PA 15219
                  Tel (412) 281-7266
                  Fax (412) 391-0308
                  Email marybowersheats@aol.com

Estimated Assets: 1 million to $10 million

Estimated Debts: $100,000 to $500,000

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


MUHLENBERG MEDICAL: Moody's Cuts $18MM Bonds Rating to Ba3
----------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
underlying rating assigned to Muhlenberg Regional Medical Center's
Series 2000 bonds, approximately $18.58 million outstanding, in
conjunction with the rating downgrade to Ba3 from Ba1 for JFK
Medical Center/ Hartwyck at Oak Tree, Inc.  MRMC's rating is based
on a guarantee of annual debt service to the bond insurer (Ambac)
by JFK, which together with MRMC, comprise the key entities of the
Solaris Health System.

Solaris was formed in 1997 and is headquartered in Edison, New
Jersey.  Moody's considers the consolidated financial performance
of the entire Solaris System in our rating of MRMC.  The rating
downgrade follows receipt of audited fiscal year 2007 results
which detail the material decline in operating performance and
balance sheet indicators at Solaris Health System.

An application for a Certificate of Need for the closure of MRMC
was filed on March 1, 2008 and a hearing of the State Health
Planning Board as to such application has been scheduled for June
26, 2008.  JFK has submitted an application for debt to be issued
through the New Jersey Hospital Asset Transformation Program which
could be available if the CN is granted and which could retire the
MRMC debt.

The ratings for MRMC and JFK have been placed on Watchlist with an
uncertain/developing rating direction based on the possibility
that some or all of JFK's debt may be refunded and capital
improvements at JFK to accommodate additional capacity may be
financed by debt issued through the HATP sometime this summer.
There is no assurance that any such financing will be available.

If the HATP transaction does not take place by the fall, the
financial position of JFK would continue to be negatively impacted
and bondholder security would weaken further unless other steps
are taken to provide liquidity.

RATED DEBT OF SOLARIS (debt outstanding as of Dec. 31, 2007)

  -- $12.305 million outstanding, Series 1993, FGIC insured,  
     primary rating of Baa3 on Watchlist for possible downgrade,
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, JFK Obligated Group issue

  -- $21.255 million outstanding, Series 1995, FGIC insured,
     primary rating of Baa3 on Watchlist for possible downgrade,
     underlying rating of Ba3 on Watchlist for uncertain rating    
     direction, JFK Obligated Group issue

  -- $43.010 million outstanding, Series 1998, MBIA insured,   
     primary rating of Aaa on Watchlist for possible downgrade,
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, JFK Obligated Group issue

  -- $18.580 million outstanding, Series 2000, Ambac insured,  
     primary rating of Aaa on Watchlist for possible downgrade,
     underlying rating of Ba3 on Watchlist for uncertain rating
     direction, Muhlenberg Regional Medical Center issue, annual      
     debt service guaranteed by Solaris

NON-RATED DEBT

  -- $16.2 million outstanding, Series 2003 COMP pooled financing,
     Wachovia LOC expires Jan. 2009, JFK Medical Center

  -- $18.0 million outstanding, Series 2005 COMP pooled financing,
     Wachovia LOC expires Jan. 2009, JFK Medical Center

  -- $12.23 million outstanding, Series 2001, Whispering Knoll and
     Hartwyck West, Commerce Bank LOC


MW JOHNSON: Could Put Lots, Homes on the Block to Meet Payments
---------------------------------------------------------------
M.W. Johnson Construction, Inc. attorney, Michael Meyer, Esq. at
Ravich Meyer Kirkman McGrath Nauman, said the company, which filed
for bankruptcy on June 13, is plotting payment plans, which could
include an auction to move the lots and homes on its books,
Jennifer Bjorhus of Pioneer Press (Minn.) reports.

The company filed for Chapter 11 bankruptcy petition with the
District of Minnesota (St. Paul), citing declining home sales and
tight credit markets.

MW Johnson Construction Inc. and its Florida operation both will
remain open but require immediate financing to cover operating
expenses and payroll while they restructure, the report said,
citing documents filed Friday in U.S. Bankruptcy Court in St.
Paul.

MW Johnson appears to be the largest builder so far in Minnesota
to file for bankruptcy, the report said.  It employs about 30
people and is the state's No. 11 builder by last year's revenue,
reported at $41.44 million.

It has hired Stillwater-based Lighthouse Management Group to
evaluate its options.  MW Johnson is seeking up to $1 million from
Builders Mortgage and RBC Real Estate Finance for operational
expenses and to pay employees who haven't received their pay since
early May.

Based in Lakeville, Minnesota, M.W. Johnson --
http://www.mwjohnson.com/-- is  custom homebuilder (Bankr. Case  
No. 08-32874, Dist. of Minn.).   Its affiliate M.W. Johnson
Construction of Florida, Inc. also filed for bankruptcy (Case No.
08-32876).  When the Debtors filed for bankruptcy, they listed
estimated assets and estimated debts of $50 million to $100
million.  It listed Pyramid Enterprises, Inc. as its largest
unsecured creditor, holding a claim of $1,171,592.


NATIONAL CINEMEDIA: March 27 Balance Sheet Upside-Down by $546.5MM
------------------------------------------------------------------
National CineMedia Inc.'s consolidated balance sheet at March 27,
2008, showed $490.4 million in total assets and $1.0 billion in
total liabilities, resulting in a $546.5 million total
stockholders' deficit.

The company reported a net loss of $400,000 for the first quarter
ended March 27, 2008, compared to a net loss of $4.2 million for
the pre-IPO period and net income of $1.0 million in the post-IPO
period last year.

Total revenue for the first quarter 2008 was $62.7 million
compared to $23.6 million for the pre-IPO period from Dec. 29,
2006, to Feb. 12, 2007, and $32.4 million of revenue for the post-
IPO period from Feb. 13, 2007, to March 29, 2007.

Total advertising revenue for the first quarter 2008 was
$53.7 million compared to $20.6 million in advertising revenue for
the pre-IPO period and $29.0 million for the post-IPO period.
Meetings and events revenue was $9.0 million in the first quarter
of 2008 compared to $2.9 million in the pre-IPO period and
$3.3 million in the post-IPO period.  

National advertising inventory utilization for the quarter was
58.7% versus 70.1% and 48.5% in the comparable periods in 2007 and
2006, respectively.  Cost per thousand (or CPM) advertising rates
increased 6.7% in the quarter versus the comparable period last
year and increased 16.2% over the comparable 2006 period.

The company completed its initial public offering (IPO) of stock
and National CineMedia LLC (NCM LLC) completed its debt financing
on Feb. 13, 2007; therefore the historical results prior to the
IPO are not comparable to the post-IPO results.  The quarter year
ended March 29, 2007, is divided into two periods, pre-IPO from
Dec. 29, 2006, thru Feb. 12, 2007, for its predecessor NCM LLC,
and post-IPO from Feb. 13, 2007, thru March 29, 2007, for its
consolidated results after the acquisition of its interest in NCM
LLC.  CPMs and inventory utilization for 2007 and 2006 have been
recalculated to conform to the current year presentation.

Commenting on the company's first quarter results, chairman and
chief executive officer Kurt Hall said, "As we expected, our first
quarter national advertising revenue was down compared to the
tough comparisons with the 2007 first quarter pro forma results.
The decline in national advertising utilization was offset by
strong national CPM and local advertising revenue growth and with
the growth of our meetings and events business."

Mr. Hall concluded, "We have continued to make great progress
expanding our network as we completed the integration and digital
deployment of the approximate 850 screen Kerasotes circuit and we
signed a new agreement with the 480 screen Hollywood Theatres
circuit, effective April 1, 2008.  With the addition of these two
top 10 circuits and the addition of the approximate 1,200 Loews
screens on June 1, 2008, we will be very well positioned to more
effectively compete with TV and other national advertising
platforms as advertisers look for new, more effective ways to
market their brands.  This expansion of our national advertising
client base will help us achieve our long-term growth targets as
well as reduce the quarter-to-quarter revenue volatility
experienced in the first quarter."

                         Subsequent Event

As previously announced on April 14, 2008, effective as of
March 26, 2008, NCM Inc., as sole manager of NCM LLC, issued
common membership units to the members of NCM LLC, pursuant to net
new theatres and attendees added to NCM LLC's network in
accordance with the annual common unit adjustment provisions of
the Common Unit Adjustment Agreement dated as of Feb. 13, 2007, by
and among NCM Inc., NCM LLC, AMC, Cinemark and Regal.  Due to the
issuance of common membership units pursuant to the annual
adjustment for fiscal 2007, NCM Inc.'s ownership stake went from
44.8% since the time of the IPO to 43.6%.

On April 30, 2008, Regal delivered notice to NCM pursuant to
Section 2 (a) of the Common Unit Adjustment Agreement in
connection with the closing of its acquisition of Consolidated
Theatres.  The acquired theatres are currently serviced by another
cinema sales company, and as such Regal intends to make
Exclusivity Run-Out Payments pursuant to Section 4.08(b) and
Schedule 1 of the Exhibitor Services Agreement, dated as of
February 13, 2007, by and between NCM LLC and Regal.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 27, 2008, are available for
free at http://researcharchives.com/t/s?2e10

                   About National CineMedia Inc.

Headquartered in Centennial, Colorado, National CineMedia Inc.
(NASDAQ: NCMI) -- http://www.ncm.com/-- is the managing member   
and owner of 43.6% of National CineMedia LLC.  NCM LLC operates
the largest digital in-theatre network in North America through
long-term agreements with its founding members, AMC Entertainment
Inc., Cinemark USA Inc. (NYSE: CNK) and Regal Entertainment Group
(NYSE: RGC), the three largest theatre operators in the U.S., and
through multi-year agreements with several other theatre
operators.  


NEONODE INC: Appoints Kenneth E. Olson to Board of Directors
------------------------------------------------------------
Neonode Inc. appointed Kenneth E. Olson to its Board Of Directors.  
Mr. Olson will also serve on the Board's Audit and Compensation
Committees and by virtue of his experience and expertise, is
deemed to be a "Financial Expert" by the Board for purposes of his
services on the Audit Committee and Sarbanes-Oxley compliance.  He
was also appointed Chairman of the Corporate Governance and
Nominating Committee.

Mr. Olson is an electrical engineer and holds an MBA from
Pepperdine University.  In addition he has published numerous
articles and has participated in numerous lectures and panel
discussions regarding corporate governance.

Over his career, Mr. Olson has served on the boards of directors
for 27 companies, including eight that were listed on NASDAQ, and
he currently serves on the board of directors of these companies:

   * Digirad Corporation, (NASDAQ - DRAD), (solid-state
     radionuclide camera systems for detection of coronary artery
     disease; nuclear medicine imaging services); director since
     4/96;, former Audit Committee chair, currently Governance
     Committee chair and Audit Committee member;

   * Troxel Helmets (equestrian helmet design, marketing, and
     distribution); advisory director since 1996;

   * Santrio, Inc. (Web-based systems software for sales
     representatives and managers), director since 2005;

   * WD-40 Company (NASDAQ - WDFC), (consumer products), director
     since 6/00, former Chairman of Corporate Governance
     Committee, currently member of Corporate Governance and Audit
     committees;

   * Express Ventures (venture capital fund), director since 2005;

   * EcoLayers, Inc. (environmental software), director and
     chairman since 2007.

Mr. Olson began his career as a project engineer with Power
Instrument Corporation working with power conversion units.  From
1961 through 1998, he served as the Chairman of the Board, CEO or
CFO for various companies including Proxima Corporation
(optical/electronic imaging systems), Megahaus Corporation
(desktop publishing software), ADC (power conversion peripherals
for minicomputers and mainframe computers) and its successor
companies Topaz, Inc. and Square D Company.

"We're eager to leverage Ken's impressive breadth of experience
and insight," Per Bystedt, Chairman of the Board of Directors
said.  "The addition of Ken to our board secures a diversified
composition of the Board and will better allow us to move forward
in building shareholder value.  Ken is a qualified financial
expert and has vast experience and extensive knowledge in
corporate governance and other essential issues facing a new
growth oriented company such as Neonode."

                        About Neonode Inc.

Neonode Inc. (Nasdaq: NEON) -- http://www.neonode.com/-- is a    
Swedish mobile communication company that specializes in optical
finger based touch screen technology.  The company designs and
develops mobile phones under its own brand and licenses its
patented touch screen technologies, zForce(TM) and neno(TM) to
third parties.  Neonode USA's main office is located in New York
City.

As reported in the Troubled company Reporter on May 29, 2008,
Neonode Inc.'s consolidated balance sheet at March 31, 2008,
showed total assets of $13.9 million and total liabilities of
$23.4 million, resulting in a roughly $9.4 million of total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $13.3 million in total current
assets available to pay $23.3 million in total current
liabilities.

The company reported a net loss of $11.4 million, on total net
sales of $391,000, for the first quarter ended March 31, 2008,
compared with a net loss of $2.5 million, on total net sales of
$249,000, in the same period last year.

                     Going Concern Doubt

BDO Feinstein International AB, in Stockholm, Sweden, expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  the auditing firm
pointed to the company's recurring losses, negative cash flows
from operations, and working capital deficiency.


NOVADEL PHARMA: Posts $1,972,000 Net Loss in 2008 First Quarter
---------------------------------------------------------------
NovaDel Pharma Inc. reported a net loss of $1,972,000 for the
first quarter ended March 31, 2008, compared with a net loss of
$5,424,000 in the same period last year.

License fees and milestone fees earned from related parties for
the three months ended March 31, 2008, were $103,000, as compared
to $40,000 for the three months ended March 31, 2007.  The
increase is primarily due to a one-time payment received in
connection with a product candidate that had been in development
several years ago, and was no longer in the company's active
product candidate pipeline.

There were no consulting revenues from related parties for the
three months ended March 31, 2008 or 2007.

At March 31, 2008, the company's balance sheet showed $6,154,000
in total assets, $3,735,000 in total liabilities, and $2,419,000
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e20

                       Going Concern Doubt

J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about NovaDel Pharma Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations and negative cash flows
from operating activities.

                       About NovaDel Pharma

Based in Flemington, N.J., NovaDel Pharma Inc. (AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical  
company developing oral spray formulations for a broad range of
marketed drugs.  The company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.


OSYKA CORP: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Osyka Corporation and Osyka Permian LLC delivered to the United
States Bankruptcy Court for the Southern District of Texas their
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property           $109,754,313
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $83,525,223
      Secured Claims
   E. Creditors Holding                             
      Unsecured Priority
      Claims
   F. Creditors Holding                              $267,532
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                       $109,754,313    $83,792,755

                     About Osyka Corporation

Headquartered in Houston, Texas, Osyka Corporation --
http://www.osyka.com/-- is an oil and gas company.  The company      
filed for Chapter 11 protection on March 3, 2008 (Bankr. S.D. Tex.
Case No.08-31467).   H. Rey Stroube, III, Esq., represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.


PFF BANCORP: Maturity of $44MM Loan Extended Under FBOP Merger
--------------------------------------------------------------
PFF Bancorp Inc., the holding company of PFF Bank & Trust,
Glencrest Investment Advisors Inc., and Diversified Builder
Services Inc., signed a definitive merger agreement under which
FBOP Corporation, the parent company of California National Bank,
will acquire PFF Bancorp.

Under the terms of the agreement, upon the consummation of the
transaction the stockholders of PFF Bancorp will receive $1.35 in
cash for each share of PFF Bancorp common stock held.

In addition, in order to maintain the Bank's "adequately
capitalized" regulatory status, FBOP will immediately loan
$7 million to PFF Bancorp in exchange for a secured note
convertible into preferred stock of the company with voting rights
equivalent to 19.9% of the outstanding voting stock of the
company.

Also, in connection with the merger, the maturity date of the
company's secured commercial bank loan with an outstanding
principal balance of $44.0 million was extended from June 16,
2008, to June 16, 2009.

"We have admired PFF Bank & Trust for many years and believe that
our shared cultures and steadfast commitment to principles of
community banking and customer service will lead to a seamless
merger that offers great benefits for PFF's customers and
employees," Greg Mitchell, president and chief executive of
California National Bank, said.  "While PFF and the Inland Empire
are facing economic challenges, we see this market as 'a land of
opportunity' and look forward to working with PFF's employees,
community leaders and business owners in building for a stronger
tomorrow."

"After much thoughtful consideration, our board of directors
determined that this transaction is in the best interests of our
stockholders, creditors, customers and employees," Kevin McCarthy,
president and CEO of PFF Bancorp, said.  "PFF has a long and rich
history in the communities we serve and we believe that even
before the merger is completed we will benefit from the support
and financial resources of CalNational and FBOP.

"Together we will enhance our position in the region. Our shared
commitment to providing 'Customers First' service will result in
being the bank of choice in our communities today and into the
future,"  Mr. McCarthy added.

PFF Bancorp's board of directors has unanimously approved the
merger and has recommended that the company's stockholders approve
the transaction.  Certain directors and executive officers of the
company have signed agreements to vote their shares in favor of
the proposed merger.  These agreements apply to approximately
800,000 of the company's outstanding shares.

In addition, the company's financial advisor, Sandler O'Neill +
Partners L.P., provided a fairness opinion to the board that the
terms of the transaction are fair to PFF Bancorp's stockholders
from a financial point of view.

PFF Bancorp has agreed to certain covenants that will limit the
permitted activities of PFF Bancorp and its subsidiaries until the
consummation of the merger.  These covenants include, but are not
limited to, limitations on:

   -- declaring, making or paying dividends or making other
      capital distributions;

   -- incurring, issuing or rolling over debt, increasing any
      current lines of credit or guaranteeing the debt of any
      entity;

   -- entering into, renewing or revising any contractual
      arrangements related to compensation or benefits with any
      senior or executive officer; and

   -- otherwise engaging in transactions outside the ordinary
      course of the company's business.

Additionally, PFF Bancorp and the Bank have agreed to similar
limitations with the Office of Thrift Supervision and have agreed
not to take any such actions without the agency's prior approval,
including making any payments on existing debt.

Consummation of the merger transaction is subject to approval by
PFF Bancorp's stockholders and regulatory approval, well as the
satisfaction of other customary closing conditions.  Although it
cannot be assured, the transaction is expected to close by the end
of September 2008.

In connection with the transaction, Sandler O'Neill + Partners
L.P. is acting as financial advisor to PFF Bancorp and Wachtell
Lipton Rosen & Katz and Paul, Hastings, Janofsky & Walker LLP are
serving as legal counsel to PFF Bancorp.

PFF Bancorp also disclosed that it will be filing with the SEC
a Form 12b-25, Notification of Late Filing, in connection with
its Annual Report on Form 10-K for the fiscal year ended March 31,
2008.

The company stated that additional time is needed to finalize the
company's financial statements due to the fact that:

   (i) the company's management, internal finance and audit
       departments have been required to expend substantial time
       and effort in connection with identifying and negotiating
       potential recapitalization transactions which have
       generated additional demands on time and resources that
       otherwise would have been focused on completing and filing
       the Form 10-K; and

  (ii) an analysis of the company's capital and liquidity in light
       of execution of the definitive merger agreement has not yet
       been completed.

The company expects to file the Form 10-K within the 15-day
extension period.

The company expects to report in the Form 10-K a consolidated
provision for loan and lease losses of approximately $232 million
for the quarter ended March 31, 2008, resulting in a consolidated
net loss of approximately $204 million for the quarter.

The proposed private placement offering disclosed on June 5, 2008,
has been terminated in connection with the execution of the merger
agreement.

After completion of this merger, the consolidated entity expects
to maintain 106 offices spanning an area from southern Orange
County to Ventura and from Indio to the Pacific Ocean.

Security holders will be able to obtain free copies of the proxy
statement (when available) and other documents from the investor
relations portion of PFF Bancorp's website at
http://www.pffbancorp.com

        About FBOP Corporation and California National Bank

FBOP Corporation is a privately-held, multi-bank holding company
and operates community banks in California, Arizona, Texas and
Illinois.  FBOP Corporation and its affiliated banks are "well
capitalized" and hold total assets of $16.3 billion.

Headquartered in Los Angeles, California National Bank maintains
68 branches serving Los Angeles, Orange, Ventura, Riverside, and
San Bernardino Counties.

                       About PFF Bancorp Inc.

Hedaquartered in Rancho Cucamonga, California, PFF Bancorp Inc.
(NYSE:PFB) -- http://www.pffbancorp.com/-- is a diversified   
financial services company.  It conducts its business through its
wholly owned subsidiary, PFF Bank & Trust.  The company's business
also includes Glencrest Investment Advisors Inc., a registered
investment advisor.  Its market areas include eastern Los Angeles,
San Bernardino, Riverside and northern Orange counties.

                        Going Concern Doubt

As reported in Troubled Company Reporter on April 29, 2008,
Grant Thornton LLP, in Irvine, California, expressed substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007, and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.


PHOENIX FOOTWEAR: Secures $17MM Credit Facility from Wells Fargo
----------------------------------------------------------------
Phoenix Footwear Group Inc. entered into a new $17 million
revolving credit facility with Wells Fargo Bank.

The facility replaces the company's facility with Manufacturers
and Traders Trust company's which has been retired.  The new
facility, which is expandable to $20 million with the consent of
the lender, has $8.3 million in borrowings, net of cash,
outstanding as of June 16, 2008.

The new credit facility provides for interest at prime minus
0.25% or, LIBOR plus 2.4%, for an effective interest rate of 4.75%
based upon June 16's rates.

"We are very pleased with the improved terms of our new credit
facility, which reflects our continued balance sheet improvements
and provides additional flexibility to further grow our brands,"  
Cathy Taylor, Phoenix Footwear's chief executive officer, said.  

"It is gratifying that a well-regarded bank like Wells Fargo, with
its strong retail and apparel industry depth, has shown confidence
in our business during the current period of credit uneasiness,"
Ms. Taylor added.  "This credit facility puts our company's in a
stronger position to continue to pursue our strategic goals and
build value for our shareholders."

                About Phoenix Footwear Group Inc.

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,    
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                        Going Concern Doubt

As reported in Troubled company's Reporter on April 29, 2008,
Grant Thornton LLP, in Irvine, California, expressed substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007, and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.

The company has not requested a waiver for the respective defaults
and is in the process of replacing the existing facility with a
new lender.  If the company is not successful in refinancing the
existing facility through a new bank it will seek to refinance its
debt on new terms with its existing bank.  The company disclosed
that presently it has insufficient cash to pay its bank debt in
full.


PLASTECH ENGINEERED: Says Asset Sale Objections are "Premature"
---------------------------------------------------------------
Various parties-in-interest in Plastech Engineered Products and
its debtor-affiliates' Chapter 11 cases have objected to the
proposed sale of some of the Debtors' businesses.  Plastech, in
summary, replied that as of this time, their objections are
premature as they require the potential purchasers to designate
leases for assumption or assignment.

A. Lessors

In separate filings with the U.S. Bankruptcy Court for Eastern
District of Michigan, several of the Debtors' lessors including
(1) U.S. Bancorp Equipment Finance, (2) Welsh Romulus LLC (3)
Relational, LLC (4) Orix Financial Services, Inc., (5) Fifth Third
Bank (6) Epic Equipment & Engineering, Inc., (7) GMAC Commercial
Finance LLC (8) M&I Equipment Finance Company, and (9) American
Financial Leasing, object to the proposed sale of the Debtors'
business units and miscellaneous assets, and to the proposed
assumption or assignment of their executory contracts.

U.S. Bancorp opposes the Sale Motion in that it seeks to sell any
of the equipment under lease with the Debtors.  Orix shares this
concern, as according to David H. Ellenbogen, Esq., counsel to
Orix, at Wienner & Gould, P.C., in Rochester, Michigan, that the
proposed cure amounts are insufficient to cure the defaults to
Orix.

U.S. Bancorp is wary that the proposed sale protocol authorizes
the Debtors to assume and assign the Leases without properly
curing all arrearages remaining due under the Leases, and permits
the assumption and assignment of the Leases without providing it
any information as to whom the Leases may be assigned and whether
the assignee(s) can perform all obligations under the Leases.  

GMAC Commercial, along with Relational LLC and Welsh Romulus,
LLC, asserts that the Court should withhold approval of the
assumption and assignment until the Debtors are able to identify
the proposed assignee and provide them with the assignee's
financial statements, business plan and financial projections.  
Welsh Romulus is a party to an Industrial Lease Agreement with
debtor-affiliate LDM Technologies, Inc.,

Lisa S. Gretchko, Esq., counsel to U.S. Bancorp, at Howard &
Howard Attorneys PC, in Bloomfield, Michigan, relates that the
proposed order drafted by the Debtors contains greater details,
which are not otherwise discussed in the Sale Motion that may
adversely affect U.S. Bancorp's rights and remedies under the
Leases or modify a lessee's obligations under the Leases.

U.S. Bancorp points out that the Sale Order provides the Debtors
and Purchaser with rights and interests not provided under the
leases thereby allowing them, upon consummation of the sale, to
(x) allocate Assumed Leases to its affiliates, assignees and
successors, and (y) assign, sublease, sublicense, transfer or
dispose any of the Assumed Leases in its sole discretion,
including full and irrevocable right, title and interest in all
Assumed Contracts and Assumed Leases.  U.S. Bancorp, however,
asserts, this should not be until:

     * the Debtors cure all defaults under the Leases;
     * the Debtors have provided adequate assurance of future
       performance on the lease pursuant to Section 365(b)(1) of
       the Bankruptcy Code; and

     * the Leases are assumed pursuant to a Court order.

U.S. Bancorp adds that any future assignment by Purchaser after
entry of the sale order must comply with the Leases and Section
365, which provides for cure of all arrears and provide adequate
assurance of future performance.  

U.S. Bancorp further contends that the Sale Motion:

     * fixes the Cure Amounts prior to a hearing on the Contract
       Cure Motion and the related objections;

     * enjoins U.S. Bancorp from asserting any claims, liens,
       charges or interests against a Purchaser of a Lease
       arising after the assignment; and

     * limits the Purchaser's liabilities and obligations as
       successor or otherwise for obligations that the Purchaser
       assumed by way of its offer or under any assignment
       agreement executed for any of the Leases.

American Financial Leasing, Inc., M&I Equipment Finance Company
and Fifth Third Bank concur with U.S. Bancorp's objections.

B. Tooling and Molds Companies

Molds and tooling companies that fabricate molds for use in the
Debtors' operation, in separate filings with the Court, also
oppose the Sale Motion.  The dissenting mold companies include:

   (1) H.S. Die Engineering, Inc.,
   (2) Roush Manufacturing, Inc.,
   (3) Plastic Mold Technologies, Inc.,
   (4) PME Companies, Inc.,
   (5) Navistar, Inc.,
   (6) Radiance Mold & Engineering, Inc.,
   (7) Linear Mold & Engineering, Inc.,
   (8) Epic Equipment & Engineering, Inc.,
   (9) Jerry Ables Electric, Inc.,
  (10) Acord Holdings, LLC.

H.S. Die Engineering, Inc., assert that it should timely be
informed prior to hearing on the Sale Motion as to which
contracts the Successful Bidders intend to assume and assign upon
closing the Sale.  

Roush contends that the Sale Motion fails to specify whether its
Molds will comprise part of the assets sought to be sold under
the Sale Motion.  Navistar, on the other hand, seeks additional
assurances that its Tooling will not be considered assets of the
Debtors under any proposed sale.  Similarly, Plastic Mold, with
respect to its molds, and PME Companies, with respect to some
Tooling, seek to clarify inclusion of the tooling and mold in the
proposed sale.

While Roush seeks a payment mechanism as to the proceeds should
the tooling on which it has lien be sold, Epic seeks full payment
of its liens prior to the sale of the related Equipment on which
it asserts valid lien perfected pursuant to Moldbuiler's Lien
Act.  Roush, as well as Linear Mold, also seek that the Debtors
specify the value with respect to their objection to Roush's
claim.

Radiance Mold & Engineering, Inc., who asserted $330,600 for
aggregate claim on molds fabricated for the Debtors, points to a
disparity between the Debtors' motion and the proposed order with
respect to transfer of the lien to the proceeds of the sale.  
Jerry Ables Electric objects to sale, citing that the Debtors did
not (i) obtain JAEI's consent to the the proposed sale, or (ii)
provide adequate protection by attaching the sale proceeds to
JAEI's liens.

Acord Holdings, LLC, concurs with the points raised by Roush.

C. Taxing Authorities

Oakland County Treasurer, in California, which asserts a $110,970
claim, and the Hidalgo County, in Texas, ask the Court to direct
the Debtors' payment of their tax obligations.  Hidalgo County
further seeks that an escrow account be set up from the sales
proceeds for the 2007 and estimated 2008 taxes, for adequate
protection.

The Debtors operate employ approximately 1,400 workers at eight
plants in Ohio, Michael L. Stokes, Esq., Counsel for Amicus
Curiae, State of Ohio, relates.  Seven of the eight plants are
located in labor surplus areas, two thirds of the workforce are
from counties where 12.5% to 15.2% of the population live below
federal poverty level.

In this light, The State of Ohio asks the Court to inquire of the
Debtors about the Bidders' plans for continued operations at
Plastech plants in Ohio, and (ii) to approve sales to buyers that
would continue operations in current locations, over bids that
would close facilities and take jobs from workers.  

Should this not be feasible, the State asks, in the alternative,
to favor buyers whose plans maximize the prospect of employment
within the State of Ohio.

D. UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is the collective
bargaining representative of employees at 20 of the Debtors'
facilities.

Niraj R. Ganatra, associate general counsel to UAW, relates that
pursuant to a National Agreement effective until September 15,
2010 between the Debtors and UAW, the Debtors agreed that they
may not sell their assets to any party unless the buyer agrees to
hire existing workforce and assume the terms and conditions of
the National Agreement.  A full-text copy of the Agreement is
available for free at:  
  
              http://researcharchives.com/t/s?2e36

UAW asks the Court to condition approval of the sale of the
Debtors' Interiors and Exteriors Businesses, upon the purchasers'
assumption of the National Agreement, or in the alternative,
consensus for terms acceptable to both parties.

E. Other Parties-in-interest

Michael Stevenson, Trustee to the Chapter 7 estate of Advanced
EC, LLC, relates that the Debtors have in their possession
certain personal property owned by Advanced EC, aggregating
$320,000.  Advanced EC objects to the Debtors' Sale Motion to the
extent that they may sell any of the Personal Property, Mr.
Stevenson informs the Court.

James A. Schaffner, as Plan Administrator to O.E.M/Erie,Inc.,
party to a Sales and Commission Agreement with the Debtors,
contends that the Motion fails to provide executory contract
counter parties any information to make an informed determination
as to whether their rights are adequately protected.

General Binding Corp., a provider of certain custom and
proprietary metal stamping services in the operation of the
Debtors' stamping Units, relates that the Debtors have in their
possession certain GBC stamping equipment.  GBC is wary its
equipment may be commingled with the Debtors' assets or be
improperly included in the Sale; and asks the Court to
specifically exclude any of its property from the sale of the
proposed Sale.  With a similar concern, AmeriGas Propane L.P.
seeks that the Debtors acknowledge in writing that they are not
selling AmeriGas' tanks and storage vessels, which AmeriGas uses
in providing propane services to the Debtors.  AmeriGas also
seeks payment of cure amounts, adequate protection of future
performance by any assignee under the AmeriGas contract, and
reasonable notice of assumption or assignment to AmeriGas.  
Toyota Motor Credit contends that its agreement with the Debtors
prohibit assignment of the contract.

                        Debtors Talk Back

The Debtors relate they have notified parties-in-interest of
executory contracts and leases of the designation by the
Qualified Bidders with respect to contracts and leases they will
assume and assign.

The Debtors further relate that the objections raised by the
parties-in-interest are premature at this time and will be
addressed when a purchaser designates contracts or leases for
assumption and assignment.

Furthermore, according to the Debtors, upon request to counsel
and provided that the information will be kept confidential,
parties-in-interest will be provided information sufficient to
examine the financial condition of the Bidders.

The Debtors will present facts at the June 18, 2008 hearing to
establish the financial wherewithal of the Proposed Purchasers.

In response to the tooling objections, the Debtors relate that
the proposed Sale to the Stamping Bidder, the Interiors Bidder
and the Exteriors Bidder contemplate valid molding and tooling
liens will "ride through" the Sales and remain with the tooling
or molding upon which the liens are asserted.  Pursuant to Asset
Purchase Agreements on the Stamping, Interiors APA and the
Exteriors Business Units, valid tooling liens will either be (i)
paid by the applicable Proposed Purchaser pursuant to the
applicable purchase order on the tooling and molding, or (ii)
paid by the applicable original equipment manufacturer customer
pursuant to the procedures in the Tooling Procedures Motion, upon
Court approval of the motion.

Following the closing date(s) of the Stamping APA, the Interiors
APA and the Exteriors APA, tooling and molding that are not yet
subject to PPAP2 and are subject to a valid lien will be paid in
the normal course of business and pursuant to the terms of the
applicable purchase order, i.e., an OEM Customer will pay the
applicable Proposed Purchaser following PPAP, and the applicable
Proposed Purchaser will then pay the applicable tooling
or molding vendor, including the objecting parties, to the extent
applicable.

Additionally tooling or molding that has been previously subject
to PPAP but the tooling or molding vendor has not yet received
payment under the applicable purchase order will be paid pursuant
to the proposed Tooling Procedures as approved by the Court.  By
the Tooling Procedures Order the Debtors and the OEM Customers
propose that the OEM Customers will pay valid liens on tooling or
molding that has been previously subject to PPAP, whether or not
the Customers have previously paid the Debtors for the tooling
and molding.

Accordingly, the Debtors clarify that the Liens asserted by the
Objecting Parties are not affected by the proposed Sales.

                     About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/            
or 215/945-7000)


POPE & TALBOT: Ch.7 Trustee's $31 Mil. Halsey Sale Plea Approved
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized George Miller, the Interim Trustee of the Chapter 7
proceedings of Pope & Talbot Ltd. and its debtor-affiliates, to
sell the Debtors' Halsey Assets to Halsey Pulp, LLC, a subsidiary
of Wayzata Investment Partners, for $31,500,000, pursuant to an
asset purchase agreement dated June 11, 2008, free and clear of
all liens.  The sale is proposed to close no later than June 20,
2008.

The Court approved the Debtors' proposed Bidding Procedures for
the sale of their Halsey Pulp Mill and the Halsey Chlorine Dioxide
Plant or Halsey CLO2.  The Debtors agreed to file the Halsey
Assets Procedures Motion as part of an agreement for the continued
use of cash collateral that was designed to secure their mills to
the best extent possible.  Upon his appointment as Chapter 7
Trustee, Mr. Miller did not withdraw the Debtors' Halsey Assets
Procedures Motion but took over the sale process.  

Pursuant to the Bid Procedures Order, Mr. Miller held an auction
for the Halsey Assets on June 3, wherein he received five
qualified bids for the Halsey Assets from: (i) Ableco Financial
LLC; (ii) Georgia-Pacific GmbH; (iii) Pacific West Commercial
Corporation; (iv) Halsey Pulp, LLC; and (v) James Harding
Products Inc.  Ableco Finance emerged as the highest Successful
Bidder, whose bid was disclosed at $24,000,000.  Halsey Pulp was
the next highest Qualified Bid.

Wells Fargo Financial Corporation, the DIP Lenders'
administrative agent informed the Court on June 5 that it would
not consent to Ableco's $1,000,000 bid for the Halsey Assets
inventory to be free and clear of the liens granted under the DIP
Credit Agreement.  To resolve Wells Fargo's potential objection
to its Successful Bid, Ableco agreed to increase its bid by an
additional $2,000,000 in cash, to allocate $3,000,000 for the
Purchased Inventory, without offset or deduction.  With that sale
provision in place, Wells Fargo subsequently consented to
Ableco's new bid.  Wells Fargo also maintained that any Sale
Approval Order and any Auction Back-up Bid should provide that it
be paid not less than $3,000,000 in cash for the Purchased
Inventory, without deduction or offset at the closing of the
Sale.  

By virtue of a June 6, 2008 request by James Hardie, Mr. Miller
decided to reopen the Auction on June 9 to allow increased bids
from certain qualifying bidders who participated in the June 3
Auction.  Mr. Miller determined that it was in the best interests
of the Debtors to reopen the Auction.  Mr. Miller invited each
Qualifying Bidder, Wells Fargo, and counsel to the United Steel,
Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union to participate
at the Reopened Auction.

The United Steelworkers Union objected to reopening the Auction,
asserting that it would eliminate a memorandum of agreement it
executed with Ableco right after the June 3 Auction.  The USW
members had ratified the MOU, which would have been the basis of
a collection bargaining agreement between the parties.

Subsequently, at the Reopened Auction, Halsey Pulp made the
highest and best qualified bid for $31,150,000, with James Hardie
emerging as the back-up bidder for $31,000,000.  The Halsey Pulp
bid is comprised of $3,000,000 for the Halsey Assets Inventory
and $28,150,000 for the remaining Assets.  

The Court-approved Halsey Pulp APA also provides, among other
things, that:

   (a) Halsey Pulp will purchase, apart from the Halsey Assets
       and its Inventory, among others, all assigned contracts,
       franchises, warranties and causes of action;

   (b) Mr. Miller will not sell to Halsey Pulp certain excluded
       assets, including the purchase price bank account, all
       cash and cash equivalents, the receivables, finished
       goods, any rights to tax refunds, intercompany loans and
       promissory notes, any assets relating to employee plans,
       and assets not located on the Owned Real Property;

   (c) The Purchase Price is broken down as:

       * $1,700,000 in deposit to Mr. Miller;

       * the amount, required to be withheld for the conveyance
         of owned real property, will be deposited with Fidelity
         National Title Insurance Company, to permit it to remit
         the needed amount of Oregon Withholding Sum to the
         Oregon Department of Revenue;

       * cure costs not exceeding an aggregate sum of $400,000,
         will be paid to the applicable counterparties of the
         applicable Assigned Contracts; and

       * the Purchase Price less the Deposit, the Oregon
         Withholding Sum, the Cure Costs and the Cure Costs in
         excess of the Cure Costs Purchase Price Reduction Limit,
         will be paid by completed wire transfer to the Purchase
         Price bank account on the Closing Date.

   (d) Halsey Pulp will assume the Debtors' liabilities or
       obligation except, among other things:

       * all excluded taxes;

       * all accounts payable, any environmental liabilities and
         any liabilities arising under any employment plans; and

       * the Debtors' obligations under the Halsey APA and the
         ancillary agreements and any expenses incurred by Mr.
         Miller in the execution of the agreements.

The Halsey APA and any related documents, including the ancillary
agreements may be modified, amended or supplemented by the
Parties in accordance to the Sale Order provided that doing so
will have no material adverse effect on the Debtors' estates or
their creditors, and notice is provided to the parties-in-
interest with respect to material modifications.

A full-text copy of the Halsey Pulp Asset Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?2e2e

The liens and security interests of the Debtors' DIP Lenders and
Prepetition Lenders will attach to the proceeds of the Halsey
Asset Sale with the same priority, validity, force and effect as
interests existed with respect to the Halsey Assets and Inventory
immediately prior to the Sale Closing.  

Upon the Sale Closing, Mr. Miller will immediately distribute the
Purchase Price, less any escrow or adjustments provided in the
Halsey APA and normal and customary costs and expenses of the
Sale Closing, as:

    (a) the $3,000,000 of the cash portion of the Purchase Price
        allocable to Inventory to Wells Fargo for the benefit of
        the Revolving Lenders; and

    (b) the remaining portion of the Purchase Price will be
        distributed to Ableco Finance for the benefit of the Term
        Loan Lenders.  

The Court held that alleged liens of Linn County, Oregon and
Multnomah County, Oregon, will attach to the proceeds of the
Halsey Assets Sale with the same priority, validity, force and
effect as the Liens existed prior to the Closing Date.  The
Oregon Counties' alleged secured tax claims will be paid by Mr.
Miller from the Purchase Price at Closing. The ad valorem real
and personal property taxes of the Oregon Counties for 2008-2009
tax year will be prorated between Halsey Pulp and Mr. Miller at
Closing, and Halsey Pulp will pay the Taxes when due and payable.

Halsey Pulp is not and will not be considered a continuation of
the Debtors' business, the Court clarified.

              Assumption and Assignment of Contracts

The Chapter 7 Trustee is authorized to assume certain Contracts
related to the Halsey Assets and assign them to Halsey Pulp, upon
the Sale Closing.  Halsey Pulp is entitled to excluded any one or
more of the Assigned Contracts along with the permits and
licenses at any time prior to the Sale Closing.  Any Assigned
Contract or permit and license identified as excluded contract
will not be an Assigned Contract without further Court approval.  

As of the Sale Closing, each assumed Assigned Contract will be in
full force and effect and enforceable against the non-debtor
party in accordance with the Assigned Contract's terms and
conditions.  As no approval or consent from any third party is
required to effectuate assumption and assignment of the Assigned
Contract, each counterparty is forever barred from asserting
against Mr. Miller, the Debtors' estates, and Halsey Pulp any
default existing on the Closing Date.

With respect to a Winthrop Resources Corporation equipment lease,
the court did not authorize Mr. Miller to assume and assign
to Halsey Pulp or any other party any of the Equipment without
further Court approval.  Winthrop did not consent to the
assumption of the Lease, and asserted that if Mr. Miller did
this, it would constitute an event of default under the Lease.

All objections to the Sale Order that have not been withdrawn,
waived, adjourned, resolved or otherwise settled are deemed
overruled.

A full-text copy of the Halsey Assets Sale Order is available for
free at http://ResearchArchives.com/t/s?2e2d

Prior to the Sale Order, seven parties informed the court
that the cure notice served by Mr. Miller in connection with the
assumption and assignment of contracts included in the Halsey
Assets Sale asserted incorrect cure amounts.  The Objecting
Parties maintained that the appropriate Cure Amounts are:

                                         Proposed     Asserted
   Party                               Cure Amount   Cure Amount
   -----                               -----------   -----------
   James River Company, Inc. and           $16,600   $1,209,325
   James River Paper
   Corporation of Virginia

   Canexus US Inc.                         125,138      223,137

   Winthrop Resources Corporation           22,148      181,753

   Basic Chemical Solutions, LLC                 0      174,647

   James Hardie Building Products, Inc.          0      104,807

   Toyota Motor Credit Corporation           6,969       14,238

                     Canadian Proceedings

PricewaterhouseCoopers Inc., the Monitor and Receiver for the
Canadian Debtors' estates, sought and obtained the authority of
the Supreme Court of British Columbia in Bankruptcy and
Insolvency to put the sale of the Halsey Assets under the sole
jurisdiction of the Bankruptcy Court in the U.S. Debtors' Chapter
7 proceedings.

                      About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POPE & TALBOT: Ch. 7 Trustee Taps Cozen O'Connor as Counsel
-----------------------------------------------------------
George L. Miller, the Interim Trustee of the Chapter 7 proceedings
of Pope & Talbot Ltd. and its debtor-affiliates, asks the United
States Bankruptcy Court for the District of Delaware for authority
to employ Cozen O'Connor as its counsel.

Mr. Miller intends to hire Cozen O'Connor as his general
bankruptcy counsel because the firm is a nationally recognized,
full-service firm with bankruptcy and litigation capabilities.

As the Chapter 7 Trustee's general bankruptcy counsel, Cozen O'
Connor will:

   (a) advise and consult with Mr. Miller concerning questions
       arising in the conduct of the administration of the
       Debtors' estates and Mr. Miller's rights and remedies with
       regard to the estates' assets and the claims of secured,
       preferred and unsecured creditors and other parties-in-
       interest;

   (b) appear for, prosecute, defend and represent Mr. Miller's
       interest in motions, contested matters, adversary actions,
       suits, and other proceedings arising in or related to this
       case;

   (c) investigate and prosecute actions, if any, arising under
       Mr. Miller's avoiding powers; and

   (d) assist in the preparation of pleadings, motions, notices
       and orders as are required for the orderly administration
       of the estate.

As Mr. Miller's counsel, Cozen O'Connor's professionals will be
paid its customary hourly rates:

          Title                             Hourly Rate
          -----                             -----------
          Senior Members                        $580
          Junior Members and Associates     $375 - $395
          Paralegals                            $210

As of Mr. Miller's appointment as Chapter 7 Trustee, Cozen
O'Connor, at Mr. Miller's direction, has commenced work on
certain of the Debtors' issues including the Cash Collateral
Motions and the Halsey Assets Sale.

John T. Carroll, Esq., at Cozen O'Connor, discloses that his firm
does not hold nor represent any interest adverse to the Debtors'
estates, and is a disinterested person as the term is defined
under Section 101(14) of the Bankruptcy Code.

                      About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POWER EFFICIENCY: Posts $888,156 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Power Efficiency Corp. reported a net loss of $888,156 on revenues
of $133,695 for the first quarter ended March 31, 2008, compared
with a net loss of $921,743 on revenues of $36,615 in the same
period last year.

The increase in revenues is mainly attributable to an increase in
sales in the elevator and escalator market segment.  

At March 31, 2008, the company's balance sheet showed $7,083,024
in total assets, $511,540 in total liabilities, and $6,571,484 in
total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2e1f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Livingston, N.J.-based Sobel & Co., LLC, expressed substantial
doubt about Power Efficiency Corporation's ability to continue as
a going concern after the firm audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm  
pointed to the company's recurring losses from operations and
deficiency of cash from operations.

                   About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a green energy company  
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15-35% in appropriate applications.


PRC LLC: Bank of America, et al. Oppose Plan of Reorganization
--------------------------------------------------------------
Six parties oppose the confirmation of PRC LLC and its debtor-
affiliates' Joint Plan of Reorganization:

      1. Bank of America, N.A.
      2. IAC/InteractiveCorp
      3. BGTX Project, L.P.
      4. A&E Partners Holding, LLC
      5. A&E Partners Holding I, LLC
      6. Sally Duran

On behalf of the Bank of America, Howard B. Levi, Esq., at Levi
Lubarsky & Feigenbaum LLP, in New York, told the U.S. Bankruptcy
Court for the Southern District of New York that the provisions of
the relevant agreements BofA entered into with Debtor PRC LLC --
the Hedge Agreement, the Credit Agreement, the Security Agreement
and the Intercreditor Agreement -- when read together and in
context, make clear the parties' intention that PRC's obligations
to BofA under the Hedge Agreement should be accorded the same
status as PRC's obligations to BofA under the Credit Agreement.

Accordingly, in terms of classification and recovery under the
proposed Plan, the Credit Agreement BofA Claim and the Hedge
Agreement BofA Claim should both be treated as Class 4 Allowed
Prepetition First Lien Claims, Mr. Levi argues.  "Both types of
claims are of the same priority and have a security interest
against the same property of [the] Debtors.  Thus, separate
classification is impermissible under Section 1122(a) of the U.S.
Bankruptcy Code," he avers.  

However, BofA complains that the proposed Plan fails to treat its
Hedge Agreement $2,488,218 Claim the same as its Credit Agreement
Claim.  

"Because the proposed Plan treats one claim as a Class 4 Allowed
Prepetition First Lien Claim with an estimated recovery of
67-73.7%, and the other claim as a Class 6 General Unsecured
Claim with an estimated recovery of only 4-8%, the Plan
misclassifies claims, in violation of Section 1122(a), and fails
to treat similarly situated claim holders equally, in violation
of Section 1123(a)(4)," Mr. Levi asserts, "and should therefore
not be confirmed by the Court for failure to comply with
Section 1129(a)(1), which provides that a plan of reorganization
may be confirmed only if the plan complies with the applicable
provisions of the Bankruptcy Code."

BofA contends that the Plan should only be confirmed if it is
amended to afford Class 4 Claim treatment to its Hedge Agreement
Claim.

IAC/InterActiveCorp, for its part, asserts that the Plan cannot
be confirmed because it discriminates against IAC in violation of
the requirement of Section 1123(a)(4) that each claim in a class
must receive the same treatment.  Specifically, the Plan seeks to
exclude IAC from the definition of a "Trade Creditor" even though
IAC holds a general unsecured claim with similar legal rights to
the claims that are held by so-called "Trade Creditors," Janet M.
Weiss, Esq., at Gibson, Dunn & Crutcher LLP, in New York, says.

Unequal treatment, Ms. Weiss notes, is not limited to receiving a
smaller percentage distribution on account of claims; it also
includes other treatments, including the requirement that
a creditor provide greater consideration for the same
distribution under a plan.  In the case of IAC, Ms. Weiss points
out that the unequal treatment does not result from the
percentage payment of IAC's claim, rather it results from
the Debtors' waiver of preference claims against all providers of
goods and services in the ordinary course of their business other
than IAC -- where the Debtors did absolutely no analysis of the
legal rights of the so-called Trade Creditors' claims, and where
the Debtors based their discriminatory treatment on the identity
of the holder of the claim.

IAC maintains that the Debtors have not identified and cannot
identify any legitimate basis for providing a less favorable
treatment to its trade claim.

John P. McNicholas, Esq., at DLA Piper US LLP, in New York, on
behalf of BGTX Project, contends that, under the Plan:

   -- the Debtors failed to establish that they have adequate
      funds for administrative claims;

   -- although the Debtors concede that the 4-8% recovery will be
      reduced by the amounts paid for claims arising under
      executory contracts, they failed to disclose the magnitude
      of those rejection claims.  Given that the claims bar date
      has passed, they should at least have a projection.

"Without these crucial information, the Debtors have failed to
establish that their estates are not administratively insolvent
and that their Plan is feasible," Mr. McNicholas emphasizes.

To note, PRC entered into a commercial lease with BGTX for
certain office space in Carrolton, Texas, in January 2007.  With
the Court's consent, BGTX is about to reject the Lease effective
July 31, 2008.  BGTX has filed an amended rejection damages for
$1,756,962.  PRC remains in possession of the Premises and
continues to use BGTX's property and thus, will receive the
benefit of using BGTX's Premises through July 31.  As a result,
BGTX relates that it will be asserting an administrative claim
from PRC's continued use and occupancy of the Premises.

Mr. McNicholson adds that the Plan permanently enjoins actions
against non-debtor without giving creditors any other means to
pursue those claims.  "On its face, the Plan's release is a
provision tailored to protect the Debtors' insiders, at the
expense of its non-insider creditors," he says.

A&E Holding and A&E Holding I are lessors of the Debtors'
property in Cutler Ridge, Florida.  A&E relates that PRC has not
paid tax assessments relating to the Cutler Ridge Premises in
March 2008, which failure to pay taxes can constitute a breach
under the parties' Lease Agreement.  On June 2, 2008, the Debtors
relates that they intend to assume the A&E Lease and list the
cure amount at $299,334.

A&E says the proposed assumption should not be approved unless
and until the Debtors can demonstrate that they will pay the full
amount of the arrearages under the Lease as well as pay all taxes
that have accrued since January 2008.

Sally Duran asks the Court to rule that her claim will be payable
at nothing less than 100% of her allowed claim.  Otherwise,
Ms. Duran retains the right to proceed with her litigation with
the Debtors in the U.S. District Court for the District of
Colorado regardless of the Debtors' status in bankruptcy.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Reaches Agreement with DIRECTV on Asset Purchase
---------------------------------------------------------
PRC LLC and its debtor-affiliates reached an agreement with
DIRECTV Inc. that allows DIRECTV to purchase the Debtors'
leasehold on their Huntington call center.

The Debtors leased a call center in Huntington, West Virginia so
that they can provide certain services to DIRECTV, Inc., and its
affiliates.  After the bankruptcy filing, DIRECTV Customer
Services, Inc., an affiliate of DIRECTV Inc. indicated its
interest in acquiring the Debtors' leasehold on the Huntington
Facility, including certain equipment and other personal property
in the premises.

After engaging in significant, arm's-length negotiations, the
Debtors and DIRECTV Customer Services reached an agreement on an
Asset Purchase Agreement, the salient terms of which are:

   (a) The Debtors will assume the Huntington Facility lease and
       assign the lease to DIRECTV Customer; and will be
       responsible for any cure costs associated with the
       assumption and assignment of the Lease to DIRECTV
       Customer, upon approval of the Court and upon closing by
       June 30, 2008.

   (b) DIRECTV Customer Services will purchase the Debtors'
       assets in the Huntington facility for $0.20 per dollar of
       the assets' book value.

   (c) DIRECTV Customer Services may interview and hire the
       Debtors' employees at the Huntington Facility, who, if
       hired by DIRECTV Customer Services, will be compensated
       according to a tiered-rate schedule ranging from $1,000
       to $2,500 per employee based on the number of employees
       ultimately hired by the DIRECTV Customer Services.

   (d) The minimum total consideration to the Debtors under the
       Purchase Agreement is $450,000.

A full-text copy is of the DIRECTV Purchase Agreement available
at http://researcharchives.com/t/s?2e13

If the Sale Closing does not occur by June 30, either party may
terminate the Purchase Agreement, the Huntington Lease will be
rejected pursuant the Debtors' Joint Plan of Reorganization.  

The DIRECTV Agreement provides the potential for substantial
benefits and value to the estates and should be approved, Alfredo
R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas,
asserts.  Additionally, he notes, on April 23, 2008, the Debtors
already issued a 60-day notice to their Huntington employees
pursuant to the Worker Adjustment and Retraining Notification
Act.  The APA provides an excellent opportunity of employment for
the 550 individuals who would otherwise be displaced by changed
circumstances, Mr. Perez says.

Robert Mercer, a director of public relations for DIRECTV, told
Jean Tarbet Hardiman of Herald-Dispatch.com that DIRECTV hopes to
close the purchase after approval by the Court.  "The purchase
price varies depending on how many employees accept employment
with DIRECTV, but a rough estimate is about $1.5 million total
consideration," Mr. Mercer said in the report.  DIRECTV intends
to hire nearly all of the Debtors' employees at the Huntington
facility and expects to finalize the purchase by June 30.   

                      2205 Fifth LLC Responds

2205 Fifth, LLC, a lessor of the Huntington Facility, complains
that the Debtors failed to meet two requirements under Section
365 of the Bankruptcy Code:

   -- Cure of defaults, and

   -- Absence of sufficient information about the proposed
      transaction to provide adequate assurance of future
      performance by assignee.

Charles I. Jones, Jr., Esq., at Campbell Woods, PLLC, in
Charleston, West Virginia, contends that in violation of the
terms of the Lease, the Debtors has allow a significant number of
maintenance failures to remain.  The Debtors should cure those
maintenance matters before the effective date of the assignment
of the Huntington Facility, he asserts.

Mr. Jones also points out that the Debtors seek to assume and
assign the Lease to DIRECTV Customer Services, but does not
provide any evidence of the financial status of the proposed
assignee.  "Thus, the Debtors have not met their burden of
providing adequate assurance of future performance," he says.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Files Supplements to Joint Ch. 11 Plan of Reorganization
-----------------------------------------------------------------
PRC LLC and its debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York supplements to their
Joint Plan of Reorganization on June 2, 2008.  The Supplements
consist of:

1. A list of the Initial Board Members for the Reorganized   
   Debtors, which include:

      * Tiffany Kosch of Bayside Capital
      * Thomas McDonnell of Babson Capital Management
      * Charles Tauber of Silver Point Capital
      * Jerry McElhatton, the Debtors' current chief executive
        officer

   Details of the Initial Board Members' qualifications are
   available for free at:        

              http://researcharchives.com/t/s?2e14

   An additional manager will be nominated to the Board by   
   holders of Class B membership interests.

2. A list of the Initial Officers for the Reorganized Debtors,
   which include:

      * Jerry McElhatton as chief executive officer
      * Sean Minter as chief operating officer
      * Robert Gary as chief financial officer and secretary

3. Various organizational documents for the Reorganized Debtors,
   which include:

   * a draft of the Limited Liability Company Agreement of
     Holdings, LLC, a copy of which is available for free at:
     http://researcharchives.com/t/s?2e15
   
   * a draft of the Limited Liability Company Agreement of  
     Intermediate Holdings, LLC, a copy of which is available
     for free at:

               http://researcharchives.com/t/s?2e16

   * the Articles of Organization of PRC, LLC

   * the Articles of Organization of PRC B2B, LLC

   * the Articles of Incorporation of Access Direct
     Telemarketing, Inc.

   * the By-laws of ADT Acquisition Corporation

   * the Certificate of Incorporation of Precision Response of
     Pennsylvania, Inc.

4. The 2008 Management Incentive Plan, which is established for
   the plan period commencing on the Effective Date of the
   company's Plan of Reorganization and ending on December 31,
   2008.

   The Incentive Plan applies to eligible, regular, full-time
   employees of PRC LLC and its subsidiaries who were employed by
   the company on the Plan Effective Date.  It is based on two
   tiers:

   * Tier 1 -- This incentive scheme applies to employees holding
     vice president or higher senior positions who worked full-
     time for at least 90 days the Plan Period (i) who have
     annual salary of at least $150,000, or (ii) whom the company
     designates in writing for inclusion in the Plan.  

     The Board will designate Tier I-A and Tier I-B participants,
     and will establish target levels of operating cash flow for
     the Plan Period based on (x) minimum acceptable operating
     cash flow, and (y) target cash flow.

     By February 15, 2009, the Board will determine and declare
     incentive payments, based on each Tier I participant's base
     salary according to:

        * pay-out based on company's operating cash flow,
        * pay-out based on individual's achievement of goals, and
        * Pay-out based at Board's discretion.

                      Pay-out based on
                Company's operating cash flow
                -------------------------------
                              Above               Pay-out
                             minimum              based on   
                Below       acceptable   Target  individual  Pay-out at
                minimum        but         or    achievement Board's
     Tier       acceptable  below target above    of goals    discretion
     --------   ----------  ------------ ------  ----------- -----------
     Tier I-A        0%        2.50%      5.00%  0% to 5.00%  0% to 15%
     Tier I-B        0%        1.67%      3.34%  0% to 3.33%  0% to 10%
     =======    ==========  ============ ======  =========== ===========

     * Tier II -- This incentive payment scheme applies to
       employees who worked full-time for an entire plan quarter
       and are employed on the payment date as (i) directors,
       (ii) vice president whose salary is less than $150,000, or
       (iii) other senior management employees specifically
       designated by the Board for inclusion in the Incentive
       Plan.  

       The Board will establish target levels for the third
       quarter from July to September 2008, and fourth quarter
       from October to December 2008.

       By February 15, 2009, the Board will determine and declare
       incentive payments to Tier II Participants based on these
       criteria:


                                                  Above Min.
                                      Below Min. Acceptable   Target
        Tier                          Acceptable Below Target & Above
        --------                      ---------- ------------ -------
        II-A salary above $120,000         $0        $2,000    $4,000
        II-B salary $80,000 to $119,999     0         1,500     3,000
        II-C salary below $80,000           0         1,000     2,000
  
   A copy of the summary of the Management Incentive Plan is
   available for free at:

              http://researcharchives.com/t/s?2e17

5. A list of the executory contracts to be assumed under the
   Plan, a copy of which is available at no charge at:
      
              http://researcharchives.com/t/s?2e18

6. A list of the unexpired leases to be assumed under the Plan, a
   copy of which is available for free at:

              http://researcharchives.com/t/s?2e18

7. The material terms of a post-confirmation Second Lien Facility
   Facility, which include:

      Borrower:    Reorganized PRC LLC     

      Guarantors:  PRC's subsidiaries & immediate holding company

      Purpose:     Effective as of the Closing Date, $40 million
                   of Allowed Prepetition First Lien Claims will
                   constitute terms loans outstanding under the
                   Second Lien Facility, and each Lender will be
                   deemed to have been made, on the Closing Date,
                   a term loan to PRC in the principal amount
                   equal to that Lender's pro rata portion of the
                   Second Lien Facility.

      Lenders:     Prepetition First Lien Lenders

      Loan Amount: Second lien secured term loan in the aggregate
                   principal amount of $40 million

      Maturity:    Fourth anniversary of the Closing Date

   A copy of other material terms of the Second Lien Facility is
   available for free at:

              http://researcharchives.com/t/s?2e19

8. A summary of the terms of Unsecured Notes to be issued by
   Panther/DCP Intermediate Holdings, LLC, a copy of which is
   available for free at:

              http://researcharchives.com/t/s?2e1a

   The Unsecured Notes will be in an aggregate principal amount
   of $40 million.

9. The material terms of Warrants to be given to Allowed
   Prepetition Second Lien Claimants, a copy of which is
   available for free at:

              http://researcharchives.com/t/s?2e1b

10. The material terms of an Exit Facility, which include:

      Borrower:    PRC LLC

      Guarantors:  PRC's subsidiaries & immediate holding company

      Purpose:     Loan proceeds will be used to repay the DIP
                   Credit Agreement dated March 2008 and to pay
                   fees and expenses associated with the First
                   Lien Credit Agreement.

      Lenders:     Silver Point Finance, LLC
                   Babson Capital
                   Bayside Capital

      Loan Amount: (1) A senior secured term loan of ________

                   (2) A revolving credit facility of up to
                       $20 million

                   At PRC's option, up to $30 million of the
                   Revolving Facility may be made available for
                   the issuance of letters of credit by an
                   issuing bank to be agreed

      Maturity:    Third Anniversary of the Closing Date

The confirmation hearing for the Plan is set for Thursday, June
19, 2008.

                           About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PREMIER PROPERTIES: Bankruptcy Case Converted to Chapter 7
----------------------------------------------------------
The Hon. Basil Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana approved a motion to convert the
chapter 11 case of Premier Properties USA Inc. to a chapter 7
liquidation proceeding, IndyStar's Jeff Swiatek reports.

The Court subsequently appointed a federal trustee to oversee the
liquidation of the Debtor's assets, the report says.

IndyStar comments that there is little left of the real estate
developer established by Christopher P. White in 1993.  Debtor's
counsel, William J. Tucker, Esq., told IndyStar that his client's
offices in Indianapolis are locked.

According to IndyStar, the Debtor has $32.6 million in debts and
$2.3 million in assets, mostly receivables and furniture.

The report relates that creditors have seized most of the Debtor's
malls.

Henry A. Efroymson, Esq., who represents creditor, Dominion
Capital Management of Atlanta, had told Judge Lorch that computers
at the Debtor's offices were gone and might no longer be
accessible to the trustee, IndyStar says.

Mr. Tucker asserted that he is not aware of "taking or hiding or
removing" with regards to company information and records,
IndyStar notes.  He continued that Mr. White took the computers
that personally belonged to him.  He assured that company
information has a backup copy and is available, IndyStar reports.

                     Wachovia Foreclosure Suit

As reported in the Troubled Company Reporter on March 18, 2008,
Premier Properties USA is facing an $80 million foreclosure suit
filed by Wachovia Bank with the Butler County Common Pleas Court
late last month.

In January 2008, Wachovia declared Premier in default of a
construction loan related to Premier's Bridgewater Falls Shopping
Center in Hamilton, Ohio, and sought immediate payment.

                     About Premier Properties

Indianapolis-based Premier Properties USA Inc. --
http://www.ppusa.com/-- is founded in 1993 and holds about $1  
billion in real estate projects that are currently under
development.  Premier is the developer of Bridgwater Falls
Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,   
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  William J. Tucker,
Esq., represents the Debtor.  When it filed for bankruptcy, the
Debtor reported estimated assets and debts between $1 million and
$10 million.


PREMIER PROPERTIES: Allegedly Non-Cooperative to Case Trustee
-------------------------------------------------------------
James T. Young, Esq., counsel to Philip F. Boberschmidt, case
trustee in the chapter 7 case of Premier Properties USA Inc. told
the U.S. Bankruptcy Court for the Southern District of Indiana
that Premier officials have attempted "to run a paperless
operation," Cory Schouten of Indianapolis Business Journal says.

Mr. Boberschmidt intends to hold a public sale of the Debtor's
remaining assets, which are mostly office furniture, IBJ reports.  
The case trustee, IBJ comments, is "struggling" to get a hold on
the Debtor's other assets.  According to the report, Mr. Young was
"hesitant" to reply when asked by Judge Basil Lorch III whether
the Debtor and its founder, Christopher P. White were cooperative
or not.

According to Mr. Young, Mr. White is keeping at his home two
servers and a hard drive that contain information on the Debtor,
IBJ reveals.  Mr. Young added that other Premier staff are keeping
some of the computers, the report says.

IBJ relates that most of the office furniture for sale are kept in
the Echelon building near 82nd Street and Allisonville Road, the
former office of Premier.  Christy's of Indiana Inc. will handle
the auction, IBJ says.  The auction date is yet to be established,
the report adds.

                     Wachovia Foreclosure Suit

As reported in the Troubled Company Reporter on March 18, 2008,
Premier Properties USA is facing an $80 million foreclosure suit
filed by Wachovia Bank with the Butler County Common Pleas Court
late last month.

In January 2008, Wachovia declared Premier in default of a
construction loan related to Premier's Bridgewater Falls Shopping
Center in Hamilton, Ohio, and sought immediate payment.

                     About Premier Properties

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/  
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,   
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  William J. Tucker,
Esq., represents the Debtor.  When it filed for bankruptcy, the
Debtor reported estimated assets and debts between $1 million and
$10 million.


PREMIER PROPERTIES: Founder Faces Fraud and Felony Charges
----------------------------------------------------------
Christopher P. White, founder of bankrupt Premier Properties USA
Inc., was charged Monday with fraud and theft purportedly
committed in January 2008, Indianapolis Business Journal relates.

Mr. White, based on the allegations of Marion County Prosecutor
Carl J. Brizzi, committed fraud on a financial institution, check
fraud and theft -- all class C felonies relating to a $500,000 bad
check, IBJ reports.  According to the report, Mr. White then
deposited the bad check at The National Bank of Indianapolis.

Mr. Brizzi alleged that Mr. White draw the check on account at JP
Morgan Chase, the balance of which is never more than $1,000, IBJ
says.

An initial hearing on the case is set later this week, IBJ
reports, citing Matthew Symons, spokesman for the prosecutor's
office.  Mr. Symons refused to further disclose details on the
matter, IBJ adds.

State witnesses include bank officials and Premier's controller,
Christi Minars, IBJ notes.

                     Wachovia Foreclosure Suit

As reported in the Troubled Company Reporter on March 18, 2008,
Premier Properties USA is facing an $80 million foreclosure suit
filed by Wachovia Bank with the Butler County Common Pleas Court
late last month.

In January 2008, Wachovia declared Premier in default of a
construction loan related to Premier's Bridgewater Falls Shopping
Center in Hamilton, Ohio, and sought immediate payment.

                     About Premier Properties

Indianapolis-based Premier Properties USA -- http://www.ppusa.com/  
-- is founded in 1993 and holds about $1 billion in real estate
projects that are currently under development.  Premier is the
developer of Bridgwater Falls Shopping Center, --
http://www.shopbridgewaterfalls.com/-- a 635,000-square-foot,   
open-air "power village" center off Ohio Bypass 4 and Princeton
Road in Hamilton, Ohio.  Target, Dicks Sporting Goods, JCPenney,
Best Buy, Old Navy, TJ Maxx, Bed Bath & Beyond, Books-A-Million,
Michaels and PetSmart are some of Bridwater Falls' tenants.  
Additionally, the village at Bridgewater Falls, further enhances
the center's draw with fashion shops, restaurants and
entertainment features.

The Debtor filed for chapter 11 bankruptcy protection on April 23,
2008 (Bankr. S.D. Ind. Case No. 08-04607).  William J. Tucker,
Esq., represents the Debtor.  When it filed for bankruptcy, the
Debtor reported estimated assets and debts between $1 million and
$10 million.


RESIDENTIAL CAPITAL: Moody's Junks Ratings on Continued Losses
--------------------------------------------------------------
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

ResCap's ratings are based on its consistent quarterly losses (the
company recorded its sixth consecutive quarterly loss in the first
quarter of 2008), weak liquidity position and what Moody's
considers to be an impaired franchise.

In regards to liquidity, although the bond exchange reduced
ResCap's liabilities by approximately $1.7 billion and extended
significant maturities to 2010, ResCap has not proven it has a
business model that can produce the required operating cash flow
to ultimately service these obligations.

ResCap has significant maturities in 2010: senior secured bonds of
$1.7 billion, senior unsecured bonds of $1.8 billion, and the new
$3.5 billion credit facility provided by GMAC.

"Even after this exchange, we believe ResCap's debt levels remain
inconsistent with its long term earnings potential," said Moody's
Vice President and Senior Credit Officer Craig Emrick.

ResCap also lacks sufficient committed contingent liquidity.  The
$3.5 billion credit facility provided by GMAC replaced the
company's committed, undrawn revolving bank credit facilities of
$1.75 billion (two lines each with $875 million capacity) and has
likely been utilized for the following: to pay $900 million of
bonds that matured on June 9, 2008, to fund the $1.2 billion
modified Dutch auction that was offered as part of the bond
exchange, and transfer to GMAC/prepay a $1.75 billion bank term
loan due in July 2008.

The secured bonds have second and third lien claims on ResCap's
unencumbered assets behind the GMAC credit facility.  Although we
consider this collateral pool to be of poor quality it does
support a notching differential between the various
classifications of debt.

The review will focus on the company's ability to obtain the cash
necessary to remain solvent and maintain compliance with its debt
covenants.  ResCap has stated it must generate approximately
$2.0 billion in cash over and above its normal mortgage finance
activities by June 30, 2008 to meet near term liquidity needs and
maintain compliance with the GMAC facility covenant to maintain
$750 million in cash and cash equivalents (excluding cash at GMAC
Bank).

ResCap has raised approximately $1.2 billion and has plans to
raise an additional $800 million primarily through various asset
sales and secured borrowing facilities with its parents (both GMAC
and Cerberus).  The ability of ResCap to complete these
transactions, and their sufficiency to meet ResCap's cash needs,
remains uncertain.

Assignments:

  -- Issuer: Residential Capital, LLC

  -- Senior Secured Regular Bond/Debenture, Assigned Caa2

  -- Junior Secured Regular Bond/Debenture, Assigned Caa3

ResCap is a subsidiary of GMAC LLC and is headquartered in
Minneapolis, Minnesota. Rescap reported equity of $5.7 billion at
March 31, 2008.


RITCHIE CAPITAL: Units' Disclosure Statement Hearing Set July 24
----------------------------------------------------------------
The subsidiaries of Ritchie Capital Management Ltd. that are in
bankruptcy, Ritchie Risk-Linked Strategies Trading (Ireland) I and
Ritchie Risk-Linked Strategies Trading (Ireland) II, filed a joint
plan of liquidation and disclosure statement on June 11, 2008,
with the U.S. Bankruptcy Court for the District of New York, Terry
Brennan of The Deal says.

Although the Debtors' exclusive period to file a plan ended on
April 15, no other party proposed a plan, The Deal reports.

Judge Burton Lifland has set a hearing on the adequacy of the
Debtors' disclosure statement to be held on July 24, 2008, The
Deal relates.

Under the plan, Ritchie I creditor ABN AMRO Bank NV will initially
get an undisclosed amount of cash after the plan's effectivity,
plus some of the proceeds from an ongoing policy rights lawsuit
between the Debtors and co-investor, Coventry First LLC, The Deal
reports.

The Debtors linked their financial demise to Coventry from which
they used to buy life insurance policies.  The Deal relates that
the Debtors had paid Coventry at least $700 million and want to
get the difference between that amount and the $452.5 million
proceeds from a court-approved sale.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court approved a sale of the assets of Ritchie Capital's units
that are in bankruptcy.  Nutmeg Life Settlement Trust, an
affiliate of Bear Stearns Co. will buy 182 polices from the
Debtors for $56.5 million while ABN Amro NV will buy 891 policies
for $396 million, a total of $452.5 million.

Bradley Geer at Houlihan Lockey Howard & Zukin are marketing the
assets.

The Deal adds that under the plan, Ritchie II's unsecured
creditors will be paid from the Coventry suit proceeds on a pro
rated basis.

                        Feud with Coventry

The TCR related on March 7, 2008, that the Hon. Denise Cote of the
U.S. Bankruptcy Court for the Southern District of New York
rejected a request of Ritchie I and Ritchie II to reconsider a
dismissal of claims of breach of fiduciary duty, fraud, and RICO
violations filed against Coventry in a February 29 hearing.  The
judge granted Coventry First's request to dismiss these claims
filed by the Debtors on the same day.

As a result, all of Ritchie's claims against Coventry have been
dismissed by the Court.  The only remaining issue to be resolved
is a breach of contract claim.  The TCR said on March 20, 2008,
that this allegation has been voluntary withdrawn by the Debtors
and the entire case has now been dismissed.

The Deal notes that in May 2007, Ritchie Capital sued Coventry for
a $2 billion fraud and breach of contract.

                     About Ritchie Risk-Linked

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management.  The
Debtors were formed as special purpose vehicles to invest in life
insurance policies in the life settlement market.

The Debtors filed for chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on April 15, 2008.

                       About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.


SAINT VINCENT: Court Approves Settlement Pact with NY Dialysis
--------------------------------------------------------------
Judge Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York approved a stipulation between Saint
Vincent's Catholic Medical Centers of New York and New York
Dialysis Services Inc.

The Debtors and NYSD, previously entered into a Court-approved
stipulation reconciling invoices outstanding by setting off
amounts due under:

   * the Acute Nephrology Services Agreement, pursuant to which  
     NYDS provides certain acute and chronic dialysis treatments
     to the Debtors' patients and maintains the need equipment
     needed; and

   * the Employee Leasing Agreement, under which NYDS leases
     certain employees from the Debtors to facilitate NYDS'
     provision of the Services.

Pursuant to the Set-off Stipulation, NYDS was granted a $326,709
general unsecured claim against the Debtors.  In addition, the
Set-off Stipulation permitted set off of the postpetition amounts
outstanding under the Agreements incurred during the period from
July 6 through Dec. 31, 2005, and authorized the parties to
continue to set off undisputed postpetition amounts they owe from
each other in the ordinary course of business from and after
Jan. 1, 2006.

The Debtors have determined that the NYDS Agreements provide a
continuing benefit to their estates and will further their
successful reorganization and post-confirmation enterprise.  
Accordingly, the Debtors and NYDS stipulate to allow the Debtors
to assume the Agreements and continue their relationship with
NYDS.

Specifically, the parties agree that:

   (a) Saint Vincent Catholic Medical Center will assume the
       Agreements pursuant to the Plan of Reorganization and
       Sections 365(a) and 1123 of the Bankruptcy Code;

   (b) the aggregate cure amount payable to NYDS with respect to
       the assumption of the Agreements is $275,572, which the
       Debtors will pay to NYDS by the later of Aug. 30, 2007,
       or immediately after the Court approves the stipulation;

   (c) payment by the Debtors of the NYDS Cure Amount will fully
       satisfy the requirements of Sections 365(b)(1)(A) and
       1123(b)(2) with respect to SVCMC's assumption of the
       Agreements;

   (d) the Debtors will not be required to pay further amounts
       for SVCMC to assume the Agreements;

   (e) SVCMC's assumption of the Agreements is acceptable in all
       respects; and

   (f) adequate assurance future performance by the Debtors under
       the Agreements has been provided as required by
       Section 365(b).

The Stipulation will neither be construed as (i) a waiver of
NYDS's right to payment under the Service Agreement for all
Services rendered or expenses incurred pursuant to the Agreement
from and after Jan. 1, 2008; or (ii) diminishing any of the
Reorganized Debtors' obligations to NYDS under the Agreements.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


SALS B-2005-1: Moody's to Review Note Rating for Possible Cut
-------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by SALS B-2005-1:

Class Description: USD 9,000,000 Floating Rate Notes due June 20,
2012

  -- Prior Rating: Ba2

  -- Current Rating: Ba2, on watch for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


SANLUIS CORPORACION: Weak Liquidity Cues Fitch's Rating Watch Neg.
------------------------------------------------------------------
Fitch Ratings has placed on Rating Watch Negative SANLUIS
Corporacion, S.A. de C.V.'s 'B-' Foreign and Local Currency Issuer
Default Rating, its 'B-' Senior Secured Restructured Credit
Facility rating, its 'RR4' recovering rating, its 'CCC+' Mandatory
Convertible Notes rating, 'CCC+' Debenture Notes rating and its
'RR5' recovery rating.

The Negative Watch reflects the company's weak liquidity position,
with US$23.2 million of cash and marketable securities on its
balance sheet at the end of March 31, 2008 and the continue
overall deterioration of the automotive industry in North America
especially as it relates to light truck vehicles.  Cash-on-hand
plus cash flow generation may be insufficient to continue
amortizing debt in the near-term.  First-half performance was
negatively impacted by a strike at American Axle (GM supplier) and
second half is unlikely to make up for it due to lower production
by Big Three (GM, Ford, Chrysler) manufactures.  Amortizing debt
for the next three fiscal year consist of US$35 million in 2008,
US$36 million in 2009, and US$93 million in 2010.

Difficult credit market conditions, beyond management's control,
have delayed the company's ability to complete a bond offering
announced in October of 2007, which has been put on hold awaiting
credit market improvement.  However, financial performance
deterioration in 2008 may complicate the company's ability to
refinance its debt.  Fitch expect to resolve the Watch in the next
three to six months as it get a better understanding about the
company's borrowing options and its ability to complete them.

The ratings of SANLUIS Corporacion, S.A. de C.V. have been based
on SANLUIS' business position as the leading producer of leaf
springs suspension components in the North American Free Trade
Agreement market (United States, Canada and Mexico combined) and
Brazil, cost competitive advantages and hard currency generation.  
The ratings are constrained by high financial leverage and near-
term debt maturities, industry cyclicality, cost pressures and a
shifting automotive environment in North America.

SANLUIS' ratings reflects its critically business dependency on
North America's automobile market (77% of revenues), light truck
sales (75% of revenues) and the performance of General Motors
Corp., Ford Motors Co. and DaimlerChrysler (74% of revenues
combined) original equipment manufacturers.  In recent years the
company has sought to diversify its client base and expand sales
to Asian and European OEMs (15% of revenues) and Brazil's
automobile market (23% of revenues).  The rating is further
constrained by decrease production and sales of automobiles in
North America and a shift in consumer preference for smaller
vehicles reflecting expectations that fuel cost will remain
elevated for the foreseeable future.  This environment of higher
fuel prices is likely to lead to additional production cuts by GM,
Ford and Chrysler.

The ratings has been supported by SANLUIS' unique position as the
world's largest designer and manufacturer of leaf springs with 93%
of NAFTA market share and 64% of Brazil market share.  Such
dominant position, unlike in the case of other auto suppliers, has
allowed the company the capability to pass-through a large portion
of raw material prices in its suspension business since 2004.  
However, its brake business, which has attractive but not dominant
market share, has been unable to pass-through its cost increase.

In 2007, SANLUIS Revenues and EBITDA were positively affected by
the launch of new platforms that were obtained in 2006 at both the
suspension and brake divisions and cost pass-through at its
suspension business.  Revenues were up 12% to US$732 million while
EBITDA was up 18% to US$76.7 million.  Capital expenditures in
2007 was US$16.1 million and it is expected to remain moderate
(in the US$10 million to US$20 million range) in the coming years
due to restrictions under restructured debt agreements.  

Positive free-cash-flow generation allowed the company to pay debt
amortizations during the year.  Credit protection measures
improved and total debt-to-EBITDA ratio ended the year at 3.1
times compared to 4.3x the prior year.  However, the improvement
in credit metrics has been short-lived as the company's
performance was negatively impacted during the first quarter of
2008 by lower North America vehicle production and a strike at
American Axle.  Consequently, last-12-months total debt-to-EBITDA
ratio worsened to 3.4x.

SANLUIS is the world's largest producer of leaf springs, where it
is the predominant or sole supplier for the top-selling brands and
produce substantially all of GM's, Ford's and Chrysler's leaf
spring requirements.  The company operates manufacturing
facilities in the United States, Mexico, and Brazil.


SESI LLC: Moody's Affirms Ratings; Changes Outlook to Stable
------------------------------------------------------------
Moody's Investors Service changed the rating outlook for SESI,
L.L.C. to stable from negative.  At the same time, Moody's
affirmed SESI's Ba3 corporate family rating, Ba3 probability of
default rating and the B1 senior unsecured note rating guaranteed
by Superior Energy Services, Inc.

The change in rating outlook reflects management's success in
maintaining low financial leverage (as measured by debt/EBITDA and
debt/book capitalization), generating earnings in line with
expectations and managing capital spending within cash flow.  With
EBITDA of $679 million generated over the last twelve months
ending March 31, 2008, Superior's debt/EBITDA, as adjusted for
Moody's standard adjustments, was 1.1x and its debt/capitalization
was 38% at March 31, 2008.

This compares to debt/EBITDA of 1.9x in 2007 and
debt/capitalization of approximately 50% at Dec. 31, 2006.  
Moreover, Superior has consistently generated free cash flow over
the last two years, even with a substantially increased capital
spending program.

The stable rating outlook also reflects an improved business risk
profile and the overall favorable fundamentals for the global
oilfield services sector, with Superior's earnings visibility in
the US Gulf of Mexico supported by its platform recovery contract.  
The company sold 75% of its interest in its oil and gas business,
SPN Resources, in Feb. of this year for $165 million.  Moody's
considered Superior's oil and gas operations riskier than its
oilfield services businesses, which had limited the degree of
flexibility in the company's ratings.

In addition, in the first quarter of 2008, Superior signed a
contract to remove seven downed platforms and associated
facilities and plug and abandon 59 wellbores for a fixed price of
$750 million, with revenue expected to be generated over the next
three years.

This work provides the company with a fairly steady source of
revenue from the shallow water Gulf of Mexico, which has faced
weak oilfield service demand.  However, Moody's notes that the
contract entails execution risk due to its fixed price nature,
particularly given the size of the contract and Superior's use of
third-party resources to complete certain aspects of the work.

Superior Energy Services, Inc. is headquartered in Harvey,
Louisiana.


SHEARSON FINANCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Shearson Financial Network, Inc.
        921 Front St.
        San Francisco, CA

Bankruptcy Case No.: 08-16350

Type of Business: Formerly known as Blue Star Coffee, Inc. and
                  Consumer Direct of America, the Debtor is a
                  direct-to-consumer mortgage broker and banker
                  with revenues derived primarily from origination
                  commissions earned on the closing of first and
                  second mortgages on single-family residences
                  (mortgage loans and home equity loans).  It was
                  engaged in selling specialty coffee beans,
                  brewed coffee and espresso-based beverages
                  through Company-owned and franchised retail
                  locations.  Its wholly owned subsidiary,
                  Shearson Home Loans, formerly known as Consumer
                  Direct Lending Inc. (CDL) was formed to
                  originate retail mortgages and to provide
                  mortgage banking services.  It sells its loan
                  servicing through correspondent relationships
                  with BNC, Countrywide, Impac and Aegis.
See                     
                  http://www.shearsonfinancialnetwork.com/

Chapter 11 Petition Date: June 6, 2008

Court: District of Utah (Salt Lake City)

Judge: Mike K. Nakagawa

Debtor's Counsel: Gregory E. Garman, Esq.
                  Email: bankruptcynotices@gordonsilver.com
                  3960 Howard Hughes Pky. 9TH Flr.
                  Las Vegas, NV 89109
                  Tel: (702) 796-5555
                  http://www.gordonsilver.com

Total Assets:     $3,000

Total Debts: $29,932,466

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


SIBCO ENTERPRISES: Case Summary & 20 Unsec. Creditors
-----------------------------------------------------
Debtor: Sibco Enterprises, Inc.
        P.O. Box 2950
        Fernley, NV 89408

Bankruptcy Case No.: 08-50953

Type of Business: The Debtor is a full service franchise  
                  restaurant.

Chapter 11 Petition Date: June 13, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Email: steve@renolaw.biz
                  Belding, Harris & Petroni, Ltd.
                  417 W Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Sibco Enterprises, Inc.'s petition is available for free
at:

      http://bankrupt.com/misc/nvb08-50953.pdf


SILVER BEACH: Delivers Schedules of Assets and Liabilities
----------------------------------------------------------
Silver Beach LLC filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

   Schedule                             Assets     Liabilities
   --------                           ----------   -----------
   A. Real Property                   $8,334,000
   B. Personal Property                  407,227
   C. Property Claimed
      as Exempt
   D. Creditors Holding                             $8,334,000
      Secured Claims
   E. Creditors Holding                                100,967
      Unsecured Priority
      Claims
   F. Creditors Holding                                192,719
      Unsecured Nonpriority
      Claims
                                      ----------   -----------
      TOTAL                           $8,741,227   $8,627,686

Henderson, Nevada-based Silver Beach LLC filed its chapter 11
petition on April 24, 2008 (Bankr. D. Nev. Case No. 08-13995).  
Jeffrey R. Sylvester, Esq., at Sylvester & Polednak Ltd.,
represents the Debtor in its restructuring efforts.  Atlantic
Northstar LLC holds a $8,146,282 unsecured claim.


SILVER CREST: Fitch Cuts and Withdraws 'CC' Loan Ratings
--------------------------------------------------------
Fitch Ratings downgraded and subsequently withdraws ratings on
Silver Crest Loan Fund, Ltd, effective immediately as:

  -- $47,800,000 Class A 'CC'; downgrade to 'C/DR4' from 'CC' and
     withdraw;

  -- $31,300,000 Class B 'CC' downgrade to 'C/DR6' from 'CC' and
     withdraw.

These actions are the result of Silver Crest's portfolio
liquidation which occurred at the direction of the swap
counterparty (after the transaction breached its termination
trigger on Feb. 7, 2008).  Final distributions were made on May 8,
2008.  The class A notes received $22.3 million principal and
interest proceeds, or 46.72% of their outstanding principal
balance.  The class B notes received no payments.


SIX FLAGS: Fitch Chips Issuer Default Rating to 'RD' from C
-----------------------------------------------------------
Fitch Ratings has downgraded these ratings:

Six Flags Inc. (Six Flags)
  -- Issuer Default Rating to 'RD' from 'C'.

Six Flags Theme Park Inc. (SFTP)
  -- IDR to 'RD' from 'C'.

Subsequently, Fitch has taken these rating actions:

Six Flags
  -- IDR to 'CCC' from 'RD';
  -- Senior unsecured notes (including the 4.5% convertible notes)
     to 'CC/RR6' from 'C/RR5';

  -- Preferred stock affirmed at 'C/RR6'.

Six Flags Operations Inc. (SFO)
  -- Assigned an IDR of 'CCC';
  -- Senior unsecured notes assigned 'CCC-/RR5' rating.

SFTP
  -- IDR to 'CCC' from 'RD';
  -- Secured bank credit facility to 'B/RR1' from 'CCC/RR1'.

The Rating Outlook is Negative.

Six Flags announced on May 14 an offer to exchange Six Flags
senior unsecured notes for SFO senior unsecured notes.  On June 12
the company announced the results of the offer.  A total of
$765.8 million in Six Flags' notes were tendered; of this amount
$530.6 million in notes were accepted and exchanged for
$400 million of SFO's notes.  This exchange will result in
$130 million net reduction in debt and a nominal reduction in
annual interest expense of approximately $1.3 million.  While this
transaction does not materially change leverage or interest
coverage, it reduces a substantial portion of the company's 2010
maturities (from $280.3 million to $131.1 million).

The elimination of more than 50% of its 2010 maturity is positive
for the credit profile.  However, under Fitch's criteria, the
exchange offer represented a Distressed Debt Exchange.  A DDE
results when an exchange offer has a material reduction in terms  
and is deemed to be coercive.

On June 16, the exchange was executed.  Fitch lowered the IDR on
Six Flags and SFTP to 'RD' reflecting the DDE.  Subsequently,
Fitch upgraded the IDR on Six Flags and SFTP to 'CCC' and took the
above mentioned rating actions.  The Recovery Ratings on the new
SFO notes and the existing Six Flags notes reflect better recovery
prospects due to the structural seniority the new SFO notes have
in the capital structure relative to the existing Six Flags notes.  
Fitch estimates there would be no recovery for the Six Flags notes
and the mandatorily convertible preferred stock under a distressed
scenario.

The 'CCC' IDR and 'C' rating on the PIERs reflect the material
refinancing risks posed by the August 2009 PIERs maturity.  In
Fitch's view, certain remedies the company could pursue to address
the PIERs maturity could constitute a technical default or
outright default on that security.  The company has stated that
there are potential Delaware Law restrictions on the redemptions
of the PIERs.  In addition, a non-payment default on the PIERs
would trigger a default on the bank credit facility, and without a
bank credit facility amendment or waiver would in turn trigger a
default on the senior unsecured notes.

Fitch anticipates Six Flags' IDR could be raised to 'B-' after the
company addresses the PIERs maturity and if it demonstrates
improved operating results including solid summer attendance and
planned cost cuts and sponsorship/licensing revenues (which could
have a cumulative 30%-40% positive impact on EBITDA).  As of
March 31, 2008, the company is at breakeven on an interest
coverage basis, and leverage is approximately 13.2 times, both of
which are very concerning.  Fitch believes the company's goals of
cost cutting and increasing revenues could be achievable.  
Achievement of these targets could materially improve interest
coverage and leverage.  A cyclical or weather-related decline in
attendance or if the company is unable to execute on these revenue
and cost opportunities over which it has more control may further
heighten refinancing risk.

The company's liquidity has been sufficient to cover operating
costs in the off-season, invest in its parks and enable it to
continue to attempt its turnaround in 2008.  Liquidity as of
March 31, 2008 consisted of $12.6 million in cash and
approximately $130 million in unused revolver capacity.  The
company also announced its deferral of the PIERs May 2008 dividend
(approximately $5.2 million per quarter).  This will help to
preserve additional liquidity by reducing fixed charges.  While
this action is a negative for PIERs holders Fitch notes that it
appears to be within the provisions stipulated in the security
documents.

Fitch expects that the first quarter of 2008 represented the
lowest point in the company's liquidity for the year and expects
meaningful positive cash flows for the next two quarters, which
would go toward reducing the current credit facility balance and
to building up liquidity to fund its off-season in fourth-quarter
2008 and first-quarter 2009.


SIX FLAGS: Moody's Cuts Probability of Default Rating to Caa1/LD
----------------------------------------------------------------
Moody's Investors Service changed Six Flags, Inc.'s Probability of
Default Rating to Caa1/LD from Ca and downgraded the rating on the
company's notes due 2010 to Caa3 from Caa2, concluding the review
for downgrade initiated on May 14, 2008.  The rating actions
follow the close of Six Flags' exchange offer of a portion of the
notes due in 2010, 2013 and 2014 for $400 million of new notes due
in 2016 issued by its wholly-owned subsidiary Six Flags Operations
Inc.

Moody's considers the transaction a distressed exchange on the
2010, 2013 and 2014 notes and has changed the PDR to Caa1/LD to
reflect a "limited default".  The PDR will revert to Caa1 in
approximately three days. LGD rates on individual debt instruments
were adjusted to reflect the mix of debt upon completion of the
exchange offer.

Upgrades:

  -- Issuer: Six Flags, Inc.
  -- Probability of Default Rating, Upgraded to Caa1/LD from Ca

Downgrades:

  -- Issuer: Six Flags, Inc.
  -- Senior Unsecured Notes due 2010, Downgraded to Caa3, LGD5-85%
     from a Caa2, LGD2-10%

LGD Updates:

  -- Issuer: Six Flags, Inc.
  -- Senior Unsecured Notes due 2013 and 2014, Changed to Caa3,
     LGD5-85% from Caa3, LGD3-30%

  -- Issuer: Six Flags Operations, Inc.
  -- Senior Unsecured Notes due 2016, Changed to Caa2, LGD4-60%
     from Caa2, LGD4-59%

Outlook Actions:

  -- Issuer: Six Flags Inc.
  -- Outlook, Changed To Negative From Rating Under Review (2010
     Notes only)

The downgrade of the 2010 notes to Caa3, LGD5-85% from Caa2, LGD2-
10% reflects the expected loss in the post-exchange capital
structure based on the subordination to the material amount of
structurally senior debt at SFO (new $400 million notes) and Six
Flags Theme Parks, Inc. ("SFTP"; approximately $1.1 billion senior
secured credit facility).  The prior Caa2 rating and LGD2-10%
assessment were based on an approximate 10% expected loss on the
tender offer, which expected loss was derived from the 10% loss
given default (at the 90% tender price) and the high near term
likelihood that the default event (the exchange offer) would be
completed.

The 2013 and 2014 notes have the same priority of claim in the
post-exchange capital structure as the 2010 notes and are also
rated Caa3.  This is unchanged from the Caa3 rating during the
exchange offer period but the LGD point estimate changed to
LGD5-85% from LGD3-30%.  The Caa3 rating and LGD3-30% assessment
during the exchange offer period were based on an approximate
30% expected loss on the tender offer derived from a 30% loss
given default (at the 70% tender price) and the high near term
likelihood that the default event would be completed.

The exchange offer does not materially alter the credit profile
reflected in Six Flags, Inc.'s Caa1 Corporate Family rating.  The
company's cash flow generation remains weak and leverage remains
very high notwithstanding the beneficial effect of $131 million of
debt reduction and modest cash interest savings as a result of the
exchange offer.  In addition, the exchange offer only moderately
reduces the refinancing risk that remains for the approximate
$131 million of 2010 notes that are outstanding following the
transaction.

The exchange also does not address the Aug. 2009 PIERS redemption
date, although the company's negative equity position may preclude
a redemption of the PIERS under Delaware law.  Moody's will
continue to evaluate Six Flags attendance and cash flow
performance during the 2008 operating season to determine if
additional rating actions are necessary.  Weak attendance trends
or meaningful cash consumption could lead to downward rating
pressure.

Moody's estimates there is minimal room under the proposed
6.5x debt incurrence test (based on the Leverage Ratio, as
defined, for SFO and its subsidiaries) in the exchange notes for
incremental debt at SFO or SFTP absent an improvement in operating
performance at the wholly-owned parks.

The Six Flags and SFO indentures do not preclude additional
exchange offers for debt issued at an intermediate holding company
that is structurally junior to SFO, but any such exchanges would
be subject to the "Merger, Consolidation, or Sale of Assets"
clause in the Six Flags indentures including the "substantially
all" test.

Six Flags, headquartered in New York City, is a regional theme
park company that operates 21 parks spread across North America.  
The park portfolio includes 17 wholly-owned facilities (including
parks near New York City, Chicago and Los Angeles) as well as four
parks - Six Flags over Texas, Six Flags over Georgia, Hurricane
Harbor and the Great Escape Lodge -- in which Six Flags owns
partial interests (currently less than 50%) but consolidates due
to significant operational control and residual economic interest.  
Annual revenue approximates $970 million.


SOUTHLAND LAND: Unresolved Receivership Cues Bankruptcy Filing
--------------------------------------------------------------
Southland Land Corporation informed the U.S. Bankruptcy Court for
the Central District of California that prior to its bankruptcy
filing, it was a non-operating entity.  

Before the petition for creditor protection, Southland Land filed
in the Los Angeles County Superior Court a proceeding for
voluntary windup and dissolution.  The Debtor requested that the
Superior Court appoints a receiver to take charge of its assets.  
David R. Haberbush was then appointed as the Debtor's receiver.

Prior to the commencement of the dissolution proceeding, the
Debtor and its principal, Michael L. Keele, were implicated in a
political scandal involving the City of South Gate.  The Debtor
was in the business of developing real estate projects.  The
Debtor's primary source for the acquisition of real estate was
municipal redevelopment agencies.

When the dissolution proceeding commenced, the Debtor's major real
estate assets were located within the City of South Gate.  The
City of South Gate asserted claims against the Debtor in excess of
$25,000,000, plus legal right to reacquire the properties that the
Debtor allegedly acquired illegally.  The City of South Gate
commenced an action against the Debtor with respect to its claims.

The Court-appointed receiver liquidated all of the Debtor's assets
with limited exceptions after having them appraised and marketed.  
After entering into a sales transaction with a buyer that breached
its agreement, the receiver, with court approval, ultimately
negotiated a sales transaction with the City of South Gate.  The
receiver concluded the sale of all of the Debtor's tangible
assets.

The Debtor's remaining assets consist of: (a) cash, (b) interest
in a limited liability company whose sole asset are claims of
about $6,000,000 asserted against against an insolvent insurance
company and its reinsurer that issued a construction performance
bond estimated, and (c) 5% interest in the net proceeds of
litigation claims sold to and being prosecuted at no expense to
the estate by the City of South Gate.  The estimated value of
these litigation is unknown.

There are two primary litigation claims pending and the receiver
is the nominal plaintiff in both actions.  The receiver's only
interest is 5% of the net proceeds generated by these matters.

The receiver sought the consent of the Receiver Court to begin
disbursement to creditors.  One two occasions, the Receivership
Court refused to approve the receiver's plan of distribution
saying that the number of matters to which it was assigned left
the court with no time available to administer the closing process
of the Debtor's dissolution proceeding.  The Receiver Court said
that the Debtor's creditors were better off if the Debtor filed a
bankruptcy case.

Although the receiver and several creditors disagreed with the
Receiver Court's decision, a major creditor holding judgment
against the Debtor obtained a writ of execution and advised the
receiver that it intends to levy on the assets in the receiver's
possession.  The receiver sought but failed to obtain an order
restraining that creditor from levying upon the assets.

The receiver eventually caused the Debtor to commence the chapter
11 case.

                       About Southland Land

Long Beach, California-based Southland Land Corp. is a real estate
developer.  Its principal is Michael L. Keele.  It filed its
chapter 11 petition on April 23, 2008 (Bankr. C.D. Calif. Case No.
08-15429).  Judge Sheri Bluebond presides over the case.  Steven
M. Spector, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
initially represented the Debtor in its restructuring efforts.  
Leslie R. Horowitz, Esq., at Clark & Trevithick is the proposed
replacement counsel to the Debtor.  When the Debtor filed for
bankruptcy, it listed assets and debts of $1 million to
$10 million.  The Debtor listed about $30 million in unsecured
claims.


SOUTHLAND LAND: Creditors Oppose Hiring of Clark & Trevithick
-------------------------------------------------------------
Southland Land Corporation asked the U.S. Bankruptcy Court for the
Central District of California for permission to employ Clark &
Trevithick as its bankruptcy counsel, effective as of the
bankruptcy filing.

On May 15, 2008, the Debtor withdrew its motion to employ Jeffer,
Mangels, Butler & Marmaro LLP as its counsel.

The Bankruptcy Court was originally set to rule on the matter at a
June 12, 2008 hearing, but has issued an order to continue the
hearing on July 18, 2008.

Clark & Trevithick will, among others, advise the Debtor regarding
matters of bankruptcy law, including rights and remedies with
regard to assets and with respect to the creditors' claims and
perform other services as the Debtor may require in connection
with the chapter 11 case.

The firm has not represented the Debtor prior to the bankruptcy
filing and hasn't received payments prior to the bankruptcy case.  
Prior counsel was paid a $200,000 retainer and has transferred
$122,000 of these funds to Clark & Trevithick.  Clark & Trevithick
asks the Bankruptcy Court for approval to accept the transferred
funds and approval for the Debtor to transfer an additional
$78,000 for the retainer.  Clark & Trevithick's hourly rates are:

   a. General Range

      Partner                $330 - $525*
      Associate              $225 - $350
      Paralegal              $140 - $155

   b. attorneys expected to be most active

      John A. Lapinski, Esq.        $550
      Leslie R. Horowitz, Esq.      $475
      Stephen E. Hyan, Esq.         $350
      Iris C. Palmer                $150

The Debtor maintains that Clark & Trevithick is a disinterested
person.

The firm can be reached at:

   Leslie R. Horowitz, Esq.
   Clark & Trevithick
   (lhorowitz@clarktrev.com)
   800 Wilshire Bvld., Twelfth Floor
   Los Angeles, CA 90017
   Tel: (213) 629-5700
   Fax: (213) 624-9441

                        Limited Objection

Creditors, University Village LLC, El Paseo South Gate LLC,
Arcanum Investments Inc., Ephraim P. Kranitz and Madeline Kranitz,
Doron Partnership, David L. Home, Sheri Jensen, and Rothenberg
Sawasy Architects Inc. filed their joint limited objection to the
Debtor's application to hire Clark & Trevithick as counsel.

The objecting party informed the Bankruptcy Court that they have
filed a motion to dismiss the chapter 11 case, which was initially
scheduled to be heard on June 12, 2008.

The objecting party said that the dismissal of the case will
impact the proper disposition of the retainer monies proposed by
the Debtor.  It is premature to enter an order approving Clark &
Trevithick as counsel to the Debtor, the objecting party said.  
They added that they reserve their right to file further pleadings
in response to the application.

Levene, Neale, Bender, Rankin & Brill LLP represents the objecting
party or creditor group.

                        Debtor's Response

The Debtor said that it does not object to waiting until the
Bankruptcy Court has ruled on the creditor group's motion to
dismiss the case.

The Debtor said that it objects to the creditor group's attempt to
"reserve" its right to file further pleadings on grounds that the
creditor group has now waived its rights to file any further
opposition by their failure to file evidence to support any
opposition pursuant to the local bankruptcy rules.  The time for
the creditor group to file the evidence has expired, the Debtor
asserted.

The motives of the creditor group are clear, the Debtor said.  One
member of the creditor group, Rothenberg Sawasy Architects Inc. is
a single creditor seeking to enforce a judgment against the
Debtor.  The remaining creditors are being sued in State Court by
David R. Haberbush, as receiver, on several causes of action,
including fraudulent transfers.  The Debtor alleged that the
creditor group's purpose is to derail the bankruptcy case and make
it virtually impossible for other creditors to receive recovery.

                       About Southland Land

Long Beach, California-based Southland Land Corp. is a real estate
developer.  Its principal is Michael L. Keele.  It filed its
chapter 11 petition on April 23, 2008 (Bankr. C.D. Calif. Case No.
08-15429).  Judge Sheri Bluebond presides over the case.  Steven
M. Spector, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
initially represented the Debtor in its restructuring efforts.  
Leslie R. Horowitz, Esq., at Clark & Trevithick is the proposed
replacement counsel to the Debtor.  When the Debtor filed for
bankruptcy, it listed assets and debts of $1 million to
$10 million.  The Debtor listed about $30 million in unsecured
claims.


SOUTHLAND LAND: Case Trustee Appointment Hearing Set for July 18
----------------------------------------------------------------
The Hon. Victoria S. Kaufman of the Central District of California
will hold a continued chapter 11 case status conference and
hearing at 10:30 a.m., on July 18, 2008, in Courtroom 1675 on the
16th Floor of the Edward R. Roybal Federal Building, at 255 East
Temple Street in Los Angeles, California.

At the hearing, parties are directed to show cause and explain why
the Court should not order the appointment of a chapter 11 trustee
pursuant to Section 105(a) and 1104(a)(2) of the Bankruptcy Code
and, as raised in the a tentative ruling, in connection with the
status conference held on June 12, 2008.

Pursuant to the Court's tentative ruling, the Court will continue
the status conference to 10:30 a.m. on July 10, 2008, to provide
an opportunity for parties-in-interest and the U.S. Trustee to
submit briefs in support of or in opposition to the appointment of
a chapter 11 trustee.

The Court also ordered that any opposition to the appointment of a
chapter 11 trustee must be filed by June 26, 2008.  Replies to
that opposition must be filed by July 11, 2008.  The Debtor is
ordered to file its status report with respect to the continued
case status conference on or before July 3, 2008.

                       About Southland Land

Long Beach, California-based Southland Land Corp. is a real estate
developer.  Its principal is Michael L. Keele.  It filed its
chapter 11 petition on April 23, 2008 (Bankr. C.D. Calif. Case No.
08-15429).  Judge Sheri Bluebond presides over the case.  Steven
M. Spector, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
initially represented the Debtor in its restructuring efforts.  
Leslie R. Horowitz, Esq., at Clark & Trevithick is the proposed
replacement counsel to the Debtor.  When the Debtor filed for
bankruptcy, it listed assets and debts of $1 million to
$10 million.  The Debtor listed about $30 million in unsecured
claims.


SPACEHAB INC: Inks Securities Purchase Pact with Lanphier Capital
-----------------------------------------------------------------
SPACEHAB Inc. entered into a Securities Purchase Agreement with
Lanphier Capital Management, Inc. and Trace Partners, L.P., under
which the Investors agreed to subscribe for and purchase 1,329,786
shares of the company's common stock for an aggregate purchase
price of $625,000.  The consummation of the transaction under the
Securities Purchase Agreement is contingent upon certain customary
conditions precedent to each party's obligation to close.

The 1,329,786 shares of common stock to be issued under the
Securities Purchase Agreement were sold in reliance on the
exemption from registration pursuant to Rule 506 of Regulation D
promulgated by the Commission pursuant to the Securities Act of
1933.  The company believes that such issuance of securities
qualifies for an exemption under Rule 506 because there are no
more than 35 purchasers of securities and each Investor represents
to the company under the Securities Purchase Agreement at the time
of execution and closing that it is an "accredited investor"
within the meaning of Rule 501 of Regulation D.

A full-text copy of the Securities Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?2e26

Headquartered in Webster, Texas, SPACEHAB Inc. (Nasdaq: SPAB) --
http://www.spacehab.com/-- offers space access and payload    
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                        Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.  


S&R CRESCENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S&R Crescent Corporation
        7021 North 78 Place
        Scottsdale, AZ 85258

Bankruptcy Case No.: 08-06868

Chapter 11 Petition Date: June 10, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: David B. Goldstein
                  Hymson Goldstein & Pantiliat P.C.
                  14646 n. Kierland Blvd., No. 255
                  Scottsdale, AZ 85254
                  Tel: 480-991-9077
                  Fax: 480-443-8854
                  E-mail: bank@legalcounselors.com

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/azb-08-06868.pdf


STONY HILL CDO: Moody's Places Notes on Review for Possible Cut
---------------------------------------------------------------
Moody's Investors Service announced that it has placed these notes
issued by Stony Hill CDO SPC 2005-1 on review for possible
downgrade:

Class Description: $50,000,000 Notes of Stony Hill CDO SPC, Series
2005-1 Due 2012

  -- Prior Rating: Ba1

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of corporate
securities.


SUN-TIMES MEDIA: Mulls Going Private, to Sell One or More Branches
------------------------------------------------------------------
Sun-Times Media Group Inc. is considering going private, various
reports say.  Chief executive Cyrus Freidheim told shareholders at
an annual meeting Tuesday that the company may sell one or more of
its businesses, reports indicate.

According to the Canadian Press, Sun-Times Media has been
exploring a sale and other strategic options since February.  It
opened its financial books to potential purchasers and received
several responses, the Canadian Press says citing Mr. Freidheim.

But nothing is mentioned about a decision on any of the apparent
bids, the Canadian Press indicates.

Sun-Times Media Group lost $35.8 million in the first quarter and
likely is headed for another loss in the second quarter, the
Canadian Press notes.  

The Canadian Press, according to Mr. Freidheim, says the decline
in the print ad market has wiped out most of the financial
benefits of the cutbacks and other changes that have reduced
annual operating costs by $50 million.

The company may be forced into going private to avoid shareholder
obligations since it doesn't want to liquidate, The Canadian press
says citing John Morton, an independent newspaper industry
analyst.

The Canadian Press says that Sun-Times stock in over-the-counter
Pink Sheets, fell four cents to 40 cents a share in Tuesday
trading - down 93 per cent from a year ago.

               About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the   
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately   
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.


TITAN ENERGY: Posts $730,500 Net Loss in 2008 First Quarter
-----------------------------------------------------------
Titan Energy Worldwide Inc. reported a net loss of $730,500 on    
total sales of $1,197,899 for the first quarter ended March 31,
2008, compared with a net loss of $883,867 on total sales of
$2,580,048 in the same period last year.

The sale of equipment declined $1,445,871 to $739,622.  The
primary reason for the decrease in sales was due primarily to the
company's strategy to minimize sales of low margin equipment and,
to a lesser extent, to a delay in delivery of equipment due to the
severe weather conditions in the company's territory.

In the three months ended March 31, 2008, sales of service and
parts increased by 16.1% to $458,237.

At March 31, 2008, the company's consolidated balance sheet showed
$6,311,442 in total assets, $1,705,690 in total liabilities, and  
$4,605,752 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e28

                       Going Concern Doubt

UHY LLP, in Southfield, Mich., expressed substantial doubt about
Titan Energy Worldwide Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses and accumulated deficit.

                        About Titan Energy

Headquartered in New Hudson, Mich., Titan Energy Worldwide Inc.
(OTC BB: TEWI) -- http://www.titanenergy.com/-- is a  
manufacturer, distributor and service provider for power
generation equipment, emergency power equipment and specialized
mobile utility systems in the U.S. and internationally.  The
company provides equipment and service to fire stations, police
stations, the US military, hospitals, schools, manufacturers,
municipalities, businesses and homes from manufacturers such as
Generac Power Systems Inc.


TROPICAL INN: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tropical Inn, Inc.
        9077 The Lane
        Naples, FL 34109

Bankruptcy Case No.: 08-08651

Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: June 13, 2008

Court: Middle District of Florida (Tampa)

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

Total Assets: $15,115,010

Total Debts:  $11,729,420

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Michael & Sandra Hill            Loan                  $350,000
4008 Neel Cove
Clarklake, MI 49234

Lee County Tax Collector         Real Estate Taxes/    $156,871
PO Box 1609                      Tax Certificate
Fort Myers, FL 33902

Joseph & Ellen Bartlett          Loan                   $25,000
32 Smith Street
Nesconset, NY 11767

Allied Appraisers & Consultancy  Services                $9,000

TDM Consulting - Engineers       Engineering Services    $7,281

RJ McCormack Architects, Inc.    Architects Services     $5,291

Humiston & Moore Engineers       Engineering Services      $978


UNIVERSAL ENERGY: Sells Debentures and Warrants for $770,000
------------------------------------------------------------
Universal Energy Corp., consummated the offer and sale of an
aggregate of $2,000,000 principal amount of its unsecured
convertible 8% debentures and associated warrants, dated as of May
31, 2008.  The company received aggregate proceeds of $770,000
reflecting a 20% original issue discount to the Purchasers.  The
Securities Purchase Agreement, although dated as of May 31, 2008,
contemplated a simultaneous signing and closing which occurred on
June 9, 2008.

In connection with the Securities Purchase Agreement, the company
also entered into a Registration Rights Agreement with the
Purchasers, which requires the company to file a registration
statement with the Securities and Exchange Commission within 45
days after May 31, 2008, registering on behalf of the Purchasers
the resale of all or such maximum portion of the shares of common
stock issuable upon conversion of the debentures and the exercise
of the warrants, as permitted pursuant to Securities and Exchange
Commission guidance regarding offerings made on a continuous basis
pursuant to Securities and Exchange Commission Rule 415.

The debentures will be due and payable on April 30, 2010.  The
debentures bear interest at a rate of 8 percent per annum.  At any
time from the closing date until the maturity date of the
debentures, the Purchasers have the right to convert the
debentures, in whole or in part, into common stock of the company
at a price equal to the lower of $0.25, or 80% of the average of
the three lowest closing bid prices over the twenty trading days
immediately preceding conversion.  The conversion price may be
adjusted downward under circumstances set forth in the debentures.  
If so adjusted, the aggregate number of shares issuable, upon
conversion in full, will increase.

The Purchasers also received "I" warrants to purchase 3,351,471
additional shares of common stock at a price of $0.25 per share
exercisable for five years.

In connection with this transaction, each Purchaser has
contractually agreed to restrict its ability to convert the
debentures, exercise the warrants and additional investment rights
and receive shares of the company's common stock such that the
number of shares of the company's common stock held by them and
their affiliates after such conversion or exercise does not exceed
4.99% of the number of shares of the company's common stock
outstanding immediately after giving effect to such conversion or
exercise.

In connection with the May Financing, the company paid Empire
$44,450 and issued it warrants, with the same terms as the "I"
warrants issued to the Purchasers in the May Financing, to
purchase up to 254,000 shares of the company's common stock.

The representations and warranties in the Securities Purchase
Agreement is the result of negotiations between the parties to
such agreement and are solely for the benefit of such parties.  
These representations and warranties speak only as of the date of
the agreement, are prepared in the context of the transaction
contemplated by the agreement, and are intended in part to
allocate risk between the parties.  Therefore, such
representations and warranties are not necessarily true, complete
and accurate statements of fact about the matters addressed
therein.  As a result, prospective investors are cautioned to read
such representations and warranties in light of this context.

As of May 29, 2008, the company had 29,897,678 shares of common
stock issued and outstanding.

                 Consent and Amendment Agreement

To satisfy a condition to the closing of the transactions
contemplated by the Securities Purchase Agreement, holders of the
September 2007 and November 2007 Debentures holding 100% of the
outstanding principal amount of the Existing Debentures and 100
percent of the Holders of warrants issued to the Existing
Debenture Holders have executed and delivered to the company an
Amendment and Waiver Agreement, under which, among other things,
the Existing Debenture Holders agree to consent to the
transactions contemplated by the Securities Purchase Agreement and
waive certain covenants and provisions under the Existing
Debentures which would have blocked the proposed issuance of the
May Financing.

In addition, the Consent and Amendment amended the Existing
Debentures to provide that the conversion price shall be adjusted
to equal the lesser of (i) $0.25 (subject to resets and
adjustments pursuant to the terms of this Debenture and subject to
equitable adjustments for stock splits, stock dividends or rights
offerings by the company relating to the company's securities or
the securities of any Subsidiary of the company, combinations,
recapitalization, reclassifications, extraordinary distributions
and similar events) or (ii) 80% of the average of the three lowest
Closing Bid Prices of the Common Stock over the twenty Trading Day
period ending on the Trading Day immediately preceding the
applicable Conversion Date.

A full-text copy of the Securities Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?2e29

A full-text copy of the Registration Rights Agreement is available
for free at http://ResearchArchives.com/t/s?2e2a

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.

Universal Energy Corp.'s consolidated balance sheet at March 31,
2008, showed $4,017,205 in total assets and $12,687,465 in total
liabilities, resulting in a $8,670,260 total stockholders'
deficit.

                       Going Concern Doubt

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about Universal Energy Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's net losses and
negative cash flows from operations since inception.


U.S. ANTIMONY: Posts $141,193 Net Loss in 2008 First Quarter
----------------------------------------------------------------
United States Antimony Corp. reported a net loss of $141,193 on    
total revenues of $1,427,394 for the first quarter ended March 31,
2008, compared with a net loss of $44,788 on total revenues of
$1,349,765 in the same period last year.

The increase in the loss for the first quarter of 2008 compared to
the similar period of 2007 is primarily due to an increase in the
production costs of antimony, in addition to increased corporate
general and administrative professional fees, decreased losses
from the Zeolite Division and increases in exploration costs.

At March 31, 2008, the company's consolidated balance sheet showed
$3,219,118 in total assets, $2,517,772 in total liabilities, and  
$701,346 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $370,614 in total current assets
available to pay $1,744,420 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e1e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
DeCoria, Maichel & Teague, P.S., in Spokane, Washington, expressed
sustantial doubt about United States Antimony Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's  
negative working capital and accumulated deficit.

                   About United States Antimony

Based in Thompson Falls, Montana, United States Antimony
Corporation (OTC BB: UAMY) -- http://www.usantimony.com/--   
engages in the production and sale of antimony and zeolite
products in the United States.


UTSTARCOM INC: Board Taps Peter Blackmore as Chief Executive
------------------------------------------------------------
The board of directors of UTStarcom, Inc. appointed Peter
Blackmore as the company's chief executive officer, effective July
1, 2008.  Mr. Blackmore also will join UTStarcom's board.

The appointment is consistent with UTStarcom's previously
disclosed succession strategy.  Mr. Blackmore, 61, succeeds Hong
Liang Lu, 53, who will become the company's executive chairman of
the board.  In addition to his role as executive chairman, Mr. Lu
will focus externally as an ambassador of UTStarcom, with
particular emphasis on Asia, and will analyze and recommend new
business model and technology strategies to enhance UTStarcomÿs
competitive position.  Mr. Lu will remain a full-time employee of
the company.

In addition, UTStarcom disclosed that Thomas Toy, currently
chairman of the board, will assume the role of lead director on
July 1.

"Since joining UTStarcom in 2007, Peter has been a driving force.  
Under his leadership, the company undertook a broad strategic
review resulting in a new strategy that focuses on the core
business areas of multimedia and broadband and specific geographic
markets with the best growth opportunities," Mr. Hong Lu noted.  
"He also enhanced internal operations and continues to drive the
company toward operational excellence.  We've made significant
progress against our stated strategy and Peter has gained the
respect and admiration of UTStarcom's 5,000 employees around the
world as well as that of our key customers and partners.  I look
forward to continuing to work with Peter and the board in my new
role."

"I am honored to assume the CEO role from Hong, one of the
telecommunications industryÿs true global visionaries," Mr.
Blackmore said.

"Over the past year, UTStarcom has made great strides, and I'm
proud of the people and innovative technologies that made our
successes possible.  As we continue to focus on executing our
strategy and delivering our customers the most compelling
solutions available, we'll fully realize our excellent potential."

Mr. Blackmore joined UTStarcom as president and chief operating
officer from Unisys, where he served as executive vice president
in charge of worldwide sales, marketing and technology since 2005.
Prior to Unisys, he was with Hewlett-Packard Company, a global
technology solutions provider, serving as executive vice president
of the Customer Solutions Group (2004) and executive vice
president of the Enterprise Systems Group (2002-2004).  From 1991
until its acquisition by Hewlett-Packard in 2002, Blackmore was
with Compaq Computer Corporation, serving in a number of senior
management positions, most recently as executive vice president of
worldwide sales and services (2000-2002).

Mr. Lu, a Taiwan China-born, US-educated (Berkeley) entrepreneur,
founded UTStarcom in 1991 as Unitech Telecom, focusing on the
telecommunications market in China.  In 1995, Unitech merged with
Starcom Networks to form UTStarcom.

Under Mr. Lu's leadership, UTStarcom launched the Personal Access
System, a low-cost wireless alternative with more than 50 million
subscribers in China.  As the first large-scale deployment of
affordable cellular technology in rural China, PAS is a widely
known and respected technology in the telecommunications industry.

Also during Mr. Lu's tenure, UTStarcom went public in March 2000,
and then made a series of acquisitions expanding its business and
technology beyond its base in China to other developing economies
in Asia and Latin America as well as to Japan, the United States
and Europe.  UTStarcom acquired several companies to expand its
technology portfolio and market opportunities in areas such as
broadband and IP-based communications.

                      About UTStarcom Inc.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end   
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.  
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.

                    Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.  

On March 3, 2008, the company repaid the convertible subordinated
notes of $289.5 million which included a principal payment of
$274.6 million and the accrued interest of $14.9 million.

The company reported an operating loss of $30.9 million for the
quarter ended March 31, 2008.  


VEDANTA RESOURCES: Fitch Puts 'BB+' Rating on Proposed Unsec. Bond
------------------------------------------------------------------
Fitch ratings has assigned an expected 'BB+' rating to UK-based
Vedanta Resources PLC's proposed senior, unsubordinated unsecured
bond issue.  The final rating is contingent upon receipt of
documents conforming to information already received.  At the same
time, Fitch has also affirmed Vedanta's Long-term foreign currency
Issuer Default rating at 'BBB-' with Stable Outlook and Vedanta's
US$600 million bonds at 'BB+'.

The rating action commentary updates the same published by Fitch
on 13 June 2008.  The proceeds of the senior, unsubordinated bond
issue will be used partly to refinance existing debt, invest in
Vedanta's ongoing capital expenditure programme and provide the
company with additional financial flexibility.

Vedanta is a leading metals and mining company based in London,
and has operations spanning zinc, copper, iron ore and aluminium
in India, Zambia, Australia, and the US.


VERIDIEN CORP: Posts $316,365 Net Loss in 2008 First Quarter
------------------------------------------------------------
Veridien Corp. reported a net loss of $316,365 on revenue of
$623,406 for the first quarter ended March 31, 2008, compared with
a net loss of $243,934 on revenue of $587,468 in the same period
last year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,186,300 in total assets, $2,912,948 in total liabilities,
$39,388 in minority interest, and $233,964 in total stockholders'
equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,345,141 in total current assets
available to pay $2,912,948 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2e22

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Veridien Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations, negative cash flow
from operations and accumulated deficit.

                       About Veridien Corp.

Headquartered in Largo, Fla., Veridien Corporation (OTC BB: VRDE)
-- http://www.veridien.com/-- engages in the development,  
manufacture, distribution, and sale of disinfectants, antiseptics,
and sterilants that are non-toxic and decompose into harmless
naturally occurring organic molecules.  It primarily offers a hard
surface disinfectant/cleaner, which is a tuberculocide,
bactericide, virucide, and fungicide; and antiseptic hand
sanitizer to sanitize hands or for antiseptic cleansing of hands
under the VIRAGUARD brand name.


WATERSTONE LLC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Waterstone LLC
        8515 Kiley Ranch Parkway
        Sparks, Nevada 89434

Bankruptcy Case No.: 08-50954

Chapter 11 Petition Date: June 15, 2008

Court: District of Nevada (Reno)

Debtors' Counsel: Cecilia L. Rosenauer, Esq.
                   (c.lee@cecilialee.net)  
                  510 W. Plumb Lane, Suite A
                  Reno, Nevada 89509
                  Tel: (775) 324-1011
                  Fax: (775) 324-6616

Estimated Assets: $10 million to $50 million

Estimated Debts:  Less than $50,000

Consolidated Debtors' List of 19 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Apartment Guide                                      $3,761
P.O. Box 102039
Atlanta, GA 30384

Reno Staffing                                        $1,881
2255 Green Vista Drive, Suite 402
Sparks, NV 89431

Flooring Solutions                                   $1,508
200 E. Grove Street
Reno, Nevada 89502

For Rent                                             $1,068

Home Depot                                             $820

Suzie Q's Stain Busters                                $645

Office Depot                                           $622

Sherwin Williams                                       $362

Progressive Pest Management                            $225

Federal Express                                        $216

Nevada Court Services                                  $205

Realpage Inc.                                          $203

IKON Financial Services                                $185

Sierra Pacific Tower                                   $136

Answerwest Inc.                                        $79

IKON Office Solutions Inc.                             $66

Illustratus                                            $54

Pitney Bowes Purchase Power                            $24

Safety on Site                                         $23
                       

WESCO AIRCRAFT: Moody's Affirms Corporate Family Rating at B2
-------------------------------------------------------------
Moody's Investors Service affirmed Wesco Aircraft Hardware Corp.'s
B2 Corporate Family and Probability of Default ratings.  At the
same time, the rating agency affirmed the B1 rating to Wesco's
first lien bank credit facilities, including an addition of
$100 million to Wesco's term loan, and the Caa1 rating to the
firm's second lien term loan.  The actions follow the announcement
and related financing of Wesco's acquisition of Airtechnics Inc.
of Wichita, Kansas.  The outlook remains positive.

Wesco, a distributor of aerospace fasteners and components, has
experienced significant revenue and earnings expansion following
its leveraged acquisition in Sept. 2006 by the Carlyle Group.  Its
purchase of Airtechnics will supplement the company's product
range in electromechanical and interconnect products, add to its
customer base, facilitate penetration of aerospace firms serviced
by Airtechnics, and provide opportunities for revenue enhancement,
purchasing efficiencies and certain cost synergies.

Despite the fact that it will fund the acquisition with an
incremental $100 million of debt (accommodated through an
accordion feature in existing loan documentation), Wesco's
performance and prospects for continued growth over the
intermediate term continue to yield a credit profile appropriate
for the B2 Corporate Family Rating.

On a pro forma LTM basis, Moody's would gauge starting leverage in
the mid-four times range with prospective EBITA/interest coverage
close to three times.  Although growth in the distribution sector
and Wesco's business model can be working capital intensive,
material amounts of free cash flow should continue to be
generated.  Consequently, the Corporate Family and Probability of
Default ratings have been affirmed.

The positive outlook considers the favorable environment for
aerospace suppliers benefiting from record OEM order books across
commercial and general aviation sectors, with a very substantial
portion of that backlog attributable to non-U.S. buyers.  Since
approximately 85% of the Wesco's pro forma revenues will be driven
by the production of new aircraft, this macro environment should
sustain Wesco's growth over the next few years.

While the company will encounter certain integration tasks and
expenses, Moody's anticipates Wesco's healthy margins and free
cash flow generation to continue.  This should enable meaningful
debt reduction and foster improving debt protection measures over
time.  The company's $75 million revolving credit facility is
expected to be un-drawn at the closing of the transaction and
supports a good liquidity profile.  Accordingly, the positive
outlook has been affirmed.

Ratings affirmed with refreshed Loss Given Default assessments:

  -- Corporate Family, B2
  -- Probability of Default, B2

  -- $75 million first lien revolving credit facility, B1 (LGD-3,
     39%)

  -- $538 million first lien term loan, B1 (LGD-3, 39%)

  -- $150 million second lien term loan, Caa1 (LGD-5, 89%)

The last rating action was on February 25, 2008 at which time the
outlook was changed to positive.

Wesco Aircraft Hardware Corp., headquartered in Valencia, CA, is a
leading provider of integrated "Just-in-Time" inventory management
services focused on the distribution of aerospace components. Pro
forma combined revenues will be roughly $640 million.



WEST CORP: Affiliate Completes Tender Offer for Genesys' Shares
---------------------------------------------------------------
West Corporation disclosed the definitive results of the tender
offer made by West International Holdings Limited, its subsidiary,
for Genesys.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
West Corporation sought to acquire Genesys and combine it with
InterCall Inc., its subsidiary.  West made a cash offer of
EUR2.50 per ordinary share and for the American Depositary Shares
at the U.S. dollar equivalent.  The total transaction value,
excluding transaction expenses, is approximately EUR182.9 million
or approximately $268.8 million.

These results indicate that, as of the expiration of the
subsequent offering period on June 6, 2008, in aggregate an
additional 4,629,112 Genesys ordinary shares had been tendered
into the offer during the subsequent offering period, including an
additional 1,922,791 Genesys ordinary shares represented by
Genesys ADSs tendered during the subsequent offering period of the
offer in the United States.

When combined with the 64,224,366 Genesys shares tendered into the
offer during the initial offering period that ended on May 7,
2008, and the 1,608,202 Genesys shares that WIH purchased on the
market during the subsequent offering period, these results
indicate that WIH will hold 70,461,680 Genesys shares representing
96.63% of the share capital and voting rights of Genesys, based on
72,921,019 shares and voting rights outstanding as of June 6,
2008.

WIH will accept all of the Genesys ordinary shares tendered into
the offer during the subsequent offering period and expects that
the settlement of the subsequent offer and the delivery of the
offer consideration in accordance with the terms of the subsequent
offer will occur, in respect of tendered Genesys ordinary shares
on Wednesday, June 25, 2008, and in respect of Genesys ADSs
tendered into the subsequent offer no later than Monday, June 30,
2008, to allow for necessary foreign exchange conversions.

               Squeeze-Out for the Shares of Genesys

Having obtained greater than 95% of the total share capital and
voting rights of Genesys, WIH will request the implementation of a
mandatory acquisition  or squeeze-out of the Genesys shares held
by minority shareholders.  The AMF is expected to report the date
of implementation of the squeeze-out within the next several days.

Trading of Genesys shares on the Eurolist market of Euronext Paris
has been suspended as of the publication by the AMF of the results
of the subsequent offering period, and Genesys shares will be
delisted from the Eurolist upon implementation of the squeeze-out.

                         About Genesys

Founded in 1986, Genesys (Euronext Eurolist: FR0004270270) --
http://www.genesys.com/-- is a provider of converged   
collaboration and communication services to thousands of
organizations, including more than 250 of the Fortune Global 500.  
The company's flagship product, Genesys Meeting Center, provides
an integrated multimedia conferencing solution that is easy to use
and available on demand.  With offices in more than 20 countries
across North America, Europe and Asia Pacific.  

                     About West Corporation

Headquartered in Omaha, Nebraska,  West Corporation --
http://www.west.com/-- is a provider of outsourced communication   
solutions to many companies, organizations and government
agencies.  West has a team of 42,000 employees based in North
America, Europe, and Asia.  West helps its clients communicate
effectively, maximize the value of their customer relationships
and drive greater profitability from every interaction.  

InterCall Inc. -- http://www.intercall.com/-- is a subsidiary of   
West Corporation, is a service provider in the world specializing
in conference communications.  Founded in 1991, InterCall helps
people and companies be more productive by providing advanced
audio, event, Web and video conferencing solutions that are easy-
to-use and save them time and money.  Along with a team of over
600 Meeting Consultants, the company employs more than 1,500
operators, customer service representatives, call supervisors,
accounting, marketing and IT professionals. InterCall's U.S.
presence, which includes four call centers and 26 sales offices,
extends to Canada, Mexico, Latin America, the Caribbean, the
United Kingdom, Ireland, France, Germany, Australia, New Zealand,
India, Hong Kong, Singapore and Japan.

As reported in the Troubled Company Reporter on Feb. 4, 2008, the
company's Dec. 31, 2007, balance sheet for the year showed a
stockholders' deficit of $2.2 million.

                           *     *     *

As reported in the Troubled Company Reporter on May 27, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' loan rating
on the senior secured first-lien bank facility of West Corp.
(B+/Stable/--), after the report that the company will add
$134 million to its first-lien term loan.  


WILLIAM WHITE: Case Summary & 20 Unsec. Creditors
-------------------------------------------------
Debtor: William Alexander White
        PO Box 8631
        Roanoke, VA 24014
        aka
        Bill White

Bankruptcy Case No.: 08-71107

Type of Business: The Debtor manages and owns real estate and is   
                  also involved in a publishing business.

Chapter 11 Petition Date: June 13, 2008

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Harry Wayne Brown, Esq.
                  Email: ela@hblawoffice.roacoxmail.com
                  125 Kirk Ave.
                  Roanoke, VA 24011
                  Tel: (540) 345-0200

Total Assets: $1,926,569

Total Debts:  $1,404,664

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

      http://bankrupt.com/misc/vawb08-71107.pdf


WILSONS LEATHER: To Appeal Nasdaq Delisting Determination
---------------------------------------------------------
Wilsons The Leather Experts Inc. disclosed that it received a
Nasdaq Staff Determination on June 3, 2008, indicating that the
company's securities are subject to delisting from The Nasdaq
Global Market.  The company has requested a hearing before a
Nasdaq Listing Qualifications Panel to review the Staff
Determination.

Nasdaq had previously advised the company that it failed to comply
with the minimum $10.0 million stockholders' equity requirement
for continued listing on the The Nasdaq Global Market as set forth
in Marketplace Rule 4450(a)(3).  The company subsequently
responded to Nasdaq on April 30, 2008, outlining a plan for
regaining compliance and requesting an additional period of time
to execute its plan before facing possible delisting from The
Nasdaq Global Market.  The June 3rd Nasdaq letter reported the
Nasdaq Staff's determination that the company's plan did not
demonstrate a definitive plan to achieve near term compliance or
sustain compliance over an extended period.

Furthermore, as previously disclosed on Feb. 21, 2008, the Staff
notified the company on Feb. 15, 2008, that the closing bid price
of its common stock had been below $1.00 for 30 consecutive
trading days, and accordingly, that the Company did not comply
with Marketplace Rule 4450(a)(5).

In addition, as reported in the Troubled Company Reporter on May
15, 2008, the Staff notified the company on May 1, 2008, that the
minimum market value of publicly held common shares of its common
stock had been below $5.0 million for 30 consecutive trading days,
and accordingly, that the company did not comply with Marketplace
Rule 4450(a)(2).

The company cannot provide any assurance that the Panel will
decide to allow the Company to remain listed or that the company's
actions will prevent the delisting of its common stock from The
Nasdaq Global Market.  The company's common stock will remain
listed on the The Nasdaq Global Market until the Panel makes a
formal decision following the appeal hearing.

Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather
Experts Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is   
a specialty retailer of leather outerwear, accessories and apparel
in the United States.  As of May 3, 2008, Wilsons Leather operated
228 stores located in 39 states, including 100 mall stores, 114
outlet stores and 14 airport stores.

As of May 3, 2008, the company's balance sheet showed total assets
of $64.7 million, total liabilities of $43.2 million, preferred
stock of $40.2 million, and total common shareholders' deficit of
$18.7 million.


WORLDSPACE INC: Charles Mathias Resigns as Board Member
-------------------------------------------------------
WorldSpace, Inc. received a letter from Charles McC. Mathias
stating his intention to resign from his post as member of the
Board of Directors of the company.

To the knowledge of the executive officers of the company, Mr.
Mathias' resignation did not result from any disagreements between
the company's management and Mr. Mathias regarding the company's
operations, policies or practices.

Based in the Washington, DC metropolitan area, WorldSpace Inc.
(Nasdaq: WRSP) -- http://www.worldspace.com/-- is a media     
and entertainment company that offers a satellite radio to
consumers in more than 130 countries with five billion people,
driving 300 million cars.  It operates WORLDSPACE Satellite Radio,
which delivers the latest tunes, trends and information from
around the world and around the corner.  WORLDSPACE offers a
combination of local programming, original WORLDSPACE content and
content from brands around the globe including the BBC, CNN
International, Virgin Radio UK, NDTV and RFI.  WORLDSPACE's
satellites cover two-thirds of the earth's population with six
beams.  WorldSpace has offices in Australia and France.

The company's balance sheet at March 31, 2008, showed total assets
of $323.7 million and total liabilities of $2.1 billion and
minority interest of $608,000, resulting in total shareholders'
deficit of $1.7 billion.

                        Going Concern Doubt

As reported in the The Troubled company Reporter on May 1, 2008,
Grant Thornton LLP in McLean, Virginia, raised substantial doubt
about WorldSpace Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's net loss, negative working capital, and
shareholders' deficit.  Grant Thornton also cited that the
company's management does not believe its cash on hand and cash
available is sufficient to meet its operating needs during the
coming year.


* Fitch Says Energy Price Hike Could Pose Liquidity Issues
----------------------------------------------------------
The ongoing surge in energy prices could pose liquidity issues for
a number of U.S. downstream sectors, with independent refiners the
most exposed, according to Fitch Ratings.

Crude oil at $130/barrel and natural gas at $12.50/mmbtu have
created cash strains on downstream users in the form of greater
short-term liquidity needs as companies are forced to finance
increasingly expensive inventories out of existing cash flows and
revolver capacity.  In many cases, high prices for end users have
compounded this problem by squeezing both margins and demand,
which pressures operating cash flows and can further increase the
need for external financing.

Downstream sector company responses to higher energy prices have
included a slow-down or deferral in capital expenditure plans, a
stronger emphasis on inventory management, and the potential for
accelerated M&A as some companies look to solidify their funding
needs with existing asset sales.

'A number of existing credit revolvers were not structured to
handle the impact of dramatically higher energy prices,' said Mark
Sadeghian, Director, Fitch Ratings.  'This could be a particular
problem for those issuers with lower credit quality if the
challenging credit environment persists.'

Fitch believes that independent refiners are the most exposed to
fast-rising prices given their need to hold large quantities of
crude oil feedstocks and finished product inventories.  Liquidity
risk is moderate for midstream energy companies, propane retailers
and electric utilities but varies on a case-by-case basis, and in
the case of utilities depends on the adequacy and timeliness of
cost recovery mechanisms.  Liquidity risk is generally low for
integrated oil companies, product and LPG pipelines and natural
gas distributors. ff


* N.Y. City Bankruptcies Up More than Threefold
-----------------------------------------------
Daniel Massey of Crian's New York business.com reports that the
number of corporate bankruptcy filings in New York city more than
tripled in the first five months of the year due to the current
national and local economic condition.

Through May, Chapter 11 filings at federal bankruptcy courts in
the city totaled 335, up from 104 in the same period a year
earlier, mainly due to a nearly fivefold rise in filings at the
U.S. Bankruptcy Court for the Southern District of New York.  
Filings in that court rose to 288 from 60, which surpassed the 231
filings made there in all of 2007, the report said.

According to the report, lawyers say the difference between this
wave of bankruptcies and previous ones is that most companies --
due to the bankruptcy law changes in 2005 that make it difficult
for companies to reorganize -- are using bankruptcy as a last
resort, and not as a way to stay in business.

This wave of bankruptcies includes many small businesses, ranging
from restaurants to interior decorators to construction firms.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Raphael M. Palomino, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***