TCR_Public/060420.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 20, 2006, Vol. 10, No. 93

                             Headlines

ADF GROUP: Restructures $26.3 Million in Outstanding Loans
AH-DH APARTMENTS: Wants McGuire Craddock as Bankruptcy Counsel
ATA AIRLINES: Gets Okay to Settle 96/97 EETC A-F Leasing Claims
AVANEX CORPORATION: Appoints Cal R. Hoagland as Senior VP & CFO
AZTAR CORP: Amends Merger Agreement With Pinnacle Entertainment

BEAR STEARNS: Fitch Downgrades $4.1MM Class L Certs.' Rating to C
BESTON CHEMICAL: Case Summary & 8 Largest Unsecured Creditors
CALIFORNIA STEEL: Earns $30.3 Million in 2006 First Fiscal Quarter
CENDANT CORP: Names Jeff Clarke as Travel Services Unit CEO
CHARLOTTE DEAN: Case Summary & 20 Largest Unsecured Creditors

CITADEL SECURITY: Balance Sheet Upside-Down by $864,892 at Dec. 31
CKE RESTAURANTS: Earns $154.3 Mil. in Fourth Quarter Ended Jan. 31
CMP KC: Moody's Junks Debt and Corporate Family Ratings
CMP SUSQUEHANNA: Moody's Puts B3 Rating on $275MM Sr. Sub. Notes
COLISEUM FUNDING: Moody's Raises Class A-2 Notes' Rating to Baa2

CONQUEST RESTAURANT: Voluntary Chapter 11 Case Summary
DANA CORP: Gets Final Court Approval to Pay Lienholder Claims
DANA CORP: Can Use Cash Management System on a Final Basis
DANA CORP: Gets Final Court OK on Sec. 345 Investment Guidelines
DEATH ROW: Section 341(a) Meeting Scheduled for May 5

DELPHI CORP: Hires Covington as Special Foreign Trade Counsel
DENNIS BERRY: Voluntary Chapter 11 Case Summary
D.R. HORTON: Net Income Rises 20% in 2006 Second Fiscal Quarter
EMERGE CAPITAL: Turns to AGORACOM for Investor Relations Advice
ENRON CORP: Court Okays Stipulation Settling HVB Claims Dispute

ENRON CORP: Allows Massey's $16,646,000 Reduced Claims
ENRON CORP: Court Denies Compensation Claims to 20 Ex-Employees
EXIDE TECH: Compensation Panel Okays Two Officers' Salary Increase
EXIDE TECHNOLOGIES: Wants Charlotte E. Eoff's Claims Discharged
FINANSBANK RUSSIA: Share Transfer Plan Cues Moody's Ratings Review

FISHERS OF MEN: Section 341(a) Meeting Scheduled for May 4
GLENN SHAY: Case Summary & 20 Largest Unsecured Creditors
GLOBAL HOME: Section 341(a) Meeting Scheduled for May 8
GMAC COMMERCIAL: Fitch Affirms $19 Million Class M's CCC Rating
GRANT FAMILY: Case Summary & 20 Largest Unsecured Creditors

HAAGEN ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
HEALTHSOUTH CORP: Moody's Puts B2 Rating on New $2.55 Bil. Credit
H/Z ASSOCIATES: Voluntary Chapter 11 Case Summary
INSURANCE AUTO: Discloses 4th Qtr. & 2005 Full Year Fin'l Results
INTERSTATE BAKERIES: Wants to Reject 14 Real Property Leases

INTERSTATE BAKERIES: Huffman Can Liquidate Claim in State Court
JACK SMITH: Case Summary & 4 Largest Unsecured Creditors
JUDITH REYNOLDS: Voluntary Chapter 11 Case Summary
LEVEL 3: Buying ICG Communications for $163 Million
LIBERTY MEDIA: Sees Double-Digit Revenue Growth for LIG in 2006

LONDON FOG: Court Okays Belding Harris as Local Bankruptcy Counsel
LONGVIEW FIBRE: Moody's Reviewing Ratings For Possible Downgrade
LOVESAC CORP: Ct. OKs Klehr Harrison as Panel's Bankruptcy Counsel
LOVESAC CORP: Panel Hires Executive Sounding as Financial Advisor
MARICOPA COUNTY: Moody's Confirms Ba3 Rating With Negative Trend

MICHAEL FAIR: Case Summary & 20 Largest Unsecured Creditors
NC TELECOM: Wants to Walk Away From Three Executory Contracts
NEWPARK RESOURCES: Accounting Probe Spurs Moody's Negative Trend
NVF COMPANY: Wants Until June 16 to Remove Civil Actions
OCA INC: Committee Wants Jenner & Block as Bankruptcy Counsel

OCA INC: Panel Taps Loughlin Meghji+Company as Financial Advisor
OMEGA HEALTHCARE: Declares $0.24 Per Share Common Stock Dividend
PERSISTENCE CAPITAL: Court Names David Hahn as Chapter 11 Trustee
PHILLIP PETTUS: Case Summary & 12 Largest Unsecured Creditors
PREMIUM PAPERS: Wants to Maintain AFCO Insurance Financing Pact

R-CON INC: Case Summary & 20 Largest Unsecured Creditors
R. L. FULTON: Voluntary Chapter 11 Case Summary
RADNOR HOLDINGS: Equity Deficit Widens to $87.4M at Dec. 31
ROBERT HARRY: Case Summary & 7 Largest Unsecured Creditors
ROBIN DANIEL: Case Summary & 20 Largest Unsecured Creditors

ROGER LEONARD: Case Summary & 17 Largest Unsecured Creditors
RUSSELL CORP: Berkshire Deal Prompts Moody's Ratings Review
SAINT VINCENTS: Has Access to RCG Cash Collateral Until April 30
SAINT VINCENTS: Refines Malpractice Claims Procedures
SAINT VINCENTS: Court Allows Assumption of RJ Archer Lease

SAPNA INC: Case Summary & 3 Largest Unsecured Creditors
SAXON CAPITAL: Moody's Puts Debt & Corp. Family Ratings at Low-B
SEARS HOLDINGS: More Shareholders Oppose Sears Canada Takeover Bid
STERLING INFO: Case Summary & 20 Largest Unsecured Creditors
SUMMIT AT PEOH: Case Summary & 7 Largest Unsecured Creditors

SYLVEST FARMS: Case Summary & 41 Largest Unsecured Creditors
TEX STAR: Section 341(a) Meeting Scheduled for May 2
THOMAS HUZELLA: Voluntary Chapter 11 Case Summary
TRANS-ACTION: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL HOSPITAL: Balance Sheet Upside-Down by $96.8M at Dec. 31

VERILINK CORPORATION: Section 341(a) Meeting Scheduled for May 16
WENDY'S INT'L: Jack Schuessler Steps Down as Chairman & CEO
WESTERN APARTMENT: Case Summary & 9 Largest Unsecured Creditors
WINDOW ROCK: Hires Prolman Associates as Financial Consultant
WINDOW ROCK: Court Approves Ullman Shapiro as Special Counsel

WORLDCOM INC: Asks Court to Dismiss Telnet's Amended Claim
WORLDCOM INC: Judge Gonzalez Expunges 74 ERISA-Related Claims

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ADF GROUP: Restructures $26.3 Million in Outstanding Loans
----------------------------------------------------------
ADF Group Inc. (TSX: DRX.sv) entered into an agreement with
its long-term lender in order to restructure the terms of its
$14.5 million and $11.8 million loans.  The Company didn't
identify the identity of its long-term lender.

The Company and the long-term lender had previously agreed to
reduce the financial obligations of the Company under the loans
until May 31, 2006.

Under the terms of the new agreement, the Company will have no
capital repayments for a 36-month period starting Feb. 23, 2006,
on the $14.5 million loan and, starting April 24, 2006, interest
on that loan will be calculated at a fixed interest rate of 7.8%,
payable monthly until the maturity of the loan on Feb. 23, 2009.

The fixed capital repayment schedule on the $11.8 million loan has
been replaced with a repayment schedule based on 25% of the
Company's available cash flows beginning in financial year 2007
and payable annually in the month of May.  The term of the loan
has been extended to May 31, 2011.  Moreover, this loan will bear
no interest until May 31, 2011.  However, a special fee will be
payable on May 31, 2011, or at the date the loan is fully repaid,
whichever comes first.

The special fee will be calculated at a rate of 10% on the total
cumulated net profits between the financial years ending Jan. 31,
2007, and 2011 or at the date the loan is fully repaid, whichever
comes first and payable at that date.

Jean Paschini, the Company's Chairman of the Board and Chief
Executive Officer stated "We are pleased to have the support of
our long-term lender.  This is a key element to the Company's
long-term success."

As a condition precedent to the loan restructuring, the long-term
lender has requested that certain loans advanced by certain
companies controlled by members of the Paschini family that are
insiders of the Company be converted into subordinate voting
shares.

As a result, those persons have agreed to convert an aggregate of
$1,650,549.18 in outstanding debt into 1,602,475 subordinate
voting shares (representing 12.9% of the outstanding subordinate
voting shares) at a price per subordinate voting share of $1.03
which is equal to the volume weighted average trading price of the
subordinate voting shares on the TSX for the five trading days
preceding the date the transaction was agreed to.

Presently, members of the Paschini family or their affiliates hold
no subordinate voting shares and hold 14,343,107 multiple voting
shares (representing 53.6% of the Company's outstanding equity and
92.02% of the votes attaching to the Company's outstanding
shares).

Following the conversion of their loans into subordinate voting
shares, those persons will hold 1,602,475 subordinate voting
shares and 14,343,107 multiple voting shares (representing 56.2%
of the Company's outstanding equity and 92.11% of the votes
attaching to the Company's outstanding shares).

As the number of subordinate voting shares to be issued pursuant
to the debt conversion, which is a condition to the restructuring
of the long-term loans, exceeds the number of securities issuable
under the rules of the Toronto Stock Exchange without shareholder
approval, the Company has requested that the TSX provide an
exemption from the requirement to seek shareholder approval, as
required under Section 607(g) of the TSX Company Manual, under
Section 604(e) of the TSX Company Manual on the basis of its
financial hardship.

In addition, due to the participation of insiders, the debt
conversion is a related party transaction for the purposes of OSC
Rule 61-501 and Quebec Regulation Q-27 and the Company is relying
on exemptions from the valuation and minority approval
requirements of OSC Rule 61-501 and Quebec Regulation Q-27 based
on a determination of financial hardship.

An independent committee of the Board composed of directors who
are free from any interest in the transaction and who are
unrelated to any of the parties involved in the transaction has
been established to review the transaction.

This committee has recommended the transaction and, based on this
recommendation, the Board has determined that the Company if it
does not restructure its two long-term loans, will be in serious
financial difficulty, that the transaction is designed to improve
its financial situation and is reasonable under the circumstances,
and has approved the transactions.

A material change report will be filed less than 21 days before
the closing date of the transaction.  This shorter period is
reasonable and necessary in the circumstances as the Company
wishes to complete the transaction in a timely manner in light of
the foregoing determination.

                             About ADF

ADF Group Inc. -- http://www.adfgroup.com/-- is a North American
leader in the design, engineering, fabrication and erection of
complex steel superstructures, as well as in architectural metal
work.  ADF is one of the few players in the industry capable of
handling highly technically complex megaprojects on fast-track
schedules in the commercial, institutional, industrial and public
sectors.

At Oct. 31, 2005 ADF Group Inc.'s balance sheet showed a
CDN$12,271,000 stockholders' equity deficit compared to a
CDN$15,161 positive equity at Jan. 31, 2005.


AH-DH APARTMENTS: Wants McGuire Craddock as Bankruptcy Counsel
--------------------------------------------------------------
AH-DH Apartments, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Texas for permission
to employ McGuire, Craddock & Strother, P.C., as their bankruptcy
counsel.

The Debtors tell the Court that DB Holdings, LLC, a debtor-
affiliate that filed for bankruptcy protection on April 10, 2006,
will employ its own bankruptcy counsel.

The Debtors tell the Court that McGuire Craddock will perform
legal services necessary during their chapter 11 cases.

The Debtors disclose that the Firm's professionals bill:

       Professional              Hourly Rate
       ------------              -----------
       Partners                  $250 - $350
       Associates                $175 - $235

The lead counsel for this engagement, J. Mark Chevallier, Esq.,
bills $320 per hour.  The Debtors inform the Court that Dalcor
Realty, LLC, a direct or indirect equity owner of each of the
Debtors has paid the Firm a $160,000 retainer.

Mr. Chevallier assures the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Plano, Texas, AH-DH Apartments, Ltd., owns 16
apartment complexes.  The company and three of its affiliates
filed for chapter 11 protection on Mar. 22, 2006 (Bank. E.D. Tex.
Case No. 06-40355).  J. Mark Chevallier, Esq., at McGuire Craddock
& Strother, P.C., represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.

DH Holdings Limited Partnership and DH Holdings GP, Inc., filed
for chapter 11 protection on Apr. 8, 2006 (Bankr. E.D. Tex. Case
Nos. 06-40479 and 06-40480).  Another affiliate, DB Holdings, LLC,
filed for chapter 11 protection on Apr. 10, 2006 (Bankr. E.D. Tex.
Case No. 06-40484).  The Debtors' chapter 11 cases are jointly
administered under Case No. 06-40355.


ATA AIRLINES: Gets Okay to Settle 96/97 EETC A-F Leasing Claims
---------------------------------------------------------------
As reported in the Troubled Company Reporter on April 4, 2006, in
1996 and 1997, certain of ATA Airlines, Inc., and its debtor-
affiliates leased five aircraft pursuant to a leveraged lease
transaction.  A-F Leasing, Ltd., as successor-in interest to First
American National Bank, participated in the 96/97 EETC Transaction
as the owner participant for an aircraft bearing U.S. Registration
No. N520AT.

After their bankruptcy filing, the Debtors entered into:

    * an amended term sheet in which the Debtors rejected all of
      the leases under the 96/97 EETC Transaction, including the
      Lease; and

    * new leveraged leases, including a new leveraged lease for
      the Aircraft, with Wilmington Trust Company.

A-F filed Claim No. 863 against ATA Holdings Corp., and Claim No.
864 against ATA Airlines for damages under the Lease and the TIA.
Claim No. 864 was subsequently amended by Claim No. 2121, whereas
Claim No. 863 was amended by Claim No. 2122.

The Debtors objected to the Claims on the ground that the amount
of the Claims had been set pursuant to, and would be allowed in
the amounts stated in, stipulations among the parties which had
been approved by the Court.

Additionally, the Debtors objected to the Claims because they
argued that there was no loss event under the 96/97 EETC
Transaction as the new leases preserved the structure of the
leveraged leases.

Following arm's-length negotiations, the parties stipulate and
agree that:

    (a) Claim No. 2122 will be allowed for $2,000,000 as A-F's
        only claim under the TIA for N520AT against ATA Airlines;

    (b) A-F will, with respect to Claim No. 2122, elect treatment
        as a Class 7 or unsecured creditor convenience class
        Allowed Claim under the Reorganization Plan; and

    (c) Claim Nos. 863, 864, and 2121 will be disallowed in their
        entirety.

The Court approved the Debtors' stipulation with A-F Leasing.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


AVANEX CORPORATION: Appoints Cal R. Hoagland as Senior VP & CFO
---------------------------------------------------------------
Avanex Corporation named Cal R. Hoagland as its Senior Vice
President and Chief Financial Officer.  Tony Riley, the Acting
Chief Financial Officer of the Company, will become Vice
President, Finance.  These changes became effective on April 10,
2006.

Mr. Hoagland, 49, has been a principal of the Financial Leadership
Group, LLC, a chief financial officer consulting services company,
since May 2005.

From August 2001 to January 2005, he held several positions,
including Senior Vice President, CFO and Secretary, at Interwave
Communications, a publicly held compact wireless cellular
telecommunication networks infrastructure company.

From March 1999 to June 2001, Mr. Hoagland served as Treasurer at
Persistence Software, a caching software company.  Previously, Mr.
Hoagland served as Chief Financial Officer for Phasecom, a cable
modem company; as Chief Financial Officer for Accom, a video
caching company; and as Corporate Controller for ADAC
Laboratories, a medical imaging equipment company.

Mr. Hoagland is a former Audit Manager with Coopers & Lybrand, now
PricewaterhouseCoopers.  Mr. Hoagland is a Certified Public
Accountant and holds a B.S. in Business Administration from San
Jose State University.

In connection with Mr. Hoagland's appointment as Chief Financial
Officer of the Company, he will be paid an annual base salary of
$260,000.  In addition, subject to the approval of the
Compensation Committee of the Company's Board of Directors, Mr.
Hoagland will receive an option to purchase 450,000 shares of the
Company's Common Stock at the current fair market value.

One-fourth of the shares subject to the option will vest one year
after the commencement of Mr. Hoagland's employment with the
Company, and 1/48th of the shares subject to the option will vest
monthly thereafter, so that the option will be fully vested four
years from the date of commencement of employment.

The vesting of the shares subject to the option may be accelerated
in specified circumstances.  In addition, subject to the approval
of the Compensation Committee of the Company's Board of Directors,
Mr. Hoagland will be granted 250,000 restricted stock units.

Twelve and one-half percent of the restricted stock units awarded
will vest on June 30, 2006, and 12.5% of the restricted stock
units awarded will vest each quarter thereafter so that the
restricted stock units will be fully vested on March 31, 2008.

The vesting of the restricted stock units may be accelerated in
specified circumstances.  In addition, Mr. Hoagland will be
eligible to participate in the Company's Fiscal 2006 Incentive
Bonus Plan.

                           About Avanex

Avanex Corporation -- http://www.avanex.com/-- provides
Intelligent Photonic Solutions(TM) to meet the needs of fiber
optic communications networks for greater capacity, longer
distance transmissions, improved connectivity, higher speeds and
lower costs.  These solutions enable or enhance optical wavelength
multiplexing, dispersion compensation, switching and routing,
transmission, amplification, and include network-managed
subsystems.  Avanex was incorporated in 1997 and is headquartered
in Fremont, Calif.  Avanex also maintains facilities in Elmira,
N.Y.; Shanghai, China; Nozay, France; San Donato, Italy; and
Bangkok, Thailand.

                          *     *     *

                       Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about Avanex
Corporation's (Nasdaq: AVNX) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm pointed to
the Company's recurring losses and negative cash flows from
operations.


AZTAR CORP: Amends Merger Agreement With Pinnacle Entertainment
---------------------------------------------------------------
Aztar Corporation (NYSE: AZR) amended its merger agreement with
Pinnacle Entertainment, Inc.  Pursuant to the amended merger
agreement, the purchase price for each share of Aztar common stock
has been increased to $43 in cash and the purchase price for each
share of Aztar Series B preferred stock has been increased to
$454.79 in cash.

The termination fee of $42 million and the termination expenses
allowance of up to $13 million in the merger agreement remain
unchanged.

Aztar also disclosed that its Board of Directors has determined,
after consultation with its legal and financial advisors, that the
previously announced unsolicited proposal to acquire Aztar's
common stock for a price of $47 in cash received from Wimar Tahoe
Corporation, dba Columbia Entertainment, the gaming affiliate of
Columbia Sussex Corporation, continues to be reasonably likely to
result in a superior proposal, as defined in the merger agreement
with Pinnacle, as amended on April 18, 2006.

Based on the determination of Aztar's Board that Columbia
Entertainment's proposal continues to be reasonably likely to
result in a superior proposal compared to the amended agreement
with Pinnacle, Aztar's Board has authorized Aztar to continue
discussions with Columbia Entertainment.

Aztar's Board will continue to evaluate all aspects of the
proposal from Columbia Entertainment, and there can be no
assurance that the proposal from Columbia Entertainment will
result in a definitive offer or, if any offer is made, that it
would be accepted by Aztar's Board of Directors.

Aztar Corp. -- http://www.aztarcorp.com/-- is a publicly traded
company that operates Tropicana Casino and Resort in Atlantic
City, New Jersey, Tropicana Resort and Casino in Las Vegas,
Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada,
Casino Aztar in Caruthersville, Missouri, and Casino Aztar in
Evansville, Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services reported that its BB rating on
Aztar Corp. remains on CreditWatch with negative implications,
where they were placed on Feb. 16, 2006.  The CreditWatch update
followed the announcement by Pinnacle that it has signed a
definitive merger agreement to acquire the outstanding shares of
Aztar.


BEAR STEARNS: Fitch Downgrades $4.1MM Class L Certs.' Rating to C
-----------------------------------------------------------------
Fitch Ratings downgraded Bear Stearns Commercial Mortgage
Securities, commercial mortgage pass-through certificates, series
1999-WF2, as:

   -- $4.1 million class L to 'C' from 'CC'

Fitch upgrades and removes from Rating Watch Positive these
classes:

   -- $21.6 million class G to 'BBB+' from 'BBB-'
   -- $16.2 million class H to 'BBB-' from 'BB'

Fitch also upgrades these classes:

   -- $43.2 million class C to 'AAA' from 'AA'
   -- $10.8 million class D to 'AAA' from 'AA-'
   -- $27.0 million class E to 'AA-' from 'A-'
   -- $10.8 million class F to 'A+' from 'BBB+'
   -- $8.1 million class I to 'BB' from 'BB-'

In addition, Fitch affirms these classes:

   -- $43.2 million class A-1 at 'AAA'
   -- $525.8 million class A-2 at 'AAA'
   -- $43.2 million class B at 'AAA'
   -- Interest only class X at 'AAA'
   -- $9.5 million class J at 'B+'
   -- $10.8 million class K at 'B-'

Fitch does not rate the $3.3 million class M.

The rating downgrade reflects Fitch's increased loss expectations
on the specially serviced loans.  Fitch projected losses on the
specially serviced are projected to deplete class M and
significantly impact class L.

The rating upgrades reflect the increased credit enhancement due
to loan payoffs and additional defeasance (3.7%) since Fitch's
last rating action, and levels inline with the subordination
levels of deals issued today with similar characteristics.  As of
the April 2006 distribution date, the pool's aggregate balance has
been reduced 28%, to $779.4 million from $1.08 billion at
issuance.  In total, twenty loans (11.9%) have defeased.  The
transaction has realized $7.5 million in losses since issuance.

Currently, there are two loans (2.1%) in special servicing.  The
largest asset (1.2%) is collateralized by a retail center in
Waterford Township, Michigan, and is real estate owned.  The
special servicer continues to market the property for sale.  Based
on current valuations for the property, a loss is projected upon
liquidation.

The second largest specially serviced loan (0.87%) is secured by
a complex of 55 apartment buildings comprising 440 units in
Jackson, Mississippi.  The borrower filed bankruptcy on the day of
the foreclosure sale.  The borrower is in the process of
submitting a discounted payoff offer, the viability of which will
be evaluated by the special servicer.


BESTON CHEMICAL: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Beston Chemical Corporation
        415 Woodline Drive
        The Woodlands, Texas 77386

Bankruptcy Case No.: 06-31550

Type of Business: The Debtor is a worldwide supplier of
                  blasting accessories, high explosives,
                  propellants and intermediate chemicals.
                  Beston serves both commercial and
                  defense-related industries.  See
                  http://www.beston.com/

Chapter 11 Petition Date: April 14, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Trent L. Rosenthal, Esq.
                  Boyar & Miller, P.C.
                  4265 San Felipe, Suite 1200
                  Houston, Texas 77027
                  Tel: (713) 850-7766
                  Fax: (713) 552-1758

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
China North Chemical             Trade debt          $4,058,375
Industries Corp.
No. 1 Wu Jia Cun,
Fegtai District
Beijing, China

Shandong Yinguang Chemical       Trade debt          $2,198,644
Industries Joint Stock Co., Ltd.
No. 1 Hua Gong Lu
Feixian County
Shandong Province, China

China XinShiDai Company          Trade debt            $719,816
Xinshidai Plaza,
No. 7 Huayuan Road
Haidian District
Beijing, 100088, P.R. China

Dynasty Transportation           Trade debt            $258,050
P.O. Box 95291
New Orleans, LA 70195

Owen Oil Tools, Inc.             Trade debt             $43,476

White, Mackillop & Baham, PC     Trade debt             $42,181

Explosive Service                Trade debt              $3,495
International, Ltd.

CZAR Investments, LLC            Trade debt             Unknown


CALIFORNIA STEEL: Earns $30.3 Million in 2006 First Fiscal Quarter
------------------------------------------------------------------
California Steel Industries, Inc., reported its first quarter
results for the period ended March 31, 2006.  Net income for the
period is $30.3 million on sales of $318.0 million, from shipments
of 490,427 net tons of steel products.

Sales revenues of $318.0 million are slightly less than the
same period in the prior year.  EBITDA for the quarter is
$60.1 million, 25% higher than 2005.  Net income of
$30.3 million is 37% higher.

Compared to fourth quarter 2005, net sales in the first quarter
2006 are six percent higher than fourth quarter 2005's
$300.8 million, while net income more than doubled in first
quarter 2006, from $12.7 million.  Shipments are just slightly
higher in first quarter 2006, increasing from 479,380 tons.

"This first quarter is a good start for 2006," Masakazu Kurushima,
President and CEO, said.  "Shipment levels are strong, and have
returned some of the best first quarter results in our company's
history," he continued.

The balance under the Company's Revolving Credit Agreement
was zero as of March 31, 2006, with availability of over
$108.5 million and a cash balance of $79.1 million.

Headquartered in Fontana, Calif., California Steel Industries,
Inc. -- http://www.californiasteel.com/-- manufactures and sells
a wide range of flat rolled steel products to western US
customers.  CSI's products includes hot rolled, cold rolled,
electric resistant weld pipe and galvanized coil and sheet.  CSI
has about 1,000 employees.

                          *     *     *

California Steel Industries, Inc.'s 6-1/8% Series B Senior Notes
due 2014 carry Moody's Investor Service's Ba2 rating and Standard
and Poor's BB- rating.


CENDANT CORP: Names Jeff Clarke as Travel Services Unit CEO
-----------------------------------------------------------
Cendant Corporation (NYSE: CD) disclosed that technology
executive, Jeff Clarke, has been appointed chief executive officer
and president of its Travel Distribution Services Division,
effective May 1, 2006.

Mr. Clarke joins TDS from CA, formerly Computer Associates Inc.,
where he served as the software company's chief operating officer
since 2004.

Mr. Clarke's appointment as CEO and president further strengthens
the TDS management team, and completes the division's senior
leadership.  Gordon Bethune became Chairman of the division last
month.

"Jeff Clarke has been a rising star in the technology sector for
many years and I am delighted that he has agreed to accept the
position as CEO and president," Cendant's Chairman and CEO, Henry
R. Silverman, said.

"Jeff's strong management and operational skills played an
integral role in the successful revitalization of CA.  As head of
global operations at Hewlett-Packard following its merger with
Compaq Computer Corporation, he helped to facilitate one of the
largest and most successful merger integrations within the
technology sector.

"Jeff's unique experiences make him a seasoned executive who is
well prepared to continue to strengthen TDS's position as one of
the world's leading travel distribution services businesses."

"As we noted in December 2005, we have moved from the acquisition
phase to the execution phase of TDS's development, and Jeff is an
ideal choice to lead that effort.

"His experiences at CA and HP will be extremely helpful in driving
revenue and profit growth from our global, leading portfolio of
brands and businesses.  Together with Gordon Bethune's extensive
background in travel, our world-class management team is now
complete."

Mr. Clarke began his career at Digital Equipment Corporation in
1985, holding several financial, operational and international
positions before joining Compaq in 1998.

"He was Compaq's Chief Financial Officer and Senior Vice President
of Finance and Administration before being asked to lead the
integration with HP.

"Clarke joined CA in 2004, and in his role of Chief Operating
Officer, he was responsible for sales, services, corporate
strategy, business development, finance and information technology
for the $3.5 billion company.

"I am thrilled to have the opportunity to lead a company with such
a strong management team and a remarkable portfolio of assets,"
Mr. Clarke said.

"TDS, with its leading brands such as Orbitz, Galileo and
Gullivers Travel Associates, is ideally positioned to experience
considerable growth in the months and years ahead and I am excited
about being part of its success."

Mr. Bethune joined TDS in March after a career spent in the
airline industry, including his role as Chief Executive Officer of
Continental Airlines, where he was credited with turning around
the struggling carrier.

Between 1979 and 1988, Mr. Bethune held executive positions at
several other major airlines including Braniff, Western and
Piedmont, along with serving as a vice president and general
manager at Boeing Corporation.

                    TDS Is Now Travelport, Inc.

The Company also disclosed that TDS, comprised of widely
recognized travel industry brands like Orbitz, Galileo and
Gullivers Travel Associates, has been re-named Travelport, Inc.

"Taking on the Travelport name offers us the opportunity to create
a strong and unifying brand identity for the distinct travel
businesses that comprise our company.

"It also allows us the opportunity to leverage the brand equity
that already exists in the Travelport name and identifies our
company as the destination for travel bookings," Mr. Bethune said.

"Travelport will continue to focus on transforming the travel
experience by improving operating systems and employing a more
customer-focused approach."

The division will continue to be referred to as TDS until such
time as the logo and complete brand identity have been announced,
which is expected to be in the early summer.

Travelport will be headquartered in New Jersey and is one of the
most geographically diverse and vertically integrated travel
distribution companies in the world, with over 8,000 employees
operating in more than 130 countries.

                            About TDS

Cendant Corporation's (NYSE: CD) Travel Distribution Services
division is one of the world's largest and most geographically
diverse collections of travel brands and distribution businesses.
The division, employing approximately 8,000 people and operating
in nearly 130 countries, includes: leading global distribution
system Galileo, serving more than 50,000 travel agencies and over
60,000 hotels; GTA (Gullivers Travel Associates), a leading
wholesaler and global online provider of hotels, destination
services, travel packages and group tours; and leading online
travel agencies including Orbitz.

                    About Cendant Corporation

Headquartered in New York City, Cendant Corporation --
http://www.cendant.com/-- is primarily a provider of travel and
residential real estate services.  With approximately 85,000
employees, the Company provides these services to businesses and
consumers in over 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services assigned its 'BBB-' rating
and '1' recovery rating to Cendant Car Rental Group LLC's
$2.375 billion secured credit facility.  At the same time, S&P
assigned its 'BB-' rating to the company's $1 billion senior
unsecured notes due 2014 and 2016.


CHARLOTTE DEAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charlotte Louise Dean
        fka Charlotte Schwenker
        5198 Frankfort Road
        Shelbyville, Kentucky 40065

Bankruptcy Case No.: 06-30942

Chapter 11 Petition Date: April 19, 2006

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Ted W. Spiegel, Esq.
                  7982 New LaGrange Road, Suite 1
                  Louisville, Kentucky 40222
                  Tel: (502) 327-6787
                  Fax: (502) 327-6574

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dale Allison                     Personal Loan         $150,000
1705 Arnold Palmer Boulevard
Louisville, KY 40245

Rocky Harris                     Personal Loan          $25,000
2000 Warrington Way
Louisville, KY 40222

Telefloro                        Credit Card             $9,806
12233 West Olympic
Los Angeles, CA 90064

Michael L. Maple, Esq.           Legal Services          $7,084

First USA Bank, NA               Credit Card             $5,296

Internal Revenue Service         Federal Income Tax      $3,381

McCandlish & Lillard P.C.        Legal Services          $2,240

Capitol One Bank                 Credit Card             $1,814

Thomas Fackler                   Month to Month Lease    $1,500

Salt River Electric              Utilities               $1,356

Kentucky Revenue Cabinet         State Income Tax        $1,277

Applied Credit Bank              Credit Card             $1,132

Commercial Service Group         Medical Collection        $956

Womens First                     Medical Services          $845

Swiss Colony                     Credit Card               $510

Friedmans                        Credit Card               $468

Central Kentucky                 Medical Services          $393
Emergency Services

Bullitt Co. EMS                  Medical Services          $383

GLA Company, Inc.                Medical Services          $380

Shelby County EMS                Medical Services          $381


CITADEL SECURITY: Balance Sheet Upside-Down by $864,892 at Dec. 31
------------------------------------------------------------------
Citadel Security Software Inc. (NASDAQ:CDSS) disclosed its
financial results for its fourth quarter and year ended
Dec. 31, 2005.  The Company reported 2005 fourth quarter revenue
of $3,660,028 versus $1,713,777 for the fourth quarter of 2004.
Revenue for the year ended Dec. 31, 2005, was $10,287,095 compared
to $15,253,155 for the same period in 2004.

For the fourth quarter ended Dec. 31, 2005, the Company reported a
net loss to common shareholders of $3,719,751 versus a loss to
common shareholders of $5,681,362 for the year earlier period.

For the year ended Dec. 31, 2005, the Company reported a net loss
to common shareholders of $19,156,907.  This compares to a net
loss to common shareholders of $8,719,362 for 2004.

The net loss to common shareholders for the year ended Dec. 31,
2005, included net non-cash charges of $325,278 related to the
fair value adjustments of the preferred stock transaction during
2005.

This compares to similar non-cash charges for the year ended
Dec. 31, 2004 of $215,397. Preferred stock dividends were $268,750
and $664,940 for the years ended Dec. 31, 2005, and 2004.

During the fourth quarter, the Company began to realize cost
savings from actions initiated during 2005 resulting in reduced
operating expenses.

During the fourth quarter of 2005, SG&A declined to $4.7 million
from $5.1 million in the year-earlier period.  Further cost
reductions are expected to reduce annual operating costs by
approximately $5 million in fiscal 2006.

Total orders for product, Hercules content, subscription,
support and services received in 2005 were $11.3 million, with
$9.4 million of those orders received in the second half of the
Company's fiscal year.

Unfilled order backlog at year-end was $1.3 million and
deferred revenue for renewal content, support and services
was $5.1 million.  The Company expects $6.0 million of the
$6.4 million total of the unfilled order backlog and deferred
revenue will be earned and recognized ratably as revenue during
fiscal 2006.

                First Quarter 2006 Business Outlook

The Company has received orders during the first quarter of fiscal
2006 equal to $6.4 million.  The Company expects to generate
record 2006 first quarter revenue of between $5.1 million and
$5.4 million.

In fiscal 2005, the Company generated revenue of $1.7 million
during the first three months of its calendar year. Typically, the
first quarter is seasonally a slower quarter for Citadel.

Cash operating expenses for the quarter are expected to be between
$5.0 million and $5.2 million excluding non-cash items.  By
comparison, during the first quarter of fiscal 2005, cash
operating expenses were $6.8 million excluding non-cash items.

The Company continues to see positive results from sales and
operational changes implemented in mid 2005, as reflected in
strength in its sales pipeline opportunities and a steady flow of
requests-for-proposals and technical proofs of concepts in the
commercial and government sectors.

These are evolving into new orders as evidenced by the recent $5.2
million order from a leading government systems integrator for a
major civilian government agency.  In addition, the Company is
experiencing improved order volume from the commercial sector in
North America, its international operations and from its reseller
partners.

Citadel's relationship with CSC, who offers the Company's flagship
Hercules product on a managed services basis, has also resulted in
increased sales pipeline activity.

In 2006, Citadel plans on releasing additional products leveraging
its recently awarded patent.  These products will be a natural
extension of the Hercules family and will provide additional
sources of revenue.

"Our efforts to increase the frequency, number and size of the
orders from the commercial and government sectors have resulted in
improved order volume since mid 2005," Steven B. Solomon, CEO of
Citadel Security Software Inc., said.

"High customer renewal rates for content and support validates our
customers continued satisfaction with our solutions and the value
they deliver.

"This demonstrates the strength of our recently patented
technology and the importance that our customers place on the
security of their networks.  We are pleased with our customers'
continued confidence in our solutions and the positive trend in
orders and revenue.  We are off to a great start and look forward
to strong growth and operating performance in 2006."

Citadel Security Software Inc. -- http://www.citadel.com/--  
delivers security solutions that enable organizations to manage
risk, reduce threats and enforce compliance with security policies
and regulations.  Citadel solutions are used across the US
Department of Defense, at the US Department of Veterans Affairs,
MCI, Raytheon and within other government and commercial
organizations.

At Dec. 31, 2005, the Company's balance sheet showed a $864,892
equity deficit compared to a $10,792,520 equity at Dec. 31, 2004.


CKE RESTAURANTS: Earns $154.3 Mil. in Fourth Quarter Ended Jan. 31
------------------------------------------------------------------
CKE Restaurants, Inc. (NYSE:CKR) filed its Annual Report on
Form 10-K for fiscal year ended Jan. 31, 2006, with the Securities
and Exchange Commission on April 6, 2006.

"We are pleased to report continuing progress with respect to our
goals of growing profitability and generating wealth for our
stockholders.  We are well positioned to pursue this Company's
excellent growth opportunities, consistent with our discipline
of allocating capital so as to give all stockholders the best
long-term returns," Andrew F. Puzder, President and Chief
Executive Officer, said.

Fourth Quarter Highlights:

   -- fourth quarter income before taxes and discontinued
      operations grew to $15.3 million more than triple last
      year's fourth quarter result of $5.0 million;

   -- fourth quarter net income rose to $154.3 million up from
      $7.1 million in last year's fourth quarter.  This represents
      an increase of $147.2 million over the prior year's fourth
      quarter.  This year's results include a $139.0 million
      income tax benefit primarily related to a substantial
      reduction of our deferred tax asset valuation allowance;

   -- fourth quarter operating income was $20.5 million for the
      current year quarter, an increase of $11.8 million over the
      prior year quarter's operating income of $8.7 million;

   -- same-store sales increased 5.3% and 2.9% at company-operated
      Carl's Jr.'s and Hardee's restaurants, respectively,
      compared to the prior year quarter;

   -- restaurant operating costs at Carl's Jr. company-operated
      stores declined 530 basis points, compared to the prior year
      quarter, to 73.7% of company-operated revenue.  The
      improvement was primarily due to reduced workers'
      compensation and general liability claims expense and lower
      labor costs;

   -- restaurant operating costs at Hardee's company-operated
      stores declined 380 basis points, compared to the prior year
      quarter, to 84.4% of company-operated revenue.  The
      improvement was primarily due to reduced workers'
      compensation and general liability claims expense as well as
      lower repair and maintenance and food costs;

   -- average unit volumes for the trailing 52 weeks increased by
      3.1% to $1,341,000 and by 1.4% to $874,000 at company-
      operated Carl's Jr. and Hardee's restaurants, respectively,
      compared to the prior year quarter;

   -- consolidated revenue for the current year quarter was
      $348.5 million, a 3.7% decrease from the prior year quarter.
      The fourth quarter of fiscal 2005 included 13 weeks of
      operations, while the current year quarter included only 12
      weeks of operating results.

Full-Year Highlights:

   -- income before taxes and discontinued operations grew to
      $57.3 million, a $40.2 million increase over the prior year
      total of $17.1 million.  This year's results include an
      $11.0 million charge to purchase and cancel the options of
      the Company's former Chairman.  Prior year results included
      $22.3 million of charges primarily related to legal
      settlements and early debt extinguishment.  Absent these
      charges, fiscal 2006 income before taxes and discontinued
      operations would have been $68.3 million compared to income
      before taxes and discontinued operations of $39.4 million
      for fiscal 2005;

   -- net income grew to $194.6 million.  This represents an
      increase of $176.6 million over the prior year net income of
      $18.0 million.  This year's results include a $137.3 million
      income tax benefit primarily related to a substantial
      reduction of our deferred tax asset valuation allowance and
      the previously noted $11.0 million charge to purchase and
      cancel the options of the Company's former Chairman.  Prior
      year results included $22.3 million of charges primarily
      related to legal settlements and early debt extinguishments;

   -- same-store sales increased 2.2% at company-operated Carl's
      Jr. restaurants and decreased 0.2% at company-operated
      Hardee's restaurants, compared to the prior year;

   -- consolidated revenue for fiscal 2006 decreased 0.1%, to
      $1.52 billion.  Fiscal 2005 included 53 weeks and fiscal
      2006 included 52 weeks;

   -- restaurant operating costs declined 230 basis points to
      76.6% of company-operated revenue at Carl's Jr. and declined
      120 basis points to 84.5% of company-operated revenue at
      Hardee's, respectively, compared to the prior year;

   -- Carl's Jr. operating income increased by $21.1 million, or
      34.2%, to $82.8 million;

   -- Hardee's operating income increased by $8.1 million, or
      153.0%, to $13.4 million;

   -- the Company repaid a total of $39.9 million of our term
      loan during fiscal 2006, reducing the term loan balance to
      $98.7 million as of fiscal year-end;

   -- the Company repurchased a total of 297,300 shares of common
      stock during fiscal 2006, at a total cost of $4.0 million;

   -- for the fiscal year ended January 31, 2006, the Company
      generated earnings before interest, taxes, depreciation and
      amortization and facility action charges of $152.4 million
      compared with $144.1 million in fiscal 2005;

   -- fully diluted shares outstanding for the 12 and 52 weeks
      ended January 31, 2006, were 72.5 million and 73.3 million,
      respectively;

Andrew F. Puzder, president and chief executive officer, said, "As
result of our continued profitability, we were able to reverse
most of our deferred tax asset valuation allowance, resulting in
an income tax benefit of $139 million in the fourth quarter of
fiscal 2006.  We believe this change in our deferred tax asset
valuation allowance marks an important milestone in the turnaround
of the Company and the start of a new phase of growth.

"In addition, our efforts over the past two years to strengthen
our balance sheet allowed us to return almost $14 million to
stockholders in fiscal 2006 through quarterly cash dividends and
common stock repurchases.  We are currently planning to return
more than $17 million to stockholders during fiscal 2007.

"Both Carl's Jr. and Hardee's finished the year with strong same-
store sales momentum, driven by our premium quality products and
our efforts to expand Hardee's appeal via the selective
development of other menu categories.  Fourth quarter revenue was
$348.5 million, a 3.7 percent decrease as compared to the prior
year quarter due primarily to the impact of an extra week in the
fourth quarter of fiscal 2005."

As of the end of its fiscal 2006 fourth quarter, CKE Restaurants,
Inc., through its subsidiaries, had a total of 3,160 franchised or
company-owned restaurants in 43 states and in 13 countries,
including 1,049 Carl's Jr. restaurants, 1,993 Hardee's restaurants
and 102 La Salsa Fresh Mexican Grilla restaurants.

A full-text copy of the Annual Report is available for free at
http://ResearchArchives.com/t/s?802

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates some of the most popular U.S. regional brands
in quick-service and fast-casual dining, including the Carl's
Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green
Burrito(R) restaurant brands.  CKE is publicly traded on the New
York Stock Exchange under the symbol "CKR" and is headquartered in
Carpinteria, California.

                         *     *     *

Standard & Poor's Ratings Services raised its ratings on CKE
Restaurants Inc. in July 2005.  The corporate credit and
senior secured debt ratings were raised to 'B+' from 'B', and
the subordinated debt rating was elevated to 'B-' from 'CCC+'.
S&P said the outlook is stable.


CMP KC: Moody's Junks Debt and Corporate Family Ratings
-------------------------------------------------------
Moody's Investors Service assigned a Caa1 corporate family rating
to CMP KC, LLC, the wholly owned subsidiary of Cumulus Media
Partners LLC, the private partnership formed by Cumulus Media,
Inc. and a consortium of private equity sponsors to complete the
acquisition of Susquehanna Media's radio broadcast assets.

Additionally, Moody's assigned Caa1 ratings to the company's
proposed senior secured credit facilities.  The rating outlook is
stable.  Moody's notes that the three radio station assets owned
by Stick LLC represent Cumulus Media, Inc.'s contribution for its
ownership stake in Cumulus Media Partners LLC.

The Caa1 corporate family rating reflects the asset value of the
company's three FM radio stations which provides adequate coverage
to the senior secured debt, balanced by the current cash flow
burn.

The ratings also reflect Moody's expectation that Stick LLC will
benefit from its ability to operate/cluster its station assets in
Houston and Kansas City together with those of Susquehanna,
providing the company opportunity to leverage its cost structure
and materially improve operating margins.

The stable outlook reflects Moody's belief that Stick LLC will
reduce costs and become cash flow positive over the ratings time
horizon.  Additionally, it reflects Moody's belief that the
improved operating performance at KFNC in Houtson, Texas, will
outweigh the capital expenditures required to complete its format
change.  Thus, Moody's expects leverage to decline to within 10
times by FYE 2008.

Given the high amount of leverage taken on to finance the
acquisition of Susquehanna radio, Moody's does not expect the
ratings to experience positive momentum over the ratings horizon.
To the extent that the company is unable to achieve the expected
cost synergies, the outlook may be revised to negative.

Moody's assigned these ratings:

   * $26 million senior secured revolving credit facility due
     2010 -- Caa1,

   * $72.4 million senior secured term loan B due 2011 -- Caa1,

   * Caa1 Corporate Family rating.

The rating outlook is stable.

The Caa1 ratings on the $98.4 million in senior secured credit
facilities reflect their senior-most position in the company's
capital structure and the benefit of a security interest in
substantially all of the assets.  The senior secured credit
facilities are guaranteed by substantially all the direct and
indirect subsidiaries of the company.

CMP KC, LLC, is a wholly owned subsidiary of Cumulus Media
Partners LLC.  The company is headquartered in Atlanta, Georgia,
and upon completion of the acquisition and financing, will own and
operate 3 radio stations in 2 markets.


CMP SUSQUEHANNA: Moody's Puts B3 Rating on $275MM Sr. Sub. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and a SGL-2 liquidity rating to CMP Susquehanna Corp, the wholly
owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc., and a consortium of
private equity sponsors to complete the acquisition of Susquehanna
Media's radio broadcast assets.

Additionally, Moody's assigned B1 ratings to the company's
proposed senior secured credit facilities and a B3 rating to the
$275 million of senior subordinated notes due 2014.  The rating
outlook is stable.

The ratings reflect the significant asset value present in the
company's portfolio of diverse radio stations, the experienced
management team present at Cumulus Media, Inc., that Moody's
expects to run these assets more efficiently than when they were
owned by Susquehanna Media Co, the potential to improve operating
margins over the ratings horizon as these assets are operated with
the assets at Cumulus Media, Inc., bolstering management's ability
to cluster radio stations in existing markets, the heavier mix of
more stable local advertising revenues, as well as the significant
equity infusion contributed by the sponsors to complete the
acquisition.

The ratings will remain constrained by the company's high leverage
at about 9.0x pro forma for the transaction which is at the high
end of the radio peer group and Moody's longer-term concerns about
the growth of radio industry as advertising revenues are
reallocated to other mediums.

The stable outlook reflects Moody's belief that while leverage is
initially high, the company will be able to reduce costs quickly
as it benefits from its ability to achieve operating efficiencies
in conjunction with the operation of the assets of Cumulus Media,
Inc.

As a result, Moody's expects CMP to achieve substantial cost
savings by reducing headcount and sales staff, combining back
office operations, and leveraging in-house research.  Thus,
Moody's expects leverage to decline to about 7.0x by FYE 2008.

Given the leverage taken on to finance the acquisition of
Susquehanna, Moody's does not expect the ratings to experience
positive momentum over the ratings horizon.

To the extent that the company is unable to achieve the expected
cost synergies and does not begin to delever in the near-term, the
outlook may be revised to negative.  A ratings downgrade could
occur if leverage were to exceed 8.0x at FYE 2007.

Moody's assigned these ratings:

   * $100 million senior secured revolving credit facility
     due 2012 -- B1;

   * $650 million senior secured term loan B due 2013 -- B1;

   * $275 million senior subordinated notes due 2014 -- B3;

   * SGL-2 speculative grade liquidity rating; and

   * B1 Corporate Family rating.

The rating outlook is stable.

The SGL-2 rating indicates expectations of "good" liquidity as
projected over the next twelve months.  The SGL-2 rating
incorporates Moody's belief that CMP's internally generated cash
flow will be sufficient to fund the high interest burden
associated with the financing raised to complete the acquisition
of Susquehanna Media's radio broadcast assets.

Additionally, the SGL-2 is supported by the minimal levels of
capital expenditures required to maintain the radio assets and the
absence of any material near-term debt amortizations.

The senior secured credit facilities are guaranteed by
substantially all the direct and indirect subsidiaries of the
company.  The B1 ratings on the $750 million in senior secured
credit facilities reflect their senior-most position in the
company's capital structure and the benefit of a security interest
in substantially all of the assets.

Despite Moody's belief that the revolving credit facility will
remain largely undrawn, the B1 rating incorporates the higher
proportion of senior secured debt in the company's capital
structure.

The B3 rating on the senior subordinated notes reflects their
effective and contractual subordination to the outstandings under
the company's secured bank credit facilities.

CMP Susquehanna Corp. is a wholly owned subsidiary of Cumulus
Media Partners LLC.  The company is headquartered in Atlanta, GA,
and upon completion of the acquisition of Susquehanna Media's
radio business, will own and operate 33 radio stations in 8
markets.


COLISEUM FUNDING: Moody's Raises Class A-2 Notes' Rating to Baa2
----------------------------------------------------------------
As part of its rating monitoring process, Moody's Investors
Service upgraded these classes of Notes issued by Coliseum Funding
Ltd., a collateralized debt obligation issuance:

   1) $485,000,000 Class A-1 Floating Rate Senior Notes due 2012
      from Aa2 on Moody's Watchlist for Possible Upgrade to Aa1

   2) $48,000,000 Class A-2 Floating Rate Senior Notes due 2012
      from Ba1 on Moody's Watchlist for Possible Upgrade to Baa2

Moody's noted that the transaction, which closed in July of 2000,
is experiencing increased overcollateralization due to the
reduction in the outstanding principal balance of the
transaction's most senior liabilities.

Ratings upgraded:

   * $485,000,000 Class A-1 Floating Rate Senior Notes due 2012
     from Aa2 on Moody's Watchlist for Possible Upgrade to Aa1.

   * $48,000,000 Class A-2 Floating Rate Senior Notes due 2012
     from Ba1 on Moody's Watchlist for Possible Upgrade to Baa2.


CONQUEST RESTAURANT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Conquest Restaurant Group, LLC
        National Highway
        College Park, Georgia 30349

Bankruptcy Case No.: 06-64327

Chapter 11 Petition Date: April 18, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Lawrence E. Burke, Esq.
                  367 Atlanta Street
                  Marietta, Georgia 30060
                  Tel: (770) 421-1297
                  Fax: (770) 218-5525

Estimated Assets: Unknown

Estimated Debts:  $50,000 to $100,000

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


DANA CORP: Gets Final Court Approval to Pay Lienholder Claims
-------------------------------------------------------------
On a final basis, the U.S. Bankruptcy Court for the Southern
District of New York authorized Dana Corporation and its debtor-
affiliates to pay, in the ordinary course of business, prepetition
secured Lienholder Claims.

As reported in the Troubled Company Reporter on Mar. 27, 2006,
the Debtors estimate the Lienholder Claims at $78.5 Million.

The Debtors will provide the Official Committee of Unsecured
Creditors' designated financial advisors, FTI Consulting, Inc.:

   (a) a report that identifies the potential Lienholders holding
       estimated prepetition claims equal to or greater than
       $2,000,000; and

   (b) on a weekly basis, a summary report of all transactions
       and payments to Lienholders, in a form agreed to by the
       Debtors and the Committee.

The Debtors will also provide to FTI Consulting a report of
transactions and payments to Lienholders through and including
March 24, 2006.

The Debtors will confer with FTI Consulting to discuss the
Reports on a weekly basis.

Further, the Debtors will provide FTI Consulting advance notice of
any proposed payment or transaction involving a Lienholder
identified on the Claim Report or if the proposed payment to be
made to a Lienholder exceeds $2,000,000 as is reasonably
practicable under the circumstances, as determined by the Debtors
in good faith.

Headquartered 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.  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,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Can Use Cash Management System on a Final Basis
----------------------------------------------------------
The Honorable Judge Burton R. Lifland of the U.S. Bankruptcy Court
for the Southern District of New York permits Dana Corporation and
its debtor-affiliates, on a final basis, to:

   (a) maintain their Cash Management System, as that system may
       be modified pursuant to the requirements of the DIP
       Facility; and

   (b) implement ordinary course changes to their Cash Management
       System.

As reported in the Troubled Company Reporter on Mar. 10, 2006,
the Debtors maintained approximately 87 domestic bank accounts and
10 foreign bank accounts, including a concentration account,
collection accounts, disbursement accounts, petty cash and payroll
accounts and other special purpose accounts, out of which they
manage cash receipts and disbursements.

All domestic Bank Accounts are maintained at financial
institutions insured by the Federal Deposit Insurance Corporation
or the Federal Savings and Loan Insurance Corporation.

The principal components of the Cash Management System are:

   (a) Cash Collection and Concentration

       The vast majority of the Debtors' cash receipts flow into
       a concentration account maintained by Dana with JPMorgan
       Chase Bank in New York City.  Funds are swept to the
       Concentration Account from:

       1. Dana Asset Funding LLC Accounts
       2. DAF Funding Account
       3. Clevite Division and DTF Trucking Inc. Collections
       4. Plant Miscellaneous Receipt Account at KeyBank N.A.
       5. Dividends/Royalty Account
       6. Other Collections

   (b) Disbursements

       All of the Debtors' disbursement accounts are funded on an
       as needed basis, directly or indirectly, from the
       Concentration Account.

       1. Benefits Accounts
       2. Payroll Accounts Funded from Concentration Account
       3. Payroll Accounts Funded from Global Payables Accounts
       4. Payroll Accounts Funded from Dana Canada Account
       5. Global Payables Accounts
       6. The Canadian Payables Account
       7. Flight Operations Account
       8. Petty Cash Accounts
       9. Foreign Accounts

   (c) Other Accounts

       1. Investment Accounts
       2. Security Accounts

A chart summarizing the Debtors' Cash Management System, as it
existed prior to the Petition Date is available for free at
http://researcharchives.com/t/s?7fa

Headquartered 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.  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,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Gets Final Court OK on Sec. 345 Investment Guidelines
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York, on a final basis, to invest and deposit
funds in accordance with their Investment Guidelines.

The Court also permitted the Debtors' banks to accept and hold or
invest funds, at the Debtors' direction, in accordance with the
Investment Guidelines.

As reported in the Troubled Company Reporter on Mar. 13, 2006,
any and all excess funds generated by the Debtors are either:

   (a) maintained in domestic bank accounts insured by the United
       States, or

   (b) invested in low risk overnight investments through
       Investment Accounts.

Pursuant to Section 345(b) of the Bankruptcy Code, any deposit or
other investment made by a debtor, except those insured or
guaranteed by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States, must be secured by either a bond
in favor of the United States that is secured by the undertaking
of a corporate surety approved by the United States Trustee for
the relevant district or the deposit of securities of the kind
specified in 31 U.S.C. Section 9303.

Section 345(b) of the Bankruptcy Code provides further, however,
that a bankruptcy court may allow the use of alternatives to these
approved investment guidelines "for cause".

Headquartered 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.  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,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DEATH ROW: Section 341(a) Meeting Scheduled for May 5
-----------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Death Row Records Inc.'s creditors at 9:00 a.m., on May 5, 2006,
at Room 2610, 725 South Figueroa Street in Los Angeles,
California.  This is the first meeting of creditors required in
all bankruptcy cases under Section 341(a) of the Bankruptcy Code.

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.

Headquartered in Compton, California, Death Row Records Inc. --
http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $1,500,000 and total debts of $119,794,000.


DELPHI CORP: Hires Covington as Special Foreign Trade Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to employ
Covington & Burling LLP in connection with litigation and
foreign trade government contract matters.

As reported in the Troubled Company Reporter on March 8, 2006,
Covington will:

   (a) advise and assist on U.S. foreign trade controls,
       including the scope, applicability, licensing, and
       compliance requirements under the International Traffic in
       Arms Regulations, Directorate of Defense Controls, U.S.
       Department of State;

   (b) advise a Special Committee of the Board of Directors in
       connection with demands made or that may be made by Delphi
       shareholders with regard to various accounting issues now
       under investigation and in litigation;

   (c) advise the Special Committee in connection with the
       company's selection of a new external auditor; and

   (d) advise the company regarding indemnification and
       advancement of funds to certain officers and directors.

The current hourly rates of Covington attorneys who are expected
to be principally responsible for rendering services to the
Debtors are:

        Aaron R. Marcu, Esq.           $760
        Peter D. Trooboff, Esq.        $580
        Adam Siegel, Esq.              $580
        Barbara Hoffman, Esq.          $550
        Peter L. Flanagan, Esq.        $520
        Corrine A. Goldstein, Esq.     $500
        Michael J. Naft, Esq.          $410
        Kimberly A. Strosnider, Esq.   $365
        Gina R. Merrill, Esq.          $270

The current hourly rates for the services of legal assistants
range from $165 to $250.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DENNIS BERRY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: Dennis Salvatore Berry, Jr., and
         Marybeth Margurite Berry
         dba Berry Management
         1733 Black Avenue Eau
         Claire, Wisconsin 54703-1320

Bankruptcy Case No.: 06-10663

Type of Business: The Debtors previously filed for
                  bankruptcy protection on Dec. 30, 2004
                  (Bankr. W.D. Wis. Case No. 04-19090).

Chapter 11 Petition Date: April 12, 2006

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Galen W. Pittman, Esq.
                  300 North 2nd Street, Suite 210
                  P.O. Box 668
                  La Crosse, Wisconsin 54602-0668
                  Tel: (608) 784-0841

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


D.R. HORTON: Net Income Rises 20% in 2006 Second Fiscal Quarter
---------------------------------------------------------------
D.R. Horton, Inc., America's Builder (NYSE: DHI) reported that net
income for the second fiscal quarter ended March 31, 2006
increased 20% to $352.8 million, compared to $294 million for the
quarter ended March 31, 2005.

Second quarter consolidated revenue increased 25% to $3.6 billion
from $2.9 billion in second quarter of fiscal year 2005.  Homes
closed increased 19% to 12,570 from 10,601 in the year ago
quarter.

For the six months ended March 31, 2006, net income increased 24%
to $662.9 million, compared to $535 million for the same period of
fiscal year 2005.

Consolidated revenue for the six months increased 20% to
$6.5 billion from $5.4 billion for the same period of fiscal 2005.
Homes closed in the six- month period increased 11% to 22,461 from
20,281 for the same period of fiscal 2005.

The Company also reported a record March 31, 2006 sales order
backlog of $7.1 billion (24,017 homes), an increase of 15% from
$6.2 billion (21,205 homes) a year ago.

Net sales orders for the second quarter ended March 31, 2006
increased 10% to 15,771 homes ($4.4 billion), compared to 14,401
homes ($4.1 billion) for the same quarter last year.

Net sales orders for the first six months of fiscal 2006 increased
12% to 27,234 homes ($7.5 billion), compared to 24,302 homes ($6.8
billion) for the same period last year.

For fiscal year 2006, the Company continues to expect to close
approximately 58,000 homes and generate consolidated revenues in
excess of $15.5 billion.

Donald R. Horton, Chairman of the Board, said, "We are very
pleased with the Company's solid 21% earnings growth this quarter.
The Company's strong performance in the first half of fiscal 2006,
double-digit sales momentum and record $7.1 billion sales order
backlog provide a solid foundation for achieving our 29th
consecutive year of record revenues and earnings.

The Company's consistently excellent financial performance, strong
balance sheet and transparent financial statements have now been
recognized with investment grade ratings from all three rating
agencies after a recent upgrade by Standard and Poor's."

                        About D.R. Horton

D.R. Horton, Inc., America's Builder -- http://www.drhorton.com/
-- is the largest homebuilder in the United States, delivering
more than 51,000 homes in its fiscal year ended Sept. 30, 2005.
The Company is engaged in the construction and sale of high
quality homes with sales prices ranging from $90,000 to over
$900,000.  D.R. Horton also provides mortgage financing and title
services for homebuyers through its mortgage and title
subsidiaries.

                            *   *   *

As reported in the Troubled Company Reporter on April 17, 2006,
Moody's Investors Service assigned Baa3 ratings to D.R. Horton's
$250 million of 6% senior notes due 2011 and $500 million of 6.5%
senior notes due 2016, proceeds of which will be used to retire
bank debt.  At the same time, Moody's affirmed the company's Baa3
rating on its existing senior note issues and Ba1 rating on its
subordinated note issues.  The ratings outlook is stable.

As reported in the Troubled Company Reporter on Feb. 21, 2006,
Fitch Ratings affirmed the issuer default rating and senior
unsecured debt (including revolving credit facility) rating of
'BBB-' and senior subordinated debt rating of 'BB+' for D.R.
Horton, Inc.  The ratings apply to:

   * $3.1 billion in outstanding senior notes;
   * $0.5 billion of senior subordinated notes; and
   * the company's $2.15 billion revolving credit agreement.

The Rating Outlook is Stable.


EMERGE CAPITAL: Turns to AGORACOM for Investor Relations Advice
---------------------------------------------------------------
Emerge Capital Corp. (OTCBB:EMGC) retained AGORACOM Investor
Relations Corp. to provide investor relations services.

The parties' retention agreement has two objectives:

   -- First, to create effective communication between Emerge
      Capital, its shareholders and the investment community
      through AGORACOM's Internet based investor relations system.

      Effective immediately, a customized and monitored Emerge
      Capital IR HUB -- http://www.agoracom.com/IR/EmergeCapital/
      -- will allow both Emerge Capital and AGORACOM to
      communicate with all investors simultaneously, anytime and
      in real-time, while providing shareholders with equal access
      and complete transparency to all investor relations
      communications.

   -- Second, AGORACOM will be fully responsible for creating,
      implementing and executing an investor relations strategy,
      the consolidation of which will save management a
      considerable amount of time, effort and expense, allowing
      them to focus on core business operations, while
      significantly improving shareholder communications.

Emerge Capital CEO Tim Connolly, stated, "Given the Company's
recent developments, we believe the time has now come to
significantly increase our communications with shareholders and
the investment community.

"The solution provided by AGORACOM fulfills our need to manage and
execute an IR strategy in a cost efficient manner, while providing
our management team with the ability to focus on executing the
business plan.  Our shareholders and Company will benefit greatly
from near real-time communications, regularly planned updates and
increased exposure."

                          About AGORACOM

AGORACOM Investor Relations Corp. -- http://www.agoracom.com/--  
is North America's leading outsourced investor relations firm for
small-cap companies.  AGORACOM's exclusive IR HUB delivers two-way
investor relations and communications that provides 100%
transparency accessibility.

                       About Emerge Capital

Emerge Capital Corp. -- http://www.corporate-strategies.net/--
provides Business Restructuring, Turnaround Management, and
Advisory Services for emerging and re-emerging public and private
companies through its wholly owned operating subsidiary, Corporate
Strategies, Inc.  CSI helps micro-cap public companies accelerate
growth, provides working capital strategies, funding alternatives
and in select cases, makes direct investments in client companies.

At Sept. 30, 2005, Emerge Capital Corp.'s balance sheet showed a
stockholders' deficit of $3.4 million, compared to a $1.6 million
deficit at Dec. 31, 2004.


ENRON CORP: Court Okays Stipulation Settling HVB Claims Dispute
---------------------------------------------------------------
Enron Corp.; EPC Estate Services, Inc., formerly known as
National Energy Production Corporation; Enron Equipment
Procurement Company; and NEPCO Power Procurement Company ask the
Court to approve a stipulation resolving disputes related to
Bayerische Hypo-Und Vereinsbank AG's Claim Nos. 14155, 14177,
24587 and 25266.

Pursuant to a Master Agreement, on Dec. 20, 2000, HVB issued
a $39,000,000 irrevocable standby letter of credit in connection
with the construction of a power plant in Jenks, Oklahoma, for
Green Country Energy, LLC.

In February 2001, HVB sold without recourse to Banca Nazionale Del
Lavoro, SPA, an undivided 100% interest in the Green Country L/C
and any draw under it.

In December 2001, Green Country drew upon the Green Country L/C
the full $39,000,000 and, subsequently, HVB demanded
reimbursement of the drawn amount from BNL.  BNL declined to
satisfy its obligations.

                        Recovery Action

On Dec. 10, 2001, HVB commenced litigation against BNL in the
Supreme Court of the State of New York, County of New York,
seeking the recovery of the amount drawn under the Green Country
L/C.

On Feb. 23, 2002, BNL filed a third-party complaint in the
Recovery Action asserting claims against, among others, Green
Country, Cogentrix Energy, Inc., NEPCO and NEPCO Power.

In July 2002, the Recovery Action was removed to the Bankruptcy
Court.  The Bankruptcy Court later granted summary judgment on
the Recovery Action in favor of HVB against BNL for $39,000,000
plus interest.

BNL appealed the Summary Judgment to the U.S. District Court for
the Southern District of New York, which appeal is still under
consideration.

                      Green Country Overdraws

The Reorganized Debtors contend that Green Country overdrew
amounts under the Green Country L/C.  The Debtors also allege
that Green Country, Cogentrix and Cogentrix of Oklahoma, Inc.,
are wrongfully retaining the Overdraws.  In a cross-complaint
filed in the Recovery Action, the Debtors sought recovery of the
Green Country Overdraws.

In March 2004, the Court dismissed the Third Party Complaint, as
amended, and determined that BNL did not have standing to bring
the claims it asserted.  BNL appealed from the Dismissal Decision
to the District Court.  The Dismissal Appeal is still under
consideration.

                             PDVSA L/C

In connection with Enron's ownership of Accroven, S.R.L., and
Accroven's service agreements with PDVSA Gas, S.A., HVB issued a
$32,500,000 irrevocable standby letter of credit for the benefit
of PDVSA.  No draws have occurred or been requested pursuant to
the PDVSA L/C.

HVB entities filed claims against the Debtors asserting the
Debtors' credit obligations from various agreements, and the
entities' rights under the Green Country L/C:

   HVB Entity      Claim No.   Debtor   Claim Amount
   ----------      ---------   ------   ------------
   HVB NY Branch     14178     Enron    $81,000,000 plus
                                        contingent, unliquidated
                                        amounts

                     14155     NEPCO    $39,000,000 plus costs
                                        and attorneys' fees

                     14177     NEPCO    $39,000,000 plus costs
                                        and attorneys' fees

   HVB London        14156     Enron    $25,030,079 plus
   Branch                               contingent, unliquidated
                                        amounts

The Debtors objected to Claim No. 14155.

HVB New York later filed Claim No. 24587 against Enron, amending,
but not superseding or replacing, Claim No. 14178.  Claim No.
24587 seeks payment of $789,885 for L/C and attorneys' fees.

Pursuant to various stipulations, all claims asserted in
Claim Nos. 14156, 14178 and 24587 aggregating $106,819,964, plus
contingent, unliquidated amounts, were consolidated into Claim
No. 24587.  Duplicate claims were deemed deleted from the
Consolidated Claim and Claim Nos. 14156 and 14178 were expunged
from the claims registry.

The Debtors objected to the portion of the Consolidated Claim
asserting HVB's claims against the Green Country L/C.  The
Debtors sought the reduction of the Consolidated Claim to
$67,686,596 and the disallowance of Claim Nos. 14155 and 14177.

On June 9, 2005, HVB filed Claim No. 25266 against Enron,
amending, but not superseding or replacing the Consolidated
Claim.  Among other things, Claim No. 25266:

   -- includes additional factual information relating to the
      Green Country L/C Claim;

   -- provides that the Green Country L/C Claim is asserted in
      HVB's own right, or, alternatively, for the benefit of BNL;
      and

   -- provides that claims asserted by HVB in connection with the
      PDVSA L/C include all rights of subrogation pursuant to the
      PDVSA L/C, the Master L/C Agreement or applicable law.

The Reorganized Debtors dispute the validity of the components of
the Consolidated Claim and the Amended Consolidated Claim.

                 Stipulation Resolving HVB Claims

To resolve their disputes in connection with all components of
the Consolidated Claim, the Amended Consolidated Claim and the
NEPCO Claims, the Reorganized Debtors and HBV agree to these
terms:

   a. The Consolidated Claim will be deemed superseded by the
      Amended Consolidated Claim, which will:

      -- be deemed to incorporate all claims, allegations and
         supporting documents asserted by HVB in the Consolidated
         Claim and the Amended Consolidated Claim; and

      -- be subject to the objections and defenses set forth in
         the in the Debtors' claim objections;

   b. The Debtors' claim objections are deemed resolved;

   c. HVB and Enron will issue and deliver a letter of credit,
      naming PDVSA as beneficiary, to replace the PDVSA L/C;

   d. The Consolidated Claim and the NEPCO Claims will be deemed
      expunged and disallowed in their entirety, with prejudice;

   e. These components of the Amended Consolidated Claim will be
      allowed as a single Class 4 General Unsecured Claim against
      Enron for $67,036,145:

                    Allowed Draw   Allowed Fees
   Benefeciary      or Guarantee   & Commissions      Total
   -----------      ------------   -------------   ------------
   Suedhessische
   Gas & Wasser
   AG                    $60,008          $1,470        $61,477

   Elexon Clear
   Ltd.               24,079,757         111,018     24,190,775

   The National
   Grid Co. plc &
   Reseau De
   Transport
   d'Electricite         254,511           1,121        255,633

   Baosteel Trading
   Europe Gmbh           473,606           2,175        475,781

   Williams Energy
   Marketing &
   Trading Co.        27,000,000               0     27,000,000

   Pacific Gas &
   Electric Co.       15,000,000          13,750     15,013,750

   Green Country               0          38,729         38,729

   f. For the components of the Amended Consolidated Claim
      remaining after the removal of the allowed claims, the
      Amended Consolidated Claim is further modified and amended
      to the extent that HVB withdraws, with prejudice, all
      components of the Amended Consolidated Claim other than
      those with respect to the Green Country L/C Claim and the
      PDVSA L/C Claim;

   g. The Green Country L/C Claim and the PDVSA L/C Claim will
      remain the subject of the Debtors' claim objection;

   h. HVB waives all rights it may have to recover from Enron or
      any of the other Reorganized Debtors' costs of collection
      and legal fees incurred in connection with the L/C Claims;

   i. In the event that the Summary Judgment is affirmed on
      appeal, and the affirmance is no longer subject to appeal or
      rehearing, the portion of the Amended Consolidated Claim
      relating to the Green Country L/C will be deemed expunged
      and disallowed in its entirety, with prejudice; and

   j. In the event that (x) the Summary Judgment is reversed on
      appeal and (y) HVB is obligated to refund amounts paid to
      HVB in accordance with the terms and provisions of the
      Summary Judgment, HVB will be entitled to seek recovery on
      account of the Green Country L/C Claim and Enron, and NEPCO
      and NEPCO Power, will be entitled to assert all defenses to
      the Claim.

A full-text copy of the Stipulation is available for free at
http://ResearchArchives.com/t/s?80e

                   BNL Says Stipulation Not Fair

"[T]he Stipulation is not fair, reasonable or equitable to BNL,"
Michael C. Lambert, Esq., at Gilmartin Poster & Shafto LLP, in
New York, asserts.  "In fact it is worse than that."

BNL believes the Stipulation threatens to prejudice its
legitimate interest in recovering any portion of the $39,000,000
it paid to HVB under the Green Country L/C.

Among others, BNL complains that the Stipulation lays the
groundwork of the Debtor Parties to avoid paying anyone on
account of the Green Country L/C, resulting in a two-fold
injustice -- the Debtor Parties getting a completely unwarranted
windfall and BNL deprived of any recourse to be repaid.

Although BNL is not a party to the Stipulation, the Court's
approval will have a direct impact on its rights, Mr. Lambert
maintains.  BNL's right, he argues, must therefore be taken into
consideration by the Court in deciding the Stipulation should be
approved.

Accordingly, BNL asks Judge Gonzalez to deny approval of the
Stipulation to the extent it:

   a. provides for disallowance and expungement of HVB's claims
      relating to the Green Country L/C in the event HVB prevails
      on the appeal from the Summary Judgment Decision; and

   b. allows the Debtor Parties to release prematurely -- prior
      to final adjudications in the Adversary Proceeding -- the
      39,000,000.

BNL makes it clear that it takes no position with respect to the
Stipulation insofar as it purports to resolve claims of HVB that
do not involve the Green Country L/C.

                          *     *     *

After due consideration, Judge Gonzalez approves the Stipulation.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Allows Massey's $16,646,000 Reduced Claims
------------------------------------------------------
Before Enron Corporation and its debtor-affiliates filed for
bankruptcy, Enron, Enron North America Corp., Massey Coal Sales
Company, Inc., and certain of their affiliates entered into
various contracts for the purchase and sale of coal
and related credit support agreements.

Massey, asserting amounts allegedly due under the Contracts,
filed numerous proofs of claim against the Debtors including:

   a. Claim No. 14285 against ENA for $14,708,420 -- $3,042,670
      of which is alleged to be secured by a right of set-off
      against ENA arising from receivables owed by Massey to ENA
      under the Contracts;

   b. Claim No. 14300 against ENA for $5,267,562; and

   c. Claim No. 14286 against Enron for $2,290,891.

As previously reported, the Reorganized Debtors objected to the
Claims, including the amount of the ENA Receivables, and alleged
that ENA was owed amounts in connection with the termination of
some of the Contracts.

Massey disputed that ENA was owed any amounts in connection with
the termination of the Contracts, and requested that the Court
overrule the Objection and allow the Claims as filed.

ENA, Enron and Massey have engaged in arm's-length and good faith
negotiations and discussions concerning the Claims, the Contracts
and the Objection.  The discussions resulted in the Parties'
wanting to settle amicably all matters among them and to provide
releases of claims, obligations and related liabilities.

Accordingly, in a Court-approved stipulation, the Parties agree
that:

   a. The Claims will be allowed at reduced amounts:

         Claim No.   Reduced Amount    Classification
         --------    --------------    --------------
           14285         $9,304,000    Class 5 General Unsecured
                                       Claim against ENA

           14300          5,242,000    Class 5 General Unsecured
                                       Claim against ENA

           14286          2,100,000    Class 185 Allowed Enron
                                       Guaranty Claim against
                                       Enron

   b. All Scheduled Liabilities related to the Contracts or the
      Claims as set forth in the Debtors' Schedule of Liabilities
      filed with the Court will be disallowed in their entirety
      in favor of the Allowed Massey Claims; and

   c. The Parties will waive, release and forever discharge the
      other Parties and their affiliates, including A.T.
      Massey Coal Company, Inc., which had guaranteed certain of
      Massey's obligations to ENA, from all claims, obligations,
      causes of action related to the Claims or the Contracts.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Court Denies Compensation Claims to 20 Ex-Employees
---------------------------------------------------------------
Reorganized Enron Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York to deny the requests of 26
former employees for allowance of administrative expense claims
arising from:

  (a) performance bonus actions brought by the Official
      Employment-Related Issues Committee of Enron;

  (b) accelerated deferred compensation actions brought by the
      ERIC; and

  (c) alleged contractual termination obligations.

                       Performance Bonuses

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, relates that, on Nov. 29, 2001, some of the Debtors
entered into performance bonus agreements with certain of the
Former Employees to pay accelerated 2001 performance bonuses,
which was capped at $8,000,0000.

On March 28, 2003, the ERIC commenced Adversary Proceeding Nos.
03-3522 and 03-3721 against various Former Employees before the
Bankruptcy Court for the Southern District of Texas in Houston.
The Houston Actions allege that the Former Employees received
unauthorized postpetition transfers, fraudulent transfers and
preferential transfers from the Debtors on account of the
performance bonuses.

On Sept. 30, 2004, each Former Employee who is a defendant in
the Houston Actions -- Performance Bonus Claimants -- filed
requests for allowance of contingent administrative expense
claims for the portion of the Performance Bonus that is
determined to be avoidable in connection with the Houston
Actions.  The Claimants each allege that the Performance Bonus is
representative of the reasonable value of services provided to
the Debtors.

                      Deferral Compensation

Michael Swerzbin and Donald W. Black were among 300 employees who
participated in the 2001 Enron Expat Services, Inc. Deferral Plan
and 2000 Enron Corp. Deferral Plan.  Messrs. Swerzbin and Black
received accelerated payments from the Deferral Plans.

On Nov. 14, 2003, the ERIC commenced Adversary Proceeding No.
03-92909, styled Enron Corp. v. Arora, against the Debtors'
former employees, including Messrs. Swerzbin and Black, in
Enron's Chapter 11 case.

In the complaint, ERIC alleged that the accelerated payments
constituted fraudulent transfers, or preferential transfers from
certain Debtor entities to the Deferral Claimants.

In various administrative claims requests, the Deferral Claimants
assert that they hold contingent administrative expense claims
for any sums they might have to turn over to the Debtors' estates
as a consequence of the Arora Action, as the reasonable value of
the services provided to the Debtors.

                      Severance Compensation

Each of the employment contracts of four Former Employees, Mr.
Black, Mr. Swerzbin, Robert Scott Gahn, Vladimir Gorny --
Severance Claimants -- included a provision that in the event of
an involuntary termination, other than for cause, a termination
payment would be owed.

As part of a sale of certain electricity and gas trading
operations of the Debtors to UBS AG, which closed on Feb. 8, 2002,
the Debtors agreed to allow UBS to solicit and hire many of the
Debtors' current employees prior to the closing of the sale.

On Feb. 8, 2002, the Severance Claimants voluntarily resigned
from the Debtors to join UBS AG.  Each of the Claimants received
a termination letter from the Debtors, which provided that the
employees who resigned and transferred to UBS would be classified
as voluntary terminations, relieving the Debtors of any future
compensation obligations to the Claimants.

In exchange for an agreement by the employees to cease from
making any claim or initiating any legal proceeding against the
Debtors for any payment related to their separation, the Debtors
agreed to classify their termination as involuntary solely with
respect to the contractual repayment obligations under their
employment agreements.

The Severance Claimants allege that they hold administrative
expense claims for termination payments allegedly due under their
prepetition employment contracts with the Debtors.

                        Debtors' Objection

Section 502(h) of the Bankruptcy Code specifically precludes
administrative expense priority for claims arising from the
recovery of property on account of avoidance actions.  Hence, the
Performance Bonus Claimants and the Deferral Claimants are barred
from converting and elevating their prepetition claims to
postpetition obligations, Mr. Despins contends.

In addition, contingent administrative claims asserted by the
Performance Bonus Claimants and the Deferral Claimants do not
warrant priority, Mr. Despins argues.

He contends that the Claimants have received the full measure of
the "reasonable value" of their services, by having received
payment, in full, of their salary, benefits, and other
compensation during all postpetition periods in which they worked
for the Debtors.

Mr. Despins also points out that the contingent Deferral Claims
are prepetition obligations.  The accelerated Payments reflect
amounts, which were accrued and paid on an accelerated basis
prepetition, Mr. Despins notes.

"There is no connection between the postpetition work performed by
the Deferral Claimants and the Accelerated Payments they
received."

An administrative expense award is only proper with regard to
certain limited severance claims of employees terminated
postpetition.  Citing In re Applied Theory Corp., 312 B.R. 225,
229 (Bankr. S.D.N.Y. 2004), Mr. Despins asserts that when a
debtor rejects an employment contract, the employee will not be
entitled to administrative expense status for severance.

As the Severance Claimants' employment contracts either expired
according to their own terms or were duly rejected by the Debtors
under the Plan, and the Claimants worked less than three months
postpetition, they are not entitled to administrative expense
priority, Mr. Despins maintains.

The 26 Former Employees are:

    * Arnold, John D.,
    * Badeer, Robert,
    * Bass, Eric,
    * Benson, Robert,
    * Black, Donald W.,
    * Brawner, Sandra F.,
    * Cuilla, Martin L.,
    * Davis, Mark,
    * Despain, Timothy,
    * Dimichele, Richard G.,
    * Gahn, Robert Scott,
    * Gilbert-Smith, Doug,
    * Gorny, Vladimir,
    * Hickerson, Gary J.,
    * Luce, Laura,
    * Maggi, Michael J.,
    * Malcolm, Rodney D.,
    * Massey, John,
    * Maxey, R. Davis,
    * McKay, Brad,
    * Motley, Matthew,
    * Presto, Kevin,
    * Ruscitti, Kevin,
    * Storey II, Geoffrey C.,
    * Sturm, Fletcher, and
    * Swerzbin, Michael.

The Court sustains the Reorganized Debtors' objections, except
with respect to the administrative claims requests of Messrs.
Black, Gahn, Gorny, Maxey, Motley and Swerzbin.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 170; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EXIDE TECH: Compensation Panel Okays Two Officers' Salary Increase
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated March 30, 2006, Brad S. Kalter, assistant
general counsel and secretary for Exide Technologies, reported
that on March 27, 2006, Exide's Compensation Committee approved
compensation actions for two senior corporate officers:

    * Mitchell S. Bregman, president of Industrial Energy
      Americas; and

    * Phillip A. Damaska, who was promoted to senior vice
      president, corporate controller.

According to Mr. Kalter, Mr. Bregman's annual base salary was
increased from $288,000 to $320,000 while Mr. Damaska's annual
base salary was increased from $255,000 to $280,000.  Mr. Damaska
will also receive a discretionary bonus of $75,000 payable on
April 1, 2007.

In accordance with Exide's Income Protection Plan, Mr. Damaska
will receive:

    -- six months of unmitigated severance in the event of
       termination of employment without cause or resignation
       under adverse circumstances; and

    -- severance up to an additional six months that would be
       reduced or terminated to the extent he obtains compensation
       from new employment during the additional six-month period.

Alternatively, Mr. Damaska will receive six months mitigated
severance in the event he is not named Exide's Chief Financial
Officer by June 30, 2008, and provides notice within 30 days
after his voluntary resignation.

                      Code of Ethics Amendments

Mr. Kalter further relates that on March 28, 2006, Exide's Board
of Directors approved amendments to the Company's Code of Ethics
and Business Conduct.

The principal amendments provide clarification that the Code is
applicable to directors, officers and employees.  Moreover, the
amendments establish procedures regarding investigations of
alleged Code violations and procedures for obtaining individual
waivers to the Code.

A redlined copy of the Amended Code is available for free at
http://ResearchArchives.com/t/s?810

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 83;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+'.  S&P also
lowered Exide's senior secured rating on its first-lien credit
facility to 'CCC' from 'B-' and second-lien notes to 'CC' from
'CCC'.


EXIDE TECHNOLOGIES: Wants Charlotte E. Eoff's Claims Discharged
---------------------------------------------------------------
In 2003, the U.S. Bankruptcy Court for the District of Delaware
established:

    * April 23, 2003, as the bar date for filing of all general
      proofs of claim in the Debtors' Chapter 11 cases; and

    * Aug. 15, 2003, as the deadline for filing of "Contaminant-
      Related Claims" against any or all of the Debtors.

The Orders contain injunctive provisions forever barring, to the
extent of applicable law, claims not filed on or before the Bar
Dates.

Charlotte E. Eoff, spouse of Homer C. Eoff III, did not file any
claim against Exide Technologies on or before the General Bar
Date or the Contaminant Bar Date.

In April 2004, the Court confirmed the Joint Plan of
Reorganization filed by the Official Committee of Unsecured
Creditors and the Debtors.  The Confirmation Order contains an
injunction permanently enjoining all holders of claims or equity
interests from commencing or continuing action from and after the
Plan Effective Date.

On July 1, 2004, Ms. Eoff filed a complaint against Exide, Gould
National Battery, Inc., and GNB Technologies, Inc., in the
Shelby County Chancery Court at Memphis, Tennessee.  Ms. Eoff
sought workers compensation benefits for injuries allegedly
arising out of her husband's alleged employment with one or more
of the Defendants in the State Court Action, from 1955 through
1963.

Exide filed a request to dismiss the State Court Action on behalf
of all the Defendants asserting that:

    -- the claims were discharged pursuant to Chapter 11 of the
       Bankruptcy Code and the Confirmation Order; and

    -- Ms. Eoff is enjoined and barred from pursuing the Action
       pursuant to the General Bar Date Order, Contaminant Bar
       Date Order, and the Confirmation Order.

The Chancery Court, without addressing the underlying merits,
denied the request to give Exide an opportunity to seek a ruling
from the U.S. Bankruptcy Court for the District of Delaware
regarding the effect and scope of the bankruptcy discharge as it
relates to Ms. Eoff's claim for workers compensation benefits.

Exide, hence, asks the Bankruptcy Court to declare that:

    (1) Ms. Eoff's claims asserted in the State Court Action are
        discharged;

    (2) the continued prosecution of the State Court Action is a
        violation of the General Claims Injunction, the
        Contaminant Claims Injunction, and the Confirmation
        Injunction, and Ms. Eoff is enjoined from continuing
        prosecution of the State Court action;

    (3) the pursuit of any other attempts to receive compensation
        from Exide on account of claims asserted in the State
        Court Action is a violation of the General Claims
        Injunction and the Contaminant Claims Injunction; and

    (4) the pursuit of any attempts to receive compensation from
        Exide on account of the claims asserted in the State Court
        Action by any means other than in accordance with the Plan
        is a violation of the Confirmation Injunction.

Exide, further asks the Court to:

    -- direct Ms. Eoff and the Chancery Court to immediately
       dismiss the State Court Action with prejudice; and

    -- award Exide its fees and costs.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 82;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+'.  S&P also
lowered Exide's senior secured rating on its first-lien credit
facility to 'CCC' from 'B-' and second-lien notes to 'CC' from
'CCC'.


FINANSBANK RUSSIA: Share Transfer Plan Cues Moody's Ratings Review
------------------------------------------------------------------
Moody's Investors Service placed the D- financial strength rating
of Finansbank (Russia) Ltd., on review for possible downgrade. The
Ba2 long-term local and foreign currency deposit ratings, as well
as the Ba2 Senior Unsecured rating on the Loan Participation Notes
issued by Finans Russia Capital SA have been placed on review with
direction uncertain.

At the same time, Moody's Interfax Rating Agency has placed FBR's
Aa2.ru National Scale Rating on review with direction uncertain.
Moscow-based Moody's Interfax is majority-owned by Moody's.
Moody's said that the rating actions follow the announcement of a
forthcoming change in FBR's ownership.

The recently announced intended acquisition of Finansbank A.S. of
Turkey by the National Bank of Greece is expected to lead to a
related transaction whereby Fiba Holding -- the current majority
shareholder of Finansbank A.S. -- will purchase from Finansbank
A.S. most of its non-Turkish operations including 98% of FBR.

The Ba2 deposit and bond ratings of FBR take into account the high
likelihood that its current ultimate parent bank, Finansbank A.S.,
would extend support in case of need.

On April 6, 2006, Finansbank (Russia) Ltd. announced that it has
applied to the Dutch Central Bank for the transfer of 51% of its
shares from its current parent -- Netherlands-based Finans
International Holding NV -- to Finansbank (Holland) NV, which is
currently FBR's sister-bank.

This transfer, which can take place only after obtaining the
necessary approvals from both the Dutch and Russian banking
authorities, would result in Finansbank Holland directly owning
51% of FBR's shares.

The decision to place FBR's deposit and bond ratings on review
with direction uncertain reflects the evolving nature of FBR's
ownership structure.

The rating review will partially focus on the willingness and
ability of the possible new majority shareholder, Finansbank
Holland, as well as of the ultimate shareholder Fiba Holding AS --
which is expected to receive USD 2.2 billion from the sale of its
46% stake in Finansbank AS -- to provide support to FBR in the
event of need.

The ratings of Finansbank Holland, currently Baa2/P-2/C-, were
recently placed on review for possible downgrade in a related
action.

Should the necessary regulatory approvals for the transfer of
ownership of FBR be obtained and the share transfer take place, it
is likely, though not certain, that FBR's deposit and bond ratings
would converge toward those of Finansbank Holland, which may or
may not be lower than their current level of Baa2.

At the same time, should the share transfer not take place, the
deposit and bond ratings of FBR will depend on Moody's assessment
of FBR's intrinsic strength and the possibility of any additional
sources of external support.

In placing FBR's D- Financial Strength Rating on review for
possible downgrade, Moody's notes that the change in ownership may
have a negative impact on FBR's business model and ability to
raise the necessary capital to support its rapid growth.

According to Moody's, the bank's financial metrics would be more
consistent with those of a bank rated in a slightly lower category
within the Russian operating environment.

However, the FSR benefits from the bank's strong and experienced
management team which leverages knowledge of and expertise in
retail and SME banking across many European markets, including
Turkey.

The FSR currently benefits from FBR's access to Finansbank Group's
resources and transfer of knowledge and skills, which represents a
significant advantage relative to other Russian banks of a similar
size.  Finally, the FSR incorporates FBR's relatively limited
exposure to its controlling shareholder and related companies.

According to Moody's, the rating review will focus on the impact
that the change in ownership and the loss of a large, well-
diversified parent bank will have on these factors that have
enhanced the bank's creditworthiness and FSR until now.

At the same time, Moody's recognizes that the Fiba Group has
declared that it remains committed to supporting FBR's growth, and
that the group will retain a substantial banking presence and
expertise in a number of markets, including Holland, Switzerland,
Romania and Russia, factors that Moody's will evaluate and take
into account during the review.

Moody's review will also focus on FBR's ability to continue to
obtain or generate a sufficient level of capital and funding to
support its ambitious growth plans.  Finally, the review will also
assess the possible impact of the re-branding exercise on FBR's
growing retail and SME franchises within the Russian market.

Finansbank (Russia) Ltd., founded in 1997 and headquartered in
Moscow, Russia, had total assets of RUB 14.147 billion and
shareholders` equity of RUB 1.162 billion at Dec. 31, 2005.

This rating has been placed on review for possible downgrade:

   * Finansbank (Russia) Ltd., Bank Financial Strength Rating D-

These ratings have been placed on review with direction uncertain:

   * Finansbank (Russia) Ltd., Long Term Foreign Currency Bank
     Deposit Rating Ba2

   * Finansbank (Russia) Ltd., Long Term Local Currency Bank
     Deposit Rating Ba2

   * Finansbank (Russia) Ltd., Senior Unsecured Rating (Loan
     Participation Notes Issued by Finans Russia Capital SA) Ba2

   * Finansbank (Russia) Ltd., National Scale Ratings Aa2.ru


FISHERS OF MEN: Section 341(a) Meeting Scheduled for May 4
----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Fishers of
Men Christian Fellowship Church's creditors at 11:00 a.m., on
May 4, 2006, at Suite 3401, 515 Rusk Avenue in Houston, Texas.
This is the first meeting of creditors required in all bankruptcy
cases under Section 341(a) of the Bankruptcy Code.

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.

Based in Houston, Texas, Fishers of Men Christian Fellowship
Church, filed for chapter 11 protection on Apr. 3, 2006 (Bankr.
S.D. Tex. Case No. 06-31373).  James A. McGuire, Esq., at Milledge
Law Firm, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $11,000,000 and total debts of $299,000.


GLENN SHAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Glenn Timothy Shay and Carolyn Marie Shay
         dba Ridgewoods Property Management, Inc.
         dba Circle The Waggins, Inc.
         dba The Village Dog
         P.O. Box 502201
         Indianapolis, Indiana 46250

Bankruptcy Case No.: 06-01800

Chapter 11 Petition Date: April 18, 2006

Court: Southern District of Indiana (Indianapolis)

Debtors' Counsel: Gary Lynn Hostetler, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Total Assets: $1,957,485

Total Debts:  $1,346,096

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Antech Diagnostics               Open Account           $25,501
17672-A Cowan Avenue, Suite 200
Irvine, CA 92614

Columbus Serum Company           Open Account           $23,537
2025 South High Street
Columbus, OH 43207

Beneficial                       Personal Loan          $15,000
P.O. Box 4153-K
Carol Stream, IL 60197

National City                    Credit Card            $13,070

Columbus Serum Company           Open Account           $10,206

SBC                              Advertising             $7,568

Lowe's                           Credit Card             $6,230

Sears                            Credit Card             $5,850

GE Money Bank                    Credit Card             $5,376

Indiana Surgery Center           Medical Services        $3,041

Forum Credit Union               Vehicle                 $2,426

MSD of Lawrence Township         Unpaid Tuition          $2,380

West Asset Management            Advertising             $1,042

Pfizer Animal Health             Open Account              $886

Safeco Insurance Company         Insurance Premiums        $819

Indianapolis Newspapers          Open Account              $728

Citizens Gas & Coke Utility      Utility Service           $569

Community Hospital               Medical Services          $506

L.S. Ayres                       Credit Card               $372

Nora Immediate Care              Medical Services          $370


GLOBAL HOME: Section 341(a) Meeting Scheduled for May 8
-------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will
convene a meeting of Global Home Products, LLC, and its debtor-
affiliates' creditors at 2:00 p.m., on May 8, 2006, at Room 2112,
Second Floor, J. Caleb Boggs Federal Building, 844 King Street in
Wilmington, Delaware.  This is the first meeting of creditors
required in all bankruptcy cases under Section 341(a) of the
Bankruptcy Code.

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.

Headquartered in Westerville, Ohio, Global Home Products, LLC --
http://www.anchorhocking.com/and http://www.burnesgroup.com/--
sells houseware and home products and manufactures high quality
glass products for consumers and the food services industry.
The company also designs and markets photo frames, photo albums
and related home decor products.  The company and 16 of its
affiliates, including Burnes Puerto Rico, Inc., and Mirro Puerto
Rico, Inc., filed for Chapter 11 protection on Apr. 10, 2006
(Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones, Esq.,
Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  When the company filed
for protection from their creditors, they estimated assets
between $50 million and $100 million and debts of more than $100
million.


GMAC COMMERCIAL: Fitch Affirms $19 Million Class M's CCC Rating
---------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.,
series 1998-C2 as:

   -- $38.0 million class E to 'AAA' from 'AA+'
   -- $88.6 million class F to 'A+' from 'BBB+'
   -- $44.3 million class G to 'BBB+' from 'BB+'
   -- $19.0 million class H to 'BB+' from 'BB'
   -- $19.0 million class J to 'BB-' from 'B+'
   -- $19.0 million class K to 'B+' from 'B'

In addition, Fitch affirms these classes:

   -- $1.3 billion class A-2 at 'AAA'
   -- Interest Only class X at 'AAA'
   -- $126.5 million class B at 'AAA'
   -- $113.9 million class C at 'AAA'
   -- $164.5 million class D at 'AAA'
   -- $25.3 million class L at 'B-'
   -- $19.0 million class M at 'CCC'

Class A-1 has paid in full.  The $2.5 million class N is not rated
by Fitch.

The upgrades are a result of defeasance and an increase
subordination levels due to additional loan amortization and
prepayments since Fitch's last review.  A total of 51 loans (18.7%
of the pool) have defeased since issuance.  As of the April 2006
distribution date, the transaction's principal balance decreased
22.1% to $1.97 billion compared to $2.53 billion at issuance.  To
date, the pool has realized losses in the amount of $16.5 million.

Currently, seven loans (1.6% of the pool) are in specially
servicing.  Fitch expects losses on five of the specially serviced
loans which will deplete the principal balance of the non-rated
class N and impact the principal balance of class M, currently
rated 'CCC'.  The largest of these loans (0.83%) is 90 days
delinquent and is secured by a 420-unit multifamily property in
West Des Moines, Iowa.  Foreclosure is proceeding.

The second largest specially serviced asset (0.24%) is REO and is
secured by a 467-unit multifamily property in Saginaw, Michigan.

Fitch reviewed the five credit assessed loans (27.0% of the pool).
Four of the five loans maintain investment grade credit
assessments.

The OPERS Factory Outlet Portfolio (9.1%) is secured by 12 cross-
collateralized and cross defaulted outlet properties within nine
centers.  Occupancy remains stable at 92.6% as of September 2005,
a 4.2% decrease from 96.7% at issuance.  Annualized year-to date
servicer provided net operating income (NOI) has increased 27.5%
since banker's issuance NOI.

The Boykin Portfolio (4.9%) remains below investment grade.  The
YTD September 2005 average daily rate, occupancy, and the
portfolio's overall revenue per available room has remained stable
since Fitch's last review.

The three remaining investment grade credit assessed loans:

   * Arden Portfolio (6.6%);
   * South Towne Center & Marketplace (3.2%); and
   * Grove Property Trust (3.2%)

have performed at or better than issuance.


GRANT FAMILY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Grant Family Farms, Inc.
        1020 West County Road 72
        Wellington, Colorado 80549

Bankruptcy Case No.: 06-11795

Type of Business: The Debtor produces and sells vegetables.
                  See http://www.grantfarms.com/

Chapter 11 Petition Date: April 13, 2006

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Douglas W. Jessop, Esq.
                  Brian Fletcher, Esq.
                  Jessop & Company, P.C.
                  303 E. 17th Ave., Ste. 930
                  Denver, Colorado 80203
                  Tel: 303-860-7700
                  Fax: 303-860-7233

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Tracy Alston                                $171,577
2816 Meadow Breeze
New Brunsfels, TX 78132

Orbis Container Services                     $82,951
802 West Pinedale Avenue, Suite 104
Fresno, CA 93711

Pinnacol Assurance                           $53,554
7501 East Lowry Boulevard
Denver, CO 80230

Western Precooling Systems                   $40,241

Johnny's Selected Seeds                      $27,326

General Bag Corporation                      $25,271

Texas Basket Company                         $22,213

International Paper                          $16,486

Nth Degree Creative Services                 $14,182

C.H. Brown Co.                               $14,121

Triwall                                      $13,766

Poudre Cooperative Assn Inc.                 $13,601

Ryder Transportation Service                 $13,479

CR England                                   $13,350

Principal Financial Group                    $10,493

Seattle Tacoma                               $10,458

Dedicated Fatime Express LLC                 $11,425

Plastic Packaging Technologies               $10,282

Package Containers, Inc.                     $10,229

Colorado State University                     $9,900


HAAGEN ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Haagen Acquisition Company
        aka Haagen Printing
        aka Haagen Acquisition Co.
        aka Haagen Printing Inc.
        aka Haagen Printing and Offset Co.
        420 East Cota Street
        Santa Barbara, California 93101

Bankruptcy Case No.: 06-30869

Type of Business: The Debtor provides printing services.
                  See http://www.haagenprinting.com/

Chapter 11 Petition Date: April 7, 2006

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  Tonkon Torp LLP
                  888 Southwest 5th Avenue #1600
                  Portland, Oregon 97204
                  Tel: (503) 802-2013

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kirk Downey                   Trade Debt                 $44,518
File 050201
Los Angeles, CA 90074-0201

Spicers Paper Inc.                                       $38,102
12310 East Slauson Avenue
Santa Fe Spring, CA 90670

Gans Ink & Supply Co. Inc.    Trade Debt                 $25,580
P.O. Box 33813
Los Angeles, CA 90033

Xpedx Paper Inc.                                         $17,586

Nationwide Papers Inc.                                   $16,650

Kodak Polychrome              Trade Debt                 $12,933

Ball Janik LLP                Legal Fees                 $11,287

Printing Industries Inc.                                  $8,836

Citibusiness Card             Trade Debt                  $6,095

Decco Graphics Inc.           Trade Debt                  $5,674

Customer Service                                          $4,825

PricewaterhouseCoopers                                    $4,500

Bookbuilders Co. Inc.         Trade Debt                  $3,915

Paper Coating Co. Inc.                                    $3,646

EFI Inc.                      Trade Debt                  $2,889

BFI Business Finance          Trade Debt                  $2,051

Graphic Roller Co.            Trade Debt                  $1,778

Coatings and Adhesives Corp.  Trade Debt                  $1,200

Los Angeles Times Inc.        Trade Debt                    $905

Federal Express Corp.         Trade Debt                    $587


HEALTHSOUTH CORP: Moody's Puts B2 Rating on New $2.55 Bil. Credit
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to HealthSouth
Corp.'s new $2.55 billion senior secured credit facility,
consisting of a $500 million revolver and a $2.05 billion term
loan B, and a B3 Corporate Family Rating.  The outlook is stable.

The proceeds of the debt were used to refinance the company's
existing debt.  In addition, the company borrowed $1.0 billion
under a bridge loan and $400 million in convertible preferred
securities, neither of which were rated by Moody's.

The ratings reflect the company's high financial leverage and
moderate cash flow coverage metrics following the refinancing.
Moody's believes that cash flow coverage metrics and EBIT margin
will be pressured in the near term as the company faces a number
of negative Medicare reimbursement developments.

The ratings also reflect HealthSouth's considerable scale and
diversity resulting from significant positions in each of the
company's four operating segments.

However, Moody's expects changes to Medicare reimbursement to put
pressure on pricing in all four segments and reduce volume in the
inpatient rehabilitation segment, where the company continues to
implement the 75% rule.

Also considered in the ratings are the material weaknesses in the
company's financial reporting and internal control processes.  The
company has successfully undertaken the daunting task of
reconstructing its financial records and unwinding the fraud that
was pervasive in the previously filed financial reports; the
company continues to implement policies and procedures that will
help to ensure the timeliness and accuracy of financial reporting
going forward.

Additionally, Moody's has considered the company's ongoing
exposure to investigations and litigation while acknowledging
major strides made in settling the most significant outstanding
disputes, including cases with DOJ/CMS, the SEC and a class action
securities lawsuit.

Moody's assigned a first-time speculative grade liquidity rating
of SGL-3 to HealthSouth reflecting the expectation that
HealthSouth will have adequate liquidity over the next four
quarters ending March 31, 2007.  Please refer to the Speculative
Grade Liquidity Assessment for HealthSouth for further discussion
on liquidity.

The stable outlook reflects Moody's belief that the company has
made significant progress in resolving the issues that led to the
reconstruction and restatement of its previously filed financial
information, including the installation of new management and
Board oversight.

Moody's acknowledges that the company continues to face
significant challenges, including operating with a significant
amount of debt, changes in reimbursement, outstanding litigation,
and addressing the remaining material weaknesses in its internal
control environment.

However, Moody's believes that the current rating level can absorb
the potential effects and remediation of these challenges, changes
in reimbursement, and settlements of litigation and adequately
reflects Moody's expectation of continued improvements.

Moody's expects HealthSouth to use free cash flow to pay down
debt.  If the company improves leverage and cash flow metrics
through the stabilization of its businesses, Moody's could
consider upgrading the rating.

Operating difficulties including a reduction in cash flow from
changes in reimbursement in excess of amounts expected could
pressure the ratings.

An unexpected adverse outcome to any remaining outstanding
litigation or investigations that requires substantial cash outlay
or additional financing could also result in downward pressure on
the ratings.

Headquartered in Birmingham, Alabama, HealthSouth provides
outpatient surgery, diagnostic imaging and rehabilitative
healthcare services.  At Dec. 31, 2005, the company operated 1,070
facilities in 47 states and recognized approximately $3.2 billion
in net revenue.


H/Z ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: H/Z Associates Limited Partnership
        dba Quality Inn University Center
        3401 Boulevard of the Allies
        Pittsburgh, Pennsylvania 15213

Bankruptcy Case No.: 06-21684

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: April 18, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

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.


INSURANCE AUTO: Discloses 4th Qtr. & 2005 Full Year Fin'l Results
-----------------------------------------------------------------
Insurance Auto Auctions, Inc., reported improved financial results
and record vehicle returns during both the fourth quarter and
full-year 2005.  These results were driven by increased buying
activity as a result of IAA's live auctions combined with Internet
bidding capability.

The Company recorded revenues for the quarter of $69.9 million
compared to $62.2 million in the fourth quarter of 2004.  Fee
income in the fourth quarter increased to $59.6 million versus
$53.7 million in the fourth quarter of last year.  IAA reported
Consolidated EBITDA (Earnings Before Interest, Taxes, Depreciation
and Amortization) consistent with the definition in our senior
credit agreement of $10.1 million during the quarter.

"In the fourth quarter, we were once again able to significantly
grow sales and earnings over the prior year as our enhanced
service offering continued to deliver our suppliers with
industry-leading returns," said Tom O'Brien, CEO.  "Our dual
bidding strategy of supplementing live physical auctions with a
real-time Internet bidding capability through our I-bid LIVE
product, which now includes additional state-of-the-art technology
enhancements such as a multi-screen bidding option, has allowed us
to generate a significantly higher average selling price than the
prior year."

                      Full-Year 2005 Results

The Company recorded full-year 2005 revenues of $280.9 million
compared to $240.2 million in 2004.  Fee income for the year
increased to $240.1 million versus $208.7 million during the prior
full year.  IAA reported Consolidated EBITDA of $52.6 million for
the full year.

"We had an outstanding year in 2005, both financially as well
as through our ability to further strengthen our customer
relationships," Mr. O'Brien said.

"We generated an impressive year-over-year improvement in revenues
and Consolidated EBITDA.  We have clearly developed a product
offering that is resonating more than ever with our customers and
is allowing us to attract many new buyers to our platform,
generating significantly higher selling prices at auction."

Mr. O'Brien concluded, "In the coming year we will not only stay
true to our dual bidding strategy of providing live auctions that
are supplemented by our Internet bidding technology, but we will
seek new ways to further enhance our service offering in an effort
to improve our customers' returns and our buyers' experience with
IAA.

"Also, we will continue to identify ways to grow strategically
through the addition of new locations that fit our acquisition and
greenfield investment criteria.  We are very excited about the
coming year and believe we have the ability to continue growing
the company in 2006 by expanding upon our competitive position and
enhancing our platform even further."

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?812

                       About Insurance Auto

Insurance Auto Auctions, Inc., founded in 1982, provides insurance
companies with solutions to process and sell total-loss and
recovered-theft vehicles.  The Company currently has 81 sites
across the United States.

                          *     *     *

Standard & Poor's Rating Services put a 'CCC+' rating on
$150 million senior notes due 2013 of Insurance Auto Auctions
Inc. in March 2005.  The 'B' corporate credit rating on the
Company was affirmed.


INTERSTATE BAKERIES: Wants to Reject 14 Real Property Leases
------------------------------------------------------------
Pursuant to Section 105(a) and 365(a) of the Bankruptcy Code,
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri for
permission to reject:

   (a) six real property leases effective as of March 23, 2006:

       Landlord                Location               Lease Date
       --------                --------               ----------
       Fred Shaw               Ellensburg, Washington          -
       Douglas Devries         Pacific, Missouri        02/19/96
       John F. Dietzmann       Rolla, Missouri          09/29/95
       Lawrence/Sharon Carrico Vernon, Illinois         12/11/00
       Frank M. Cordaro        Ruston, Louisiana        10/30/97
       Airport Selfstorage     Kenner, Louisiana        05/14/99

   (b) eight real property leases effective as of April 12, 2006:

       Landlord                Location               Lease Date
       --------                --------               ----------
       Kuhlke Investment Co.   Augusta, Georgia         05/13/02
       Schottensteincolerain   Cincinnati, Ohio         11/20/89
       Steve Gavin             Colerain Township, Ohio  09/14/70
       Antoine Triantos        Huntington Beach, CA     08/05/68
       Gencent, LLC            Shelby, North Carolina   12/17/02
       Rooker Farms, LLC       Kalamazoo, Michigan      01/01/88
       4000 Group LLC          South Bend, Indiana      06/04/96
       Robert Melloy           Albuquerque, New Mexico  03/31/81

The Debtors also seek the Court's permission to abandon any of
their personal property remaining in the premises subject to the
Leases after the Rejection Date.

According to the Debtors, each of the Leases does not have any
marketable value beneficial to their estates.

The Debtors determine that the costs associated with their
obligation to pay rent and other charges under the Leases are
substantial and constitute an unnecessary drain on their cash
resources.  Thus, by rejecting each of the Leases, the Debtors
will avoid incurring unnecessary expenses.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Huffman Can Liquidate Claim in State Court
---------------------------------------------------------------
Daniel B. Huffman commenced a lawsuit in a California state court
against Interstate Brands Companies, seeking damages for age
discrimination and wrongful demotion.  The Lawsuit had been tried
by a jury and judgment has been entered against Interstate Brand.

Subsequently, the California Order was reversed and the Lawsuit
was remanded for new trial by the California Court of Appeals.
Mr. Huffman's appeal to the California Supreme Court was pending
as of the Petition Date.

The Bankruptcy Court previously modified the automatic stay for
the limited purpose of allowing Mr. Huffman to pursue the appeal
through final order by the California Supreme Court.  However,
the California Supreme Court denied Mr. Huffman's petition for
further appellate review.  Accordingly, the automatic stay was
re-imposed.

Mr. Huffman filed Claim No. 5481 for $2,404,832, in the Debtors'
bankruptcy cases.  The Debtors has objected to the Claim.

The Bankruptcy Court abstained from hearing the Debtors'
objection to Mr. Huffman's Claim on the merits pursuant to a
Dec. 20, 2005, Order.

To resolve their dispute, the parties agree that:

    (a) the automatic stay will be lifted for the limited purpose
        of allowing Mr. Huffman to liquidate his claim in the
        State Court through trial to judgment and through either
        Parties' appeals;

    (b) the automatic stay will remain in effect with respect to
        any and all action to collect any claims, judgments or
        causes of action against the Debtors or their estates;

    (c) the Agreement will not be deemed the Debtors' admission of
        fact or law with respect to the Lawsuit or any related
        claim or any facts alleged in Mr. Huffman's request; and

    (c) all rights, claims and defenses that the Debtors may have
        will be, and are, preserved, including any right of the
        Debtors to seek, and Mr. Huffman to oppose, removal to the
        United States District Court for the Central District of
        California.

Judge Venters approves the parties' agreement in its entirety.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


JACK SMITH: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jack V. Smith
        aka Sciteck, Inc.
        aka New Ventures Associates, LLC
        P.O. Box 156
        Arden, North Carolina 28704

Bankruptcy Case No.: 06-10223

Type of Business: The Debtor owns three companies:
                  New Ventures Associates, LLC; Sciteck,
                  Inc.; and Zeta Holdings, LLC.
                  Sciteck, Inc., filed for chapter 11
                  protection on Jan. 9, 2006 (Bankr.
                  W.D. N.C. Case No. 06-10013).

Chapter 11 Petition Date: April 5, 2006

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, North Carolina 28801
                  Tel: (828) 254-6315

Total Assets: $3,573,297

Total Debts:  $1,172,455

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wachovia                      Loan                      $350,000
P.O. Box 74052
Atlanta, GA 30374

First-Citizens Bank           Loan                      $150,000
P.O. Box 1580
Roanoke, VA 24007

Citibank                      Loan                        $7,464
P.O. Box 6241
Sioux Falls, SD 57117

SunTrust Bank                 Loan                        $3,098
P.O. Box 85052                Value of security:
Richmond, VA 23285            $16,000


JUDITH REYNOLDS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Judith V. Reynolds
        3731 Saxonburg Boulevard
        Pittsburgh, Pennsylvania 15238

Bankruptcy Case No.: 06-21461

Chapter 11 Petition Date: April 5, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Jeffery A. Deller

Debtor's Counsel: Gary William Short, Esq.
                  Simon & Short
                  2317 Koppers Building
                  436 Seventh Avenue
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 765-0100
                  Fax: (412) 765-2211

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.


LEVEL 3: Buying ICG Communications for $163 Million
---------------------------------------------------
Level 3 Communications, Inc., reported Monday that it has signed a
definitive agreement to acquire all of the stock of ICG
Communications, Inc., a privately held Colorado-based
telecommunications company.

Under terms of the agreement, Level 3 will pay total consideration
of $163 million, consisting of $127 million in unregistered shares
of Level 3 common stock and $36 million in cash.  The number of
shares to be delivered will be determined immediately prior to
closing.

ICG primarily provides transport, IP and voice services to
wireline and wireless carriers, Internet service providers and
enterprise customers.  ICG's network has over 2,000 metro and
regional fiber miles in Colorado and Ohio and includes
approximately 500 points of presence. ICG serves more than 1,600
customers.

"ICG is a well-run business with a strong and growing base of
customers," Kevin O'Hara, president and chief operating officer of
Level 3, said.

"This transaction gives Level 3 the opportunity to further expand
our footprint into areas where we see demand for our services, and
to realize cost savings."

"Level 3 has an excellent reputation in the communications
industry," said Dan Caruso, president and chief executive officer
of ICG Communications.

"We believe our customers and employees will be in good hands.
ICG and its customers will benefit greatly from access to Level
3's expansive network and its broad suite of communications
services.  We look forward to working with the Level 3 team."

"ICG standalone is expected to generate approximately $75 to $80
million of annualized revenue and approximately $10 to $15 million
of annualized positive cash flow after approximately $10 million
in capital expenditures," said Sunit S. Patel, chief financial
officer of Level 3 Communications.

"We expect annualized cash flow to improve to approximately $30 to
$40 million once we have completed integration, which is expected
to begin later this year."

The purchase price is subject to certain customary working capital
adjustments.  Level 3 has the right to substitute cash in lieu of
delivering shares of its common stock.  The transaction does not
include ICG's investments in New Global Telecom or Mpower Holding
Corporation.

Closing is expected to occur mid-year 2006 and is subject to
customary closing conditions, including receipt of applicable
state and federal regulatory approvals.

                          About Level 3

Level 3 Communications - http://www.Level3.com/-- is an
international communications and information services company.
The company operates one of the largest Internet backbones in the
world, is one of the largest providers of wholesale dial-up
service to ISPs in North America and through its customers, is the
primary provider of Internet connectivity for millions of
broadband subscribers.  The company offers a wide range of
communications services over its broadband fiber optic network
including Internet Protocol services, broadband transport and
infrastructure services, colocation services, and patented
softswitch managed modem and voice services.

                            *   *   *

As reported in the Troubled Company Reporter on April 19, 2006,
Fitch viewed the recent announcement by Level 3 Communications,
Inc. to acquire ICG Communications, Inc., as a modest credit
positive and consistent with our current rating rationale.

Fitch Ratings affirmed the debt ratings, with a stable outlook, of
Level 3 on April 3, 2006.  Fitch maintained an Issuer Default
Rating of 'CCC' for Level 3 in its affirmation.

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the proposed $300 million 12.25% senior notes of Level 3 Financing
Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.  The notes represent an addition to the
$250 million 12.25% senior notes due 2013 issued on March 14,
2006, and will be treated as a single series of notes with that
issue.  The notes will be issued under Rule 144A with registration
rights.

As reported in the Troubled Company Reporter on Jan. 3, 2006,
Moody's Investors Service affirmed the ratings on Level 3
Communications, Inc.'s debt, and changed the rating outlook to
stable from developing, following the completion of its
acquisition of Wiltel Communications.  The ratings reflected the
high business risk for the long-haul carrier industry, offset
somewhat by good near-term liquidity.

Moody's took these ratings actions:

  Level 3:

  Outlook changed to stable from developing.

     * Corporate family rating -- affirmed Caa2

     * Speculative Grade Liquidity Rating -- affirmed SGL-1

     * New 11.5% Senior Notes due in 2010 -- affirmed Ca

     * $954 Million 9.125% Senior Notes due in 2008 -- affirmed Ca

     * $132 Million 11% Sr. Notes due in 2008 -- affirmed Ca

     * EUR50 Million 10.75% Senior Euro Notes due 2008 --
       affirmed Ca

     * $362 Million 6% Convertible Subordinated Notes due 2009 --
       affirmed C

     * $374 Million 2.875% Convertible Senior Notes due 2010 --
       affirmed Ca

     * EUR104 Million 11.25% Senior Euro Notes due 2010 --
       affirmed Ca

     * $96 Million 11.25% Senior Notes due 2010 -- affirmed Ca

     * $514 Million 6% Convertible Subordinated Notes due 2010 --
       affirmed C

     * $345 Million 5.25% Convertible Senior Notes due 2011 --
       affirmed Ca


LIBERTY MEDIA: Sees Double-Digit Revenue Growth for LIG in 2006
---------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMCB) reported Monday its
fiscal 2006 outlook for Liberty Interactive Group, which includes
QVC, its largest attributed operating business.  The Company also
provided guidance for Starz Entertainment Group, Liberty Capital
Group's largest attributed operating business.

                  Interactive Group 2006 Guidance

Liberty expects the operations attributed to the Liberty
Interactive Group, which includes QVC for all of 2006 and Provide
Commerce from the date of its acquisition on Feb. 9, 2006, to
increase over the attributed 2005 operating results, which
included only QVC's operations:

     -- Revenue growth in the low double digits %;
     -- Operating cash flow growth in low double digits %; and
     -- Operating income growth in low double digits %.

The estimates assume, with respect to QVC, that its product mix
and foreign currency exchange rates affecting its international
businesses will be consistent as compared to 2005, while revenue
growth rates will experience a slight slowing due to difficult
comparisons to the favorable results achieved in 2005.

These estimated growth rates are not expected to be achieved
ratably on a quarterly basis as the Liberty Interactive Group's
attributed businesses will likely experience different quarter
over quarter growth rates for each calendar quarter of 2006.

Liberty is currently compiling its financial results for the first
quarter of 2006 and expects to make those results publicly
available by May 8, 2006.

On a preliminary basis, Liberty expects that the attributed
revenue growth of the Liberty Interactive Group for the first
quarter will be in the mid single digits % and both the OCF and
operating income growth will be in the high single digits %.

These results are attributable to sales performance that was
slightly below expectations for the quarter and negative exchange
rate comparisons to the first quarter of 2005 related to the
international businesses.  On a constant dollar basis the expected
growth rates for the quarter are in line with the above stated
full year guidance.

                         Long-term Outlook

Liberty expects that the combined compound annual growth rate in
revenue and OCF for the Liberty Interactive Group's attributed
operating businesses over the next five years, including the
effects of potential acquisitions and assuming constant foreign
exchange rates, will be in the low double digits %.

Liberty is not providing combined guidance for the businesses
attributed to the Liberty Capital Group for 2006 because
information is not considered meaningful at this time.

                 Starz Entertainment 2006 Guidance

Liberty expects that revenue, OCF and operating income of Starz
Entertainment Group for 2006 will be substantially similar to
those recognized in 2005.

This expectation is premised on, among other factors, that SEG
continues to experience positive trends under its affiliation
agreements, SEG's distributors continue to see growth in digital
subscribers consistent with that experienced in 2005, the quantity
and timing of receipt of output product from the studios does not
materially change from that experienced in 2005 and Starz
subscription units continue to increase.

These estimates further assume that SEG's 2006 programming costs
increase by mid-single digit percentages over the same periods in
2005.

                       New Tracking Stocks

Liberty Media previously disclosed its plans, subject to
shareholder approval, to create two new tracking stocks, one to
reflect the performance of the assets and businesses attributed to
the Liberty Interactive Group and one to reflect the performance
of assets and businesses attributed to the Liberty Capital Group.

The Company has filed a Registration Statement on Form S-4 with
the Securities and Exchange Commission containing a definitive
proxy statement and prospectus related to, among other things, the
new tracking stocks proposal.

A full-text copy of the definitive proxy statement and prospectus
is available for free at http://researcharchives.com/t/s?808

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media --
http://www.libertymedia.com/-- owns a broad range of electronic
retailing, media, communications and entertainment businesses and
investments.  Its businesses include some of the world's most
recognized and respected brands and companies, including QVC,
Encore, Starz, IAC/InterActiveCorp, Expedia and News Corporation.
The company was a subsidiary of AT&T, which had acquired former
parent Tele-Communications, Inc., in 1999.  In 2001 AT&T spun off
Liberty Media as part of the phone giant's plan to split its
empire into several companies.  Liberty Media completed a spin off
of its own in 2004 by separating its international assets into a
new company.  The firm is chaired by former TCI head John Malone.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2006,
Moody's Investors Service placed Liberty Media Corporation's Ba1
corporate family and senior unsecured long-term debt ratings on
review for downgrade.

As reported in the Troubled  Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services said that Liberty Media's 'BB+'
corporate credit rating remains on CreditWatch, where it was
placed with negative implications on Nov. 10, 2005.


LONDON FOG: Court Okays Belding Harris as Local Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave London
Fog Group, Inc., and its debtor-affiliates permission to employ
Belding, Harris & Petroni, Ltd., as their local bankruptcy
counsel.

As reported in the Troubled Company Reporter on Apr. 11, 2006,
Belding Harris will:

   a. examine and prepare records and reports as required by the
      Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
      Local Bankruptcy Rules;

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

   c. identify and prosecute claims and causes of action
      assertable by the Debtors on behalf of the estate;

   d. examine proofs of claim anticipated to be filed and the
      possible prosecution of objections to certain claims;

   e. advise the Debtors and prepare documents in connection with
      the contemplated ongoing operation of the Debtors'
      business;

   f. assist and advise the Debtors in performing other official
      functions as set forth in Section 521, of the Bankruptcy
      Code; and

   g. advise and prepare a Plan of Reorganization, Disclosure
      Statement, related documents, and confirmation of the Plan.

Stephen R. Harris, Esq., a member at Belding Harris, told the
Court that the Firm's professionals bill:

      Professional                 Designation   Hourly Rate
      ------------                 -----------   -----------
      Stephen R. Harris, Esq.      Attorney         $350
      Chris D. Nichols, Esq.       Attorney         $275
      Gloria M. Petroni, Esq.      Attorney         $300
      Stephen C. Moss, Esq.        Attorney         $275
      Paraprofessional Services                  $30 - $125

Mr. Harris assured the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated that their assets and debts
totaled $50 million to $100 million.


LONGVIEW FIBRE: Moody's Reviewing Ratings For Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service continued its review for downgrade of
Longview Fibre Co.'s ratings -- corporate family rating at Ba3,
senior secured at Ba2, senior unsecured at B1, senior subordinate
at B2.

The rating action is in response to Longview's announcement on
April 17, 2006, of its Board rejection, again, of the buyout offer
Longview had received from Obsidian Finance Group, LLC and The
Campbell Group, LLC.

During its review, Moody's will focus on Longview's revised
operating plan including the acceleration of timber harvesting,
monetization of higher and best use lands, and restructuring of
the manufacturing operations.

In addition, the agency will examine Longview's capital structure
and the sustainability of its increased dividend.  Moody's will
also closely monitor any further proposals by the Obsidian Finance
and The Campbell Group with respect to Longview.

Moody's would likely bring the outlook to stable should Longview's
operating plan and proposed capital structure demonstrate
consistent cash flows in line with the credit profile anticipated
by the agency prior to the Obsidian/Campbell bid: leverage,
coverage and payout.

In addition, the final resolution and conclusion of any
solicitations to acquire Longview Fibre, would be necessary for a
stable outlook.

Any deterioration in credit metrics below the levels outlined
above, reduction in the unencumbered pool, sustained cash losses
at the manufacturing businesses or persistent accounting and
internal control irregularities would put downward pressure on the
rating.

The acceptance of Obsidian/Campbell proposal or a leveraged
recapitalization would likely trigger negative rating actions.

These ratings were maintained under review for possible downgrade:

   * corporate family rating at Ba3;
   * senior secured debt rating at Ba2;
   * senior unsecured rating at B1; and
   * senior subordinate debt rating at B2.

In its last rating action, Moody's placed Longview Fibre's ratings
on review for possible downgrade on March 7, 2006.

Longview Fibre Company is an integrated timberlands, paper and
packaging company, headquartered in Longview, Washington, USA.  At
Dec. 31, 2005, it had assets of $1.2 billion and equity of $444
million.

Obsidian Finance Group, LLC is a private equity firm headquartered
in Portland, Oregon, USA.  Obsidian invests for its own account,
for the account of others, and jointly with others, in addition to
providing advisory services.

The Campbell Group, LLC is a vertically integrated, full-service
timberland investment advisory firm founded in 1981 to acquire and
manage timberland for investors.  The Campbell Group is
headquartered in Portland, Oregon, USA, and as of March 6, 2006,
had more than $2 billion of equity commitments available for
additional timberland investments.


LOVESAC CORP: Ct. OKs Klehr Harrison as Panel's Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in The LoveSac
Corporation and its debtor-affiliates' chapter 11 cases sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to retain Klehr, Harrison, Harvey, Branzburg & Ellers,
LLP, as its bankruptcy counsel, nunc pro tunc to Jan. 30, 2006.

As reported in the Troubled Company Reporter on March 8, 2006,
Klehr Harrison will:

   1) render legal advice to the Committee with respect to its
      rights, duties and powers in the Debtors' chapter 11 cases
      and any proceedings or other litigation related or
      impacting the Debtors' estates;

   2) assist the Committee in analyzing the Debtors' business
      operations and the desirability of continuing those
      businesses and other matters related to the Debtors'
      chapter 11 cases;

   3) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and in investigating whether causes of action may exist
      that impact the Debtors' estates;

   4) assist the Committee in identifying and evaluating
      proposals for a transaction or transactions involving the
      Debtors and its assets, including a possible sale, merger,
      recapitalization, equity investment or other business
      transaction;

   5) prepare pleadings and applications that are necessary to
      further the Committee's interests and consult with the
      Debtors and other creditors, interest holders and the U.S.
      Trustee concerning the administration of the Debtors' cases
      and their related proceedings;

   6) advise the Committee with regards to formulating a chapter
      11 plan and assist in soliciting and filing with the Court
      acceptances or rejections of any proposed chapter 11 plan;

   7) review and analyze all applications, orders, operating
      reports, schedules of affairs and other filings made by the
      Debtors or other parties-in-interest and advise the
      Committee with respect to those matters;

   8) advise the Committee in implementing communications or
      related programs to notify unsecured creditors regarding
      material developments in the Debtors' chapter 11 cases and
      represent the Committee in hearings and other proceedings
      in the Debtors' cases; and

   9) perform all other legal services to the Committee that are
      necessary in the Debtors' chapter 11 cases.

Richard M. Beck, Esq., a member at Klehr Harrison, is one of the
lead attorneys.  Mr. Beck charges $400 per hour for his services.

Klehr Harrison's professionals bill:

      Professional                Hourly Rate
      ------------                -----------
      Joanne B. Willis, Esq.          $475
      Michael W. Yurkewiez, Esq.      $250

      Designation                 Hourly Rate
      -----------                 -----------
      Partners                    $300 - $600
      Associates                  $170 - $365
      Paralegals                  $120 - $165

Mr. Beck assured the Court that the Firm does not represent any
interest materially adverse to the Debtors, their estates and
their creditors and is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


LOVESAC CORP: Panel Hires Executive Sounding as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
LoveSac Corporation and its debtor-affiliates' chapter 11 cases
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Delaware to retain Executive Sounding Board
Associates, Inc., as its financial advisor, nunc pro tunc to
Jan. 30, 2006.

As reported in the Troubled Company Reporter on March 8, 2006,
Executive Sounding will:

   1) advise and assist the Committee in reviewing and analyzing
      the Debtors' on-going operations, including short-term cash
      flow forecasts and DIP borrowing needs;

   2) advise and assist the Committee in reviewing and analyzing
      any operational restructuring proposed by the Debtors and
      in evaluating strategies for reorganizing the Debtors;

   3) advise and assist the Committee in its examination and
      analysis of any chapter 11 plan proposed by the Debtors and
      in reviewing the Debtors' support information related to
      the plan, including historical financial information,
      financial projections and underlying assumptions and any
      other relevant information;

   4) advise and assist the Committee in monitoring any asset
      disposition sale and marketing processes and provide expert
      testimony, if necessary, on behalf of the Committee;

   5) meet and negotiate with the Debtors, its advisors and
      counsel, DIP lenders and other parties in interest
      regarding the chapter 11 plan's assumptions and support
      information; and

   6) provide all other financial advisory services to the
      Committee that are necessary in the Debtors' chapter 11
      cases;

Neil Gilmour, III, a managing director at Executive Sounding,
disclosed that his Firm will charge:

   1) a $50,000 Monthly Advisory Fee until April 30, 2006, or
      until the earlier date of the execution of a term sheet by
      the Committee and the Debtors to a consensual chapter 11
      plan or the closing of a sale of substantially all of the
      Debtors' assets; and

   2) a Success Fee equal to the greater of 3% of the value of
      the assets of the reorganized Debtors or 3% of the
      consideration paid by a buyer for the sale of substantially
      all of the Debtors' assets.

Executive Sounding's professionals bill:

       Designation                    Hourly Rate
       -----------                    -----------
       Managing Directors             $350 - $425
       Directors                      $310 - $350
       Consultants                    $220 - $350
       Administrative Support             $120

Mr. Gilmour assured the Court that the Firm does not represent any
interest materially adverse to the Debtors and their estates and
is disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code and as modified by Section 1107(b).

A full-text copy of the Debtors' engagement letter with Executive
Sounding Board Associates, Inc., is available for a fee at
http://www.researcharchives.com/bin/download?id=060307014104

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


MARICOPA COUNTY: Moody's Confirms Ba3 Rating With Negative Trend
----------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 rating with a negative
outlook on the Maricopa Industrial Development Authority Education
Revenue Bonds and removed the issue from Watchlist for possible
downgrade.

The rating action reflects the sale of the Arizona Montessori site
and receipt and review of the Omega audit as well as the reported
unenforceability of a previously recorded liability.

The rating, which affects close to $26 million in outstanding
obligations, continues to reflect the high risk levels associated
with a number of the charter schools within the pool while noting
that all schools within the pool except Arizona Montessori remain
current on debt service payments.

The trustee has reported that the site of the former Arizona
Montessorri school was sold for $1.36 million as compared to
$1.7 million in par value outstanding.

The extent of the draw on reserves is not expected to be
determined until late May given the need to finalize trustee fees
as well as expenses related to the Events of Defaults and Trust
Foreclosure Sale, including outside counsel expenses.

Moody's expects the draw will modestly reduce the pool's Credit
Reserve Fund.  In addition to the Credit Reserve Fund, the pool
also benefits from a Liquid Reserve Fund, funded at closing at one
years interest requirement, providing a combined reserve balance
of $4.6 million.

The drawn down amount is expected to be replenished over time with
the pool participants' monthly payments of 5% of monthly principal
and interest payments above and beyond the amounts required for
current debt service set asides that would have otherwise gone to
the special redemption fund.

The recently released fiscal 2005 audit for Omega Academy
indicated weak 2005 operations and a restatement of fiscal 2004
depreciation.  While fiscal 2004 results indicate an operating
surplus of $113,000 and coverage of 1.17, fiscal 2005 results were
considerably more narrow.

Fiscal 2005 results reflect a $208,000 operating loss and 0.7x
debt service coverage.  It is important to note that state per
pupil aid flows directly to the trustee such that debt service is
paid before the funds are returned to the school for general
operating purposes-facilitating debt service payment absent 1x
coverage of debt service.

As a result of the operating deficit, the school's cash position
narrowed in 2005 to $55,000 at June 30 as compared to $228,000 in
the prior fiscal year, including a $34,000 increase in cash flow
borrowing.

Omega's 2006 40-day enrollment count was 521 and the final 100-day
enrollment count is expected to approximate this level,
representing a 7% decline over fiscal 2005 levels.  Moody's
believes the school may not be financially viable in the event
enrollment and financial operations continue to trend in this
manner.

Management reports the Board has voted to eliminate two teachers'
positions and create a marketing position, which they expect to
result in augmented enrollment levels and financial margins.
Moody's review is ongoing as reflected in the negative outlook
assigned to the pool.

Favorably, Omega's net asset position improved as a result of the
elimination of the liability associated with unpaid construction
claims.  Management reports, and has provided a legal opinion to
substantiate the claim, that the lien associated with the $2.5
million liability reported in prior audits, is unenforceable.
Moody's believes any subsequent liability or settlement of these
claims would adversely impact the school's financial operations
and credit quality given the schools negligible cash position.


MICHAEL FAIR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael C. Fair
        2560 West Magee Road
        Tucson, Arizona 85742

Bankruptcy Case No.: 06-00379

Type of Business: The Debtor is a dentist working for
                  Marana Dental Care.  He has also a dental
                  practice at Fair Dentistry, P.C.

Chapter 11 Petition Date: April 13, 2006

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Thomas A Denker, Esq.
                  Thomas A. Denker, P.C.
                  2321 East Speedway
                  Tucson, Arizona 85719
                  Tel: (520) 327-4800
                  Fax: (520) 745-0616

Total Assets: $1,091,235

Total Debts:  $1,502,241

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Compass Bank                     Single-Family         $336,750
P.O. Box 797808                  Residence at
Dallas, TX 75379-7808            2560 West Magee
                                 Road in Tucson, AZ
                                 Value of Security:
                                 $500,000

Susan Fair                       Divorce-Related       $275,000
c/o Barry Wolinetz               Claims
65 East State Street, Suite 2100
Columbus, OH 43215

HSPC, Inc.                       Personal Guaranty     $101,000
c/o Michael Boreale
Sipe & Landon
5363 East Pima Street, Suite 200
Tucson, AZ 85712

Twin Peaks Partnership, LLC      Lease Guaranty         $94,000
c/o Tri Plus Partners
5350 N. 16th Street, Suite 106
Phoenix, AZ 85016

MBNA                             Civil Lawsuit          $54,000
c/o Larry Folks
Folks & O'Connor, PLLC
1850 N. Central Ave., Suite 1140
Phoenix, AZ 85004

Bankers Healthcare Group, Inc.   Trade Debt             $50,000
1840 Main Street, Suite 102
Fort Lauderdale, FL 33326

National Bank of Arizona         Consumer Credit        $49,953
335 North Wilmot Road            Line
Tucson, AZ 85711

Zions First National Bank        Credit Card            $33,814
2185 South 3270 West             Purchases
Salt Lake City, UT 84119

Lexus Financial Service          1/2 interest in        $21,547
P.O. Box 60114                   2001 Lexus 300
City of Industry, CA 91716       in Debtor's
                                 Possession

Camwest Group, Inc.              Trade Debt             $20,196
1743 West Prince Rd., Suite 101
Tucson, AZ 85705

HSPC, Inc.                       Quantum-Meruit          $5,000
                                 Claim

Patterson Companies, Inc.        Trade Debt              $3,141
1031 Mendota Heights Road
Saint Paul, MN 55120

Harris, McClellan,               Legal Fees              $2,667
Binau & Cox, PLL
37 West Broad Street, Suite 950
Columbus, OH 43215-4159

Chase                            Credit Card             $2,175
800 Brooksedge Boulevard         Purchases
Westerville, OH 43081

Financial Credit Network         Collection Account      $2,033
1300 West Main                   Original Creditor:
Visalia, CA 93277                Ameritech

Midland Credit                   Collection Account        $941
8875 Aero Drive                  Original Creditor:
San Diego, CA 92123              British Petroleum

ProCollect, Inc.                 Collection Account        $913
P.O. Box 550369                  Original Creditor:
Dallas, TX 75355-0369            River Oaks
                                 Apartments

NCO                              Collection Account        $134
P.O. Box 8547                    Original Creditor:
Philadelphia, PA 19101           Mid-Ohio Emergency
                                 Services

BP Oil/Citibank                                         Unknown
P.O. Box 6003
Hagerstown, MD 21747

Mark Muller                      Civil Lawsuit          Unknown
1441 Langston Drive
Columbus, OH 43220


NC TELECOM: Wants to Walk Away From Three Executory Contracts
-------------------------------------------------------------
NC Telecom, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado for permission to reject three executory contracts,
which they find burdensome to their ongoing operations.

                       Bean Pole Agreement

The Debtor is a party to a Beanpole Master Services Agreement
dated Aug. 14, 2002, with the City of Steamboat Springs, in
Colorado.  The City acts as fiscal agent for the Yampa Valley
Economic Development Council.

Under the Beanpole Agreement, the Debtor installed a
telecommunications system for local public offices located in the
City and other users of the Beanpole.  The term of the Beanpole
Agreement expires on June 2006.

                    Bandwidth Lease Agreement

The Debtor entered into a bandwidth lease agreement with Unitah
Basin Electronics Telecommunications dba UBET Wireless.

UBET provides telecommunications services in Northwestern
Colorado.  The Bandwidth Lease has a 20-year term beginning
Jan. 1, 2003.

                    Stock Redemption Agreement

On May 26, 2002, the Debtor entered into a stock redemption
agreement with White River Electric Association, Inc.  As part of
the purchase price, the Debtor was to provide bandwidth services
on the NCT System to White River and its wholly owned subsidiaries
for 10 years.

Headquartered in Meeker, Colorado, N C Telecom, Inc. --
http://www.nctelecom.net-- offers Internet connection services.
The Company filed for chapter 11 protection on Oct. 14, 2005
(Bankr. D. Colo. Case No. 05-47275).  Duncan E. Barber, Esq., at
Bieging Shapiro & Burrus LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1 million to $10 million in assets and
$10 million to $50 million in debts.


NEWPARK RESOURCES: Accounting Probe Spurs Moody's Negative Trend
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Newpark
Resources, Inc., to negative from stable following the company's
announcement that it is conducting an internal investigation
regarding possible accounting irregularities.

Pending a benign outcome of the internal investigation, as well as
the company's ability to realize improved profitability more in
line with its peers, the outlook may revert back to stable.

However, if the investigation uncovers material findings, results
in an extended delay in the filing of the company's financial
statements with the SEC, or remains unresolved for a prolonged
period of time the ratings may either be placed on review for
downgrade or downgraded.

The ratings could also be pressured as a result of a deterioration
in leverage or the inability of the company to improve its margins
and returns more in line with its Ba3 rated peers.

The potential accounting irregularities relate to the processing
and payment of invoices by Soloco Texas, LP, one of the Newpark's
subsidiaries in its mat and integrated services segment, as well
as other possible violations.

The initial impact to the company has been that the current CFO,
the former CEO, who is now the chairman and CEO of Newpark
Environmental Water Services, LLC, and an officer of Soloco Texas,
LP have all been placed on administrative leave pending completion
of the investigation.

The Audit Committee has retained independent counsel to conduct
the investigation, the final scope of which cannot be determined
at this time.

It remains unclear whether the investigation will result in a
material impact on either historically reported earnings or cash
flows, the potential nature and magnitude of irregularities that
could be uncovered, the impact on the company's reputation and
relationship with customers, as well as the length of time that it
may take to resolve these issues.

Newpark's margins and returns, while overall increasing, tend to
be lower than its Ba3-rated peers.  Newpark's EBITDA margin, as
adjusted for Moody's standard adjustments, was approximately 18%
in 2005, as compared to the 30% range for its Ba3 peers.

The company's EBIT to average assets was approximately 8% in 2005,
whereas its peers typically had returns in the 10-15% range.
Newpark's leverage, in terms of debt to EBITDA, was 3.4x at year
end 2005, which is in line with its Ba3 rated peers and is an
improvement from a high 5.1x at year end 2004.

Moody's expects Newpark's operating performance to strengthen over
the near term given the current positive sector outlook, which
should bode well for the company's profitability and leverage.
However, we believe that the company could face the risk of market
share or margin erosion from increased competition from lower cost
providers or providers with more financial flexibility.

Newpark Resources, Inc., is headquartered in Metarie, Louisiana.


NVF COMPANY: Wants Until June 16 to Remove Civil Actions
--------------------------------------------------------
NVF Company and its debtor-affiliate ask the U.S. Bankruptcy Court
for the District of Delaware to extend until June 16, 2006, the
period within which they can remove prepetition civil actions
pending in various state and federal courts.

The Debtors believe that the extension will give them more time to
make fully informed decisions concerning the removal of each civil
action.

To determine which civil actions should be removed, the Debtors
must analyze each proceeding in light of these factors:

   a) the importance of the proceeding to the expeditious
      resolution of the Debtors' chapter 11 cases,

   b) the time it would take to complete the proceeding in its
      current value,

   c) the presence of federal questions in the proceeding that
      increase the likelihood that one or more aspects thereof
      will be heard by a federal court,

   d) the relationship between the proceeding and matters to be
      considered in connection with any proposed plan in the
      Debtors' cases, the claims allowance process, and the
      assumption and rejection of executory contracts, and

   e) the progress made to date in the proceeding.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


OCA INC: Committee Wants Jenner & Block as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to employ Jenner &
Block, LLP, as its bankruptcy counsel.

The Committee selected Jenner & Block as its counsel because of
the firm's extensive experience, knowledge and resources in the
areas of insolvency, bankruptcy, creditors' rights and litigation.
The firm also has extensive experience with physician practice
management insolvency and bankruptcy proceedings, which is
particularly relevant to the Debtors' cases.

Jenner & Block is expected to:

     a. represent the Committee in any proceedings and hearings
        related to the Debtors' Chapter 11 Cases;

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

     c. negotiate with the Debtors and other creditor and equity
        constituencies regarding a plan of reorganization;

     d. advise the Committee of its powers and duties;

     e. advise the Committee regarding matters of bankruptcy law;

     f. provide assistance, advice, and representation concerning
        the confirmation of, or objection to, any proposed
        plan;

     g. prosecute and defend litigation matters and other matters
        that might arise during the Debtors' Chapter 11 Cases;

     h. provide counseling and representation with respect to
        assumption or rejection of executory contracts and leases,
        sales of assets, and other bankruptcy-related matters
        arising from these Chapter 11 Cases;

     i. render advice with respect to other legal issues relating
        to the Chapter 11 Cases, including, but not limited to,
        securities, corporate finance, tax, and commercial issues;

     j. prepare, on behalf of the Committee, any necessary
        adversary complaints, motions, applications, orders, and
        other legal papers relating to these Chapter 11 Cases; and

     k. perform other legal services necessary and appropriate for
        the efficient and economical administration of the
        Debtors' Chapter 11 Cases.

The primary attorneys anticipated to work on this engagement are
Mark K. Thomas, Esq., Michael S. Terrien, Esq., Peter J. Young,
Esq., and Phillip W. Nelson, Esq.

Jenner & Block's hourly billing rates are:

        Professional                           Hourly Rates
        -----------                            ------------
        Mark K. Thomas, Esq.                       $650
        Michael S. Terrein, Esq.                   $515
        Peter J. Young, Esq.                       $325
        Phillip W. Nelson, Esq.                    $250
        Partners                               $410 - $800
        Associates                             $230 - $395
        Paralegals                             $160 - $235
        Project Assistants                     $100 - $130

Mr. Thomas, a partner at Jenner & Block, tells the Bankruptcy
Court that his firm does not hold any interest adverse to the
Debtors' estates or their creditors, and is disinterested as that
term is defined in Section 101(14) of the Bankruptcy Code.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OCA INC: Panel Taps Loughlin Meghji+Company as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to retain Loughlin
Meghji+Company as its financial advisor.

Loughlin will:

     a) evaluate the assets and liabilities of the Debtor;

     b) analyze and review the financial and operating statements
        of the Debtor;

     c) analyze the business plans and any financial and cash flow
        forecasts of the Debtor;

     d) review contractual arrangements between the Debtor and
        related entities;

     e) review and assist with the claims resolution process and
        distributions;

     f) review cash flow forecasts and other related issues;

     g) provide valuation and other financial analysis as the
        Committee may require;

     h) assess various strategic alternatives proposed by the
        Debtor and evaluate these alternatives, including:

           -- the Debtor's viability as a standalone entity;

           -- sale of all or some of the assets of the
              Debtor's estate; and

           -- any plan of reorganization proposed by the Debtor.

      i) provide testimony in Court on behalf of the Committee;
         and

      j) provide other appropriate and necessary services as
         requested by the Committee.

Loughlin will charge an advisory fee of $75,000 per month for the
first three months of its engagement.  The firm will charge
$50,000 in the succeeding months.

Mohsin Y. Meghji, a principal at Loughlin, assures the Bankruptcy
Court that his firm does not hold any interest materially adverse
to the Debtor's estate and is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

A full-text copy of the Committee's eight-page engagement
agreement with Loughlin is available for free at:

               http://researcharchives.com/t/s?806

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OMEGA HEALTHCARE: Declares $0.24 Per Share Common Stock Dividend
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported that its
Board of Directors declared a common stock dividend of $0.24 per
share, increasing the quarterly common dividend by $0.01 per share
over the prior quarter.

The dividend will be paid on May 15, 2006, to common stockholders
of record on April 28, 2006.  As of April 18, 2006, the Company
had approximately 58 million outstanding common shares.

                       Preferred Dividend

The Company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock, payable on
May 15, 2006 to preferred stockholders of record on April 28,
2006.

Series D preferred stockholders of record on April 28, 2006, will
be paid dividends in the approximate amount of $0.52344, per
preferred share.

The liquidation preference for the Company's Series D preferred
stock is $25 per share.  Regular quarterly preferred dividends
represent dividends for the period Feb. 1, 2006, through April 30,
2006.

                      About Omega Healthcare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the long-
term care industry.  At September 30, 2005, the Company owned or
held mortgages on 216 skilled nursing and assisted living
facilities with approximately 22,407 beds located in 28 states and
operated by 38 third-party healthcare operating companies.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Omega Healthcare Investors Inc. to 'BB' from 'BB-'.

In addition, ratings are raised on the company's senior unsecured
debt and preferred stock, impacting $603.5 million in securities.
S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service raised the ratings of Omega Healthcare
Investors, Inc. (senior unsecured debt to Ba3, from B1).  Moody's
said the rating outlook is stable.


PERSISTENCE CAPITAL: Court Names David Hahn as Chapter 11 Trustee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in San Fernando named David L. Hahn as Chapter 11 Trustee in
Persistence Capital, LLC's bankruptcy case.

As reported in the Troubled Company Reporter on March 10, 2006,
the Bankruptcy Court authorized the appointment of a Chapter 11
Trustee based on a request filed by Bruinbilt, LLC.

Bruinbilt told the Bankruptcy Court that the Debtor owed more than
$13.5 million by way of an arbitration award for fraud and breach
of contract.

The estate's representative, Robert A. Coberly, Jr., was the
Debtor's co-managing member when the fraud occurred and is
specifically identified in the arbitration award as one of the
persons who orchestrated the fraud.

Bruinbilt explained that Mr. Coberly engaged in self-dealing by
signing a release agreement in which he agreed to personally
accept $1 million in exchange for a general release of all of the
Debtor's claims against Curtis D. Somoza, a former managing
director of the Debtor, and EZ/IIS, LLC.

According to Bruinbilt, the release encompasses the Debtor's claim
that Mr. Somoza diverted $5 million for his personal use in 2004.

Headquartered in Westlake Village, California, Persistence Capital
LLC -- http://persistencecapitalllc.com/-- , filed a voluntary
chapter 11 petition on Sept. 13, 2005 (Bankr. C.D. Calif. Case No.
05-16450).  Lawrence R. Young, Esq., in Downey, California,
represents the Debtor in its restructuring proceedings.  When the
Debtor filed for protection from its creditors, it listed
$85,000,000 in total assets and $28,602,241 in total debts.


PHILLIP PETTUS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Phillip E. Pettus
        ods Preferred Mobile Nurses, Inc.
        ods Preferred Home Health
        ods Preferred Health Care Services
        16340 Wild Plum Circle
        Morrison, Colorado 80465

Bankruptcy Case No.: 06-11820

Chapter 11 Petition Date: April 14, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Compass Bank                     Debt                  $665,000
701 - 32nd Street
Birmingham, AL 35233

Advantage Bank                   Loan                  $625,000
1801-59th Avenue
Greeley, CO 80634

Pettus, Cyndi                    Loan                  $155,000
5538 South Iris Street
Littleton, CO 80123

United Mileage Card              Credit                 $18,862

Advanta Bank                     Credit                 $18,500

Discover Card                    Credit                 $12,789

Internal Revenue Service         Withholding Tax        $12,668

Citicard                         Credit                  $9,507

Key Bank                         Credit                  $4,916

Wells Fargo/Woodley's            Credit                  $4,654

Chase Card                       Credit                  $4,593

Beneficial Financial             Credit                  $4,231


PREMIUM PAPERS: Wants to Maintain AFCO Insurance Financing Pact
---------------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue making payments due under their insurance premium
financing agreement with AFCO Premium Credit LLC.

The Debtors tell the Bankruptcy Court that any interruption in
payments would adversely affect their ability to finance premiums
for future policies.

The Debtors maintain various insurance policies providing coverage
for general liability, worker's compensation, directors and
officers, and property casualties and liabilities.  The insurance
policies are financed through a financing agreement with AFCO.

Under the AFCO financing agreement, the Debtors are required to
make 20 monthly payments between April 18, 2005, and Nov. 18,
2006.  In all, the Debtors are financing more than $1.1 million of
premiums on 12 of its policies under the agreement.

A full-text copy of the Debtors' premium financing agreement with
AFCO is available for free at http://researcharchives.com/t/s?80c

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com/-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and $50 million.


R-CON INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: R-CON, Inc.
        3300 Rock Island Road
        Irving, Texas 75060

Bankruptcy Case No.: 06-31602

Type of Business: The Debtor is a construction contractor.

Chapter 11 Petition Date: April 19, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Keith Miles Aurzada, Esq.
                  Hance Scarborough Wright
                  Ginsberg & Brusilow, LLP
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 75202
                  Tel: (214) 651-6500
                  Fax: (214) 744-2615

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Miko Trucking, Inc.              Trade Debt            $180,000
1100 Crest Ridge Court
Irving, TX 75061

Southern Star Concrete, Inc.     Trade Debt            $131,045
P.O. Box 961094
Fort Worth, TX 76161-1094

ACT Pipe & Supply                Trade Debt             $78,683
P.O. Box 201810
Houston, TX 77216-1810

F&F Construction                 Trade Debt             $64,807

Ingram Enterprises, LP           Trade Debt             $62,032

Johnson County Pipe, Inc.        Trade Debt             $56,124

Lattimore Material Company       Trade Debt             $52,320

Matbon, Inc.                     Trade Debt             $44,458

Bamsco                           Trade Debt             $37,444

Airport Sand & Gravel            Trade Debt             $31,390

Beall Industries                 Trade Debt             $29,512

Holt CAT                         Trade Debt             $26,043

Hanson Pipe and Products, Inc.   Trade Debt             $25,195

Campos Construction Company      Trade Debt             $24,340

American Express                 Credit Card            $23,481

Alpha Testing, Inc.              Trade Debt             $22,643

CE Cook & Sons, Inc.             Trade Debt             $19,023

HGB Equipment, Inc.              Trade Debt             $18,703

Sunset Logistics, Inc.           Trade Debt             $12,746

Jack Ray & Sons Oil Co., Inc.    Trade Debt             $11,193


R. L. FULTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: R. L. Fulton, Inc.
        dba Fulton Steel Buildings
        P.O. Box 3782
        Tupelo, Mississipp 38803

Bankruptcy Case No.: 06-10767

Chapter 11 Petition Date: April 18, 2006

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


RADNOR HOLDINGS: Equity Deficit Widens to $87.4M at Dec. 31
-----------------------------------------------------------
Radnor Holdings Corporation reported strong annual growth in its
North American foodservice packaging business of 13%, offset by
lower sales volume at its specialty chemical operations for the
fiscal year ended Dec. 30, 2005.  The combined operations produced
a 5.1% increase in net sales to $464.6 million from $442.2 million
in the prior year.

The Company reported a $94,034,000 net loss for the year ending
December 31, 2005.  At Dec. 31, 2005, the Company's assets
amounted to $361,454,000.  As of Dec. 31, 2005, the Company's
equity deficit widened 113 times to $87,404,000 from a $770,000
deficit at Dec. 31, 2004.

Michael T. Kennedy, the Company's Chairman and Chief Executive
Officer, commented, "Our financial results for fiscal 2005 reflect
the challenging raw material and energy-related cost environment,
the significant impact of the Gulf Coast hurricanes, the outcome
of pricing actions and volume increases in our packaging business.

"The Gulf Coast hurricanes disrupted our resin and energy supply,
impacted demand, increased fuel and distribution costs, and
negatively impacted overall operating efficiency at our
foodservice and specialty chemical plants.

"We believe that these events adversely impacted our results of
operations by approximately $30 million in the fourth quarter of
2005.  In response to these events, the Company raised selling
prices across all segments near the end of 2005, accelerated its
supply chain management initiative and is instituting energy
reduction and cost containment programs."

During 2005, the Company launched a major supply chain initiative
targeted at improving overall operating efficiency, significantly
reducing inventory carrying levels and improving customer service
rates.

This initiative has begun to impact operations during the first
quarter of 2006 and is expected to produce significant benefits
including increased efficiencies, reductions in manufacturing
costs and reducing inventory while supporting higher sales
volumes.

During 2005, the Company launched several new On-the-Go(R)
products, including our Cargo(TM) polypropylene cold drink cups
and an insulated ThermX(TM) hot beverage cup.

The Company entered into a contract with an existing customer to
produce the ThermX(TM) cup and its patented dome lid to support
the customer's national coffee launch.

Sales of this product began during the first quarter of 2006 and
the Company estimates that this contract will result in
significant additional revenue and profitability to its operations
in 2006.

While consolidated net sales increased $22.4 million, or 5.1%,
during the year ended December 30, 2005 compared to the year ended
Dec. 31, 2004, gross profit decreased by $43.3 million.

The decline in gross profit was primarily caused by higher raw
material and energy-related costs, as well as the impact from the
Gulf Coast hurricanes, which were only partially offset by the
implemented price increases near the end of 2005.

The Company's foodservice packaging operations reported a
$37.3 million decrease in gross profit during the year ended
December 30, 2005, compared to the year ended Dec. 31, 2004, due
to higher raw material and energy-related costs, partially offset
by the benefits resulting from higher selling prices and increased
sales volumes.

Due, in part, to the significant fourth quarter impact of raw
material supply disruptions, gross profit at the Company's
specialty chemical operations decreased $6.0 million during the
year ended December 30, 2005, compared to the year ended Dec. 31,
2004.  In addition, distribution costs increased by approximately
$5.0 million across all segments during the year, primarily due to
higher fuel costs.

Interest expense increased $6.3 million to $33.6 million during
the year ended Dec. 30, 2005, from $27.3 million in the prior year
due to higher average debt levels and higher interest rates.

A full-text copy of the Annual Report is available for free at
http://ResearchArchives.com/t/s?80a

                      About Radnor Holdings

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.


ROBERT HARRY: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Robert Edwin Harry and Mary Louise Sophia Harry
         1441 Faust Avenue
         Ozark, Alabama 36360

Bankruptcy Case No.: 06-10321

Chapter 11 Petition Date: April 14, 2006

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtors' Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Poston, P.C.
                  P.O. Drawer 6504
                  Dothan, Alabama 36302-6504
                  Tel: (334) 793-6288

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
USAA Federal Savings Bank        Mastercard             $12,000
10750 Mcdermott Freeway
San Antonio, TX 78288

Bank of America                  Loan                   $10,500
P.O. Box 1390
Norfolk, VA 23501-1390

Tommy Lavender                   Ad Valorem             $10,000
Revenue Commissioner             Property Taxes
Dale County
P.O. Box 267
Ozark, AL 36361

Interval International                                   $2,000
P.O. BOX 15021
Wilmington, DE 19850

Starla Moss Matthews             Ad Valorem                $535
Revenue Commissioner             Property Taxes
Houston Cty
P.O. Drawer 6406
Dothan, AL 36302

Aspire Correspondence            VISA Card                 $250
P.O. Box 105555
Atlanta, GA 30348-5555

Internal Revenue Service         Possible liability          $1
Attn: Bankruptcy Mail Clerk      under Sec. 6672 of
801 Tom Martin Drive, Suite 126  the Internal Revenue
Birmingham, AL 35211             Code for 941 taxes
                                 not paid by a
                                 corporation owned
                                 by the Debtors


ROBIN DANIEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robin Ricardo Daniel
        P.O. Box 50396
        Nashville, Tennessee 37205

Bankruptcy Case No.: 06-01740

Chapter 11 Petition Date: April 12, 2006

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Roy C. Desha, Jr., Esq.
                  Law Office of Roy C. Desha, Jr.
                  1106 18th Avenue South
                  Nashville, Tennessee 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Everhome Mortgage                5098 Heathrow         $892,000
P.O. Box 2167                    Boulevard
Jacksonville, FL 32232-0004      Brentwood, TN 37027

Countrywide                      2823 Sawyer           $273,000
P.O. Box 5170                    Bend Road
Correspondent Unit SV-314b       Franklin, TN 37069
Simi Valley, CA 93062

Household                        2823 Sawyer            $73,000
P.O. Box 9068                    Bend Road
Brandon, FL 33509-9068           Franklin, TN 37069

Regions Bank Line of Credit      5098 Heathrow          $66,000
P.O. Box 4897                    Boulevard
Montgomery, AL 36103-4897        Brentwood, TN 37027

Chrysler Financial               Dodge Ram 3500         $39,000

Sullivan Schein                  Dental Supplies        $17,000

Brentwood Auto Sales             Boat                   $14,968

NCO Financial Systems            American Express       $12,260
                                 Credit Card

XO Communications                                        $8,774

Providian                        Credit Card             $8,550

Capital One                      Loan                    $4,700

Kay Jewelers                     Jewelry                 $4,583

Suntrust                         Credit Card             $3,900

Lewis, Smith & Smiley                                    $3,500

HSBC Card Services               Credit Card             $3,375

Priority                         Dental Supplies         $3,000

Wells Fargo Financial            Audio Equipment         $2,641

CIT Bank                         Loan                    $2,193

Merrick Bank                     Loan                    $1,700

Buffaloe & Associates            Legal Fees              $1,148


ROGER LEONARD: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roger Warren Leonard
        dba Bar RL Ranch
        dba Bar RL Construction
        dba Nightstar Ranch
        2744 Road 158
        Albin, Wyoming 82050

Bankruptcy Case No.: 06-20131

Type of Business: The Debtor owns: Bar RL Ranch; Bar RL
                  Construction; and Nightstar Ranch.

Chapter 11 Petition Date: April 5, 2006

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  The Law Offices of Ken McCartney, P.C.
                  P.O. Box 1364
                  Cheyenne, Wyoming 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585

Total Assets: $1,133,150

Total Debts:  $1,019,896

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dorothy Leonard               Loan                      $120,472
5010 Kingsmire Drive
Godfrey, IL 62035

Farm Credit Service           Debt                      $107,990
P.O. Box 878
Casper, WY 82602

Norlarco Credit Union         Debt                       $36,600
P.O. Box 528
Fort Collins, CO 80522

Chrysler Financial            Value of collateral:       $31,895
                              $30,000

Farmers Elevator Company      Debt                       $23,911

InfiBank                                                 $17,387

Tri-State AG Supply                                      $16,800

Pawnee Buttes Seed Co.                                    $6,725

Wiley Oliver Sales                                        $5,413

Capitol One Bank              Loan                        $4,019

Rays Backhoe & Construction                               $3,880

Bowman Irrigation                                         $3,567

La Grange Garage                                          $3,076

Agri-Drain Corp.                                          $2,878

Mike Peterson                                             $2,737

Mill Iron 7 Livestock LP                                  $2,500

PHI Financial Services                                    $2,185


RUSSELL CORP: Berkshire Deal Prompts Moody's Ratings Review
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Russell
Corporation on review for possible upgrade following the
announcement of the sale of the company to Berkshire Hathaway.
Under the terms of the merger agreement, Berkshire Hathaway will
pay $18 per share in cash, or approximately $600 million, to
acquire the company.  The transaction is expected to close in the
third quarter of 2006.

Moody's placed these ratings on review for possible upgrade:

   * The $300 million senior secured revolving credit facility
     due 2007 of Ba3;

   * The $250 million senior unsecured notes due 2010 of B2;

   * The corporate family rating of B1.

The review will focus on the potential strategic benefits of
operating within the Berkshire Hathaway organization, the
financing structure of the transaction and the nature of the
support, if any, that may be provided by Berkshire.

Should the existing debt be refinanced, the ratings will likely be
withdrawn.  The revolver and the senior unsecured note indenture
contain a change of control provision.  The unsecured notes are
also callable beginning May 1, 2006.

Russell Corp, headquartered in Atlanta, Georgia, is a major U.S.
manufacturer and distributor of athletic apparel and equipment.
Brands include American Athletic, Huffy Sports, Brooks, and
Spalding.  Revenues were $1.4 billion for the twelve months ended
Dec. 31, 2005.


SAINT VINCENTS: Has Access to RCG Cash Collateral Until April 30
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, its debtor-
affiliates and First American Title Insurance Company agree to
extend the Termination Date for the Debtors' use of the RCG Cash
Collateral, through April 30, 2006.

First American is the successor-in-interest to RCG Longview II,
LP.  As reported in the Troubled Company Reporter, Sept. 16, 2005,
RCG was a secured creditor of the Debtors pursuant to:

   (i) a subordinate promissory note, dated May 18, 2005, with a
       $10,000,000 principal amount;

  (ii) a subordinate promissory note, dated June 27, 2005, with
       a $6,000,000 principal amount.

The Notes are secured by junior, perfected lien in and security
interest on various properties owned by the Debtors and
subordinate assignment of all leases of the Properties.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
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.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Refines Malpractice Claims Procedures
-----------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 29, 2006,
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates developed an approach to categorize potential
malpractice claims into three and provides for various means to
liquidate the claims.

The Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York for authority to adopt these procedures, and
once adopted, to apply the procedures to all lift stay requests
relating to medical malpractice actions.

full-text copy of the Category One Stipulation is available at
no charge at http://ResearchArchives.com/t/s?3f9

A full-text copy of the Category Two Stipulation is available at
no charge at http://ResearchArchives.com/t/s?3fa

A full-text copy of the form of order for Category Three claims
is available at no charge at http://ResearchArchives.com/t/s?3fc

                       Supporting Statement

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in Boston,
Massachusetts, explains that if necessary, the Debtors will
further refine the Approach based on comments received from the
Court and other parties-in-interest.  If, however, the Court
approves the Approach, it will be implemented either through
specific stipulations with individual claimants or further Court
order on a more specific motion to implement a compulsory
mediation process for certain medical malpractice claims where
the Debtors have no primary commercial medical malpractice
insurance.

Mr. Troop reports that as of March 24, 2006, 85 medical
malpractice claimants have filed motions seeking relief from, or
modification of, the automatic stay to proceed with the
prosecution of their claims.

Pursuant to Section 157 of the Judicial Procedures Code,
bankruptcy courts lack the jurisdiction to decide finally the
validity or amount of the Medical Malpractice Claims, at least
for the purpose of fixing the amount of a distribution to be made
to the holder of a medical malpractice claim under a Chapter 11
plan of reorganization.  Thus, the Medical Malpractice Claims
must be litigated in a federal district court or state court.

The Debtors acknowledge that where the validity and allowed
amount of the Medical Malpractice Claims must be determined
through litigation, the issue is not whether a court other than
the Bankruptcy Court will make that determination.  Rather, the
issue is when that other court will make the determination, Mr.
Troop contends.

Mr. Troop asserts that the Debtors' efficient administration of
their estates and the fair treatment of creditors require them to
develop and implement a uniform and systematic approach for
resolving current and future Lift Stay Motions that appropriately
balances a variety of factors.

The Approach divides Medical Malpractice Claims into three
categories based on whether:

   -- Commercial Insurance is available and will pay the Debtors'
      costs of defense in a Medical Malpractice Action; and

   -- a Medical Malpractice Claimant will consent to limiting his
      or her recovery to the available Commercial Insurance, if
      any.

                   Refinement of the Approach

The Debtors have refined the Approach based on discussions with
various constituents, Mr. Troop relates.

The Debtors have previously announced a modification to the
Approach to make clear that the protections and benefits afforded
them by the proposed Category One Stipulation and Category Two
Stipulation would also extend to their current or former
employees who are not separately insured from them.

Moreover, the compulsory mediation process being established for
Category Three Claims would also extend to employees who are not
individually insured and thus rely, or have relied, on
indemnification or similar rights from the Debtors where they do
not maintain Commercial Insurance.

The Debtors have discussed their proposed and refined approach to
creditor groups, including the Official Committee of Unsecured
Creditors, Mr. Troop tells the Court.

                         Mediation Process

The Debtors ask the Court to approve this mediation process:

   (a) The Debtors preliminarily have identified one or more
       mediators they may seek to retain as the mediators for the
       Category Three Claims pursuant to a Court order
       authorizing the Mediation Process;

   (b) The Mediators will serve for a term of no longer than 12
       months beginning September 15, 2006, unless extended by
       further Court order;

   (c) The Mediators will confer with the Debtors and the
       Official Committee of Unsecured Creditors to discuss
       procedural issues applicable to the mediation of the
       medical malpractice claims.  With limited exceptions, the
       Mediators will have the sole authority to establish the
       Mediation Procedures;

   (d) The Mediation Order will establish September 1, 2006, as
       the deadline for Medical Malpractice Claimants to enter
       into the Stipulations, or to otherwise agree with the
       Debtors on a method by which the Medical Malpractice
       Claim will be liquidated.  Any Claimant who, as of the
       Opt-out Deadline, has (i) not entered into a Stipulation
       with the Debtors, or (ii) otherwise agreed with the
       Debtors to fix the value of their claims through some
       other specified process, will be required to participate
       in the Mediation Process;

   (e) With the Debtors' advice and consent, the Mediators will
       select the order in which the claims of the Participating
       Claimants will be brought before them, and will schedule a
       date, time, and location for the initial mediation session
       for each Participating Claimant, which will begin on or
       after September 15, 2006;

   (f) Each Participating Claimant and Co-Participant must submit
       to the Mediators a statement of facts and circumstances on
       which the Medical Malpractice Claim is based no later than
       20 days before the date of that Participating Claimant's
       Initial Session.  No party-in-interest will be allowed to
       conduct any form of discovery related to the Claims prior
       to the Initial Sessions;

   (g) All parties to a Medical Malpractice Claim, including any
       relevant Co-Participant, must attend the Initial Session
       for that Claim.  The Mediators will report any willful
       failure to attend or to participate in good faith in the
       Initial Session to the Court.  The failure may result in
       the imposition of court sanctions;

   (h) At the conclusion of the Initial Session, the parties may
       schedule a second and final mediation session to resolve
       any outstanding issues regarding the Claim;

   (i) The parties to the Mediation Sessions may agree in advance
       that any recommendation made by the Mediators will be
       binding on all parties;

   (j} The parties may settle the disposition of a Claim by
       executing an agreement to be approved by the Court;

   (k) The parties agree to keep discussions and related
       documents during the Mediation Process confidential;

   (l) With certain exceptions, the Debtors and the Participating
       Claimant will each be responsible for 50% of the
       Mediator's fees and expenses for the Participating
       Claimant's Mediation Sessions.  Each party will bear its
       own legal and other professional fees and expenses.

The Debtors propose delaying the commencement date for the
Initial Sessions until after September 15, 2006, with the hope
that all interested parties will at least have a clearer
indication of the eventual distribution under a Plan at that
time, according to Mr. Troop.

To the extent the Mediation Process fails to produce an outcome
that is acceptable to both the Debtors and the Category Three
Claimant whose claim is being determined, the Claimant will
retain the right to seek relief from the automatic stay to
proceed with liquidating his or her claim in state court or
federal district court.

Mr. Troop asserts that the tremendous cost and time-savings
likely to be realized through the Mediation Process substantially
outweigh the additional costs that may be incurred to litigate
the few claims that go through the Mediation Process
unsuccessfully.

                Alternatives and Other Considerations

The Debtors have also considered whether an alternative approach
-- one that does not allow any Medical Malpractice Claimant to
collect from insurance, but instead seeks to "pool" all insurance
for the proportionate benefit of all Medical Malpractice
Claimants -- might be workable in the Chapter 11 cases.  To this
end, the Debtors have met with their primary Commercial Insurance
carrier, Medical Liability Mutual Insurance Company.

According to Mr. Troop, MLMIC supports the Approach and would
oppose any effort to create a "common fund" where:

   (i) its insurance could be used to pay claims related to
       Brooklyn and Queens, which are not covered by their
       policies; and

  (ii) unused available annual aggregates of insurance would be
       made available for claims in other policy years.

MLMIC raised five concerns about the concept of creating a pool:

   (1) Creating a pool substantially increases the risks that
       MLMIC contracted to insure.  Pooling could make insurance
       proceeds available for Brooklyn and Queens Medical
       Malpractice Claimants, a risk that MLMIC did not agree to
       insure and for which it was not paid;

   (2) Many of the Medical Malpractice Claims asserted against
       the Debtors for hospitals where MLMIC has taken an
       insurance risk can be defeated without any payment;

   (3) MLMIC stressed that it sets its premiums based in part on
       investment income it expects to derive from the long-term
       management of reserves.  Should it consent to immediately
       contribute all unused aggregate policy amounts remaining
       in the Commercial Insurance policies to a common pool
       fund, it would lose the ability to earn that investment
       income.  Accordingly, a common pool would deprive MLMIC of
       the benefit of its contractual bargain with the Debtors;

   (4) The amount of Medical Malpractice Claims pending against
       the Debtors may not be sufficiently high in certain years
       to fully exhaust the Commercial Insurance policies issued
       by MLMIC that indemnify the Debtors for claims made in
       those years; and

   (5) MLMIC expresses reservations with any method of resolving
       the Medical Malpractice Claims that might create a dynamic
       focus on allocating a pot of money rather than
       establishing liability because it provides insurance to
       many of the co-defendants in the Medical Malpractice
       Actions, and many potential co-defendants to the Medical
       Malpractice Claims.  Employing that liquidation method
       may put the Debtors' co-defendants, and thus MLMIC, at
       risk of greater exposure to liabilities arising from the
       Medical Malpractice Claims.

The Debtors agree that the concerns raised by MLMIC about a
common pool are legitimate.  Fundamentally, the Commercial
Insurance was not purchased as a common fund available to all
Medical Malpractice Claimants.  The Debtors purchased primary
Commercial Insurance only for the benefit of patients at certain
of its hospitals.

The Debtors concur with MLMIC's conclusion that in certain years
in which there are outstanding claims covered by its insurance,
the aggregate annual limits of that insurance will not be
exhausted.  Thus, even if one were to consider "pooling"
insurance only for Medical Malpractice Claimants of a particular
hospital and not for all Medical Malpractice Claimants, a similar
disparity would occur.

MLMIC is not at risk that all of its insurance will be exhausted,
and thus claimants in years where insurance might be exhausted
would receive additional insurance proceeds for the payment or
their claims.  Accordingly, the Debtors are unaware of a way to
compel MLMIC to make unused aggregates of insurance available for
all Medical Malpractice Claimants, Mr. Troop tells the Court.

For these reasons, the Debtors do not believe that the creation
of a common pool fund is even feasible.  Accordingly, the Debtors
have designed the Approach to:

   (1) take full advantage of the fact that Commercial Insurance
       will pay for the cost of liquidating certain Medical
       Malpractice Claims through state court litigation;

   (2) reduce the total amount of Medical Malpractice Claims
       against their estates by applying the remaining amounts of
       the Commercial Insurance against applicable claims; and

   (3) liquidate the remaining Medical Malpractice Claims through
       an efficient mediation process, thereby providing benefits
       to all remaining Medical Malpractice Claimants who will be
       looking to estate assets for recovery.

Accordingly, the Debtors ask the Court to approve the concept of
the Approach.

                       E. Dodard Objects

Edeline Dodard complains that the Debtors' proposed compulsory
mediation process:

   (a) improperly prefers the interests of certain creditors over
       other similarly situated creditors;

   (b) prejudices the interests of the medical malpractice
       claimants; and

   (c) is being otherwise in contravention of established
       decisional and statutory law.

The Debtors have advised that they considered Ms. Dodard's claims
as Class III Medical Malpractice Claims.

Ellen R. Werther, Esq., at Ressler & Ressler, in New York,
asserts that the Debtors' proposed Mediation Process denies
immediate payment to Class III Medical Malpractice Claimants who
accept the mediator's award and forces them to await confirmation
of a Chapter 11 plan for the Debtors.

Ms. Werther insists that any compulsory mediation program
approved for the Medical Malpractice Claims should take into
account the varying needs of the Medical Malpractice Claimants,
and their distinction from the commercial creditors whose
financial claims are the subject of restructuring in the Debtors'
Chapter 11 cases.

Accordingly, Ms. Dodard asks the Court to modify the Debtors'
proposed Mediation Process to accommodate Medical Malpractice
Claimants.

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
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.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Allows Assumption of RJ Archer Lease
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to assume their lease agreement, dated as of
June 1, 1987, with RJ Archer Realty LLC for the real property
located at 147-18 Archer Avenue, in Brooklyn, New York.  The Court
further allowed the Debtors to extend the Lease for an additional
three-year term and to assume the Extended Lease.

As reported in the Troubled Company Reporter on March 24, 2006,
the Archer Avenue Property is comprised of 3,900 square feet of
office and clinic space.  The Debtors utilize the Property for the
operation of a methadone maintenance treatment program.

The Methadone Program is also operated in part on an adjacent
space located at 147-20 Archer Avenue.  The New York State Office
of Alcoholism and Substance Abuse Services funds the program in
its entirety, including leasehold expenses.

In consideration for the Archer Avenue Property, the Debtors are
obligated to remit to RJ Archer a monthly rent of $7,400, plus
additional rent comprised of taxes and other operating expenses.

The Debtors told the Court that the Extended Lease will enable the
them to continue to operate the methadone maintenance treatment
program at the Archer Avenue Property on an uninterrupted basis.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
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.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAPNA INC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sapna, Inc.
        dba National Inn
        3026 Washington Road
        Augusta, Georgia 30907

Bankruptcy Case No.: 06-10446

Type of Business: The Debtor operates a hotel located in
                  Augusta, Georgia.  Sapna's affiliates:
                  Rajan and Rajeev, Inc. (Bankr. S.D. Ga.
                  Case No. 06-60115); and Sanjeev and
                  Rajeev, Inc. (Bankr. S.D. Ga. Case No.
                  06-60141) both filed for chapter 11
                  protection on March 26, 2006, and the
                  cases are pending before the
                  Hon. Lamar W. Davis, Jr.

Chapter 11 Petition Date: April 13, 2006

Court: Southern District of Georgia (Augusta)

Judge: Susan D Barrett

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  Klosinski Overstreet, LLP
                  #7 George C. Wilson Court
                  Augusta, Georgia 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Georgia Department of Revenue    Sales tax             $176,000

Bankruptcy Section
P.O. Box 161108
Atlanta, GA 30321

Richmond County Tax Commissioner Property taxes         $40,000
530 Greene Street
Augusta, GA 30911

Alexander Electrical             Debt                    $4,000
c/o Wilson Watkins
4434 Columbia Road
Augusta, GA 30907


SAXON CAPITAL: Moody's Puts Debt & Corp. Family Ratings at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Saxon Capital, Inc., and a rating of B2 to Saxon's proposed senior
unsecured notes.

These rating actions reflect Saxon's strong profitability in
comparison to peers, stable asset quality, and good mortgage
servicing platform, as well as recent operational improvements.

These positive factors are attenuated by the REIT's small size,
largely encumbered balance sheet, material mortgage servicing
rights asset at approximately 20% of equity, focus on subprime
mortgages and recent restatement of financials to eliminate hedge
accounting.

Saxon Capital is a mortgage REIT focused on originating, investing
in and servicing sub-prime residential mortgages.  As of year-end
2005, origination activity comprised 31% of the REIT's revenues,
servicing contributed 35%, and the mortgage investment portfolio
encompassed 45% of revenues.

Saxon originates its mortgages through wholesale, retail and
correspondent channels, and anticipates growing the latter in the
near term; it is among the top 40 subprime originators.

The REIT's servicing platform encompasses approximately
$25 billion of assets, of which $6 billion are owned, placing
Saxon among the top 20 subprime mortgage servicers.

Saxon's owned portfolio has grown to $6.4 billion in 2005, from
$1.8 billion in 2001, reflecting a compound annual growth rate of
37%.

"Saxon's cost advantage in servicing and successful efforts to
reduce origination expenses positively influence Moody's view.
However, Moody's also recognizes the challenges faced by smaller
firms, such as Saxon, in the competitive sub-prime lending space,"
says Moody's Analyst Maria Maslovsky.

Saxon mostly finances itself with secured debt in the form of
warehouse lines and on-balance sheet securitizations.  As a
result, the REIT has modest amounts of unencumbered assets.

Saxon's liquidity sources may also be restricted in a tight credit
environment by unfavorable provisions in its credit lines, such as
material adverse change clauses and collateral valuations in which
lenders have significant discretion.

The stable rating outlook reflects Moody's expectation that Saxon
will continue to enjoy profitable organic growth while maintaining
a steady balance sheet.

Upward rating actions would depend on the growth and development
of Saxon's franchise.  The REIT would need to become a Top 30
subprime originator, coupled with a continuously profitable
increase in its servicing portfolio.

Downward rating pressure would be precipitated by an annual
operating loss, deterioration in Saxon's net interest margin to
below 2.5%, return on assets to below 1%, or debt/equity over 16x,
a substantial decline in asset quality, further accounting
concerns, and increased geographic concentration to over 25% of
the investment portfolio being from any single state.

These ratings were assigned with a stable outlook:

   * corporate family rating at B1;

   * senior unsecured debt rating at B2.

Saxon Capital, Inc., is a mortgage REIT which invests in and
services subprime residential mortgages.  Saxon is headquartered
in Glen Allen, Virginia, USA.  At Dec. 31, 2005, Saxon had assets
of $7.2 billion and equity of $600 million.


SEARS HOLDINGS: More Shareholders Oppose Sears Canada Takeover Bid
------------------------------------------------------------------
Hawkeye Capital Management, LLC, Knott Partners Management LLC and
Pershing Square Capital Management, LP, formed a group to oppose
Sears Holdings Corporation's efforts to acquire the publicly owned
shares of Sears Canada Inc.

The shareholders believe that Sears Holdings is engaging in
coercive tactics to force the minority shareholders of Sears
Canada to tender into an undervalued and unsupported offer.

The group intends to take all appropriate legal action to halt the
transaction so Sears Canada remains a public company or,
alternatively, to ensure that those shareholders who desire to
sell their shares in Sears Canada are treated fairly.

The group members have agreed to share the costs associated with
any legal action they choose to take.

The group members, or funds controlled by them, own or control
8,241,572 common shares of Sears Canada representing approximately
7.7% of the outstanding common shares and approximately 25.7% of
the common shares not owned by Sears Holdings.

In addition, the Pershing Square funds are entitled to the
economic benefit of an additional 6,900,000 common shares of Sears
Canada, or approximately 6.4% of the outstanding common shares,
under cash-settled derivative transactions that terminate in
December 2006.

The group members have a total economic interest equal to
approximately 14.1% of the outstanding common shares and
approximately 47.2% of the common shares not owned by Sears
Holdings.

The group urged shareholders who have tendered into Sears
Holdings' bid to withdraw their shares.  The group added that
shareholders wishing to dispose of their shares in Sears Canada
should do so through the Toronto Stock Exchange, where the shares
have been consistently trading above the offer price.

                       About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.  Moody's also affirmed Sears Holdings
Corp.'s corporate family rating at Ba1; and Sears Roebuck
Acceptance Corp.'s senior secured bank facility at Baa3 and
senior unsecured notes at Ba1.


STERLING INFO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sterling Info Systems, Inc.
        aka Sterling Systems, Inc.
        730 North Post Oak Road, Suite 200
        Houston, Texas 77024

Bankruptcy Case No.: 06-31403

Chapter 11 Petition Date: April 3, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Patrick D. Devine, Esq.
                  Law Office of Patrick D. Devine, PC
                  2000 Bering Drive, Suite 380
                  Houston, Texas 77057
                  Tel: (832) 251-2722
                  Fax: (832) 251-2724

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ingeburg Brar                 Loan                      $120,000
5318 Norborne Lane
Houston, TX 77069

Bank of America               Open account               $17,500
Commercial Customer
Assistance
AZ9-503-0202
P.O. Box 53128
Phoenix, AZ 85072

J. Swaly Tax Service          Open account               $13,750
9555 West Sam Houston
Parkway, Suite 335
Houston, TX 77099

J&R Resurfacing & Painting    Open account               $11,896

Hughes MRO, Ltd.              Open account               $10,223

American Express              Open account               $10,000

Astro Carpet & Painting Inc.  Open account                $9,342

Houston Grotech Services      Open account                $6,062

Lopez Carpet Care & Painting  Open account                $5,500

America Carpet Care, Inc.     Open account                $5,499

Sherwin Williams Company      Open account                $2,967

Presto Maintenance Supply,    Open account                $2,884
Inc.

Rubio's Carpet Care           Open account                $2,857

PPG Monarch Paint             Open account                $2,820

Al's Landscaping              Open account                $2,760

Atlas Remodeling              Open account                $2,305

Harris County Sheriff's       Open account                $1,950
Department

Pino, Enedino                 Open account                $1,740

A-Teem Carpet Services        Open account                $1,253

Wilmar Industries             Open account                $1,239


SUMMIT AT PEOH: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Summit at Peoh Point LLC
        12609 Issaquah-Hobart Road
        Issaquah, Washington 98027

Bankruptcy Case No.: 06-00802

Chapter 11 Petition Date: April 12, 2006

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Metiner G. Kimel, Esq.
                  Kimel Law Offices
                  1115 West Lincoln Avenue, Suite 105
                  Yakima, Washington 98902
                  Tel: (509) 452-1115
                  Fax: (509) 452-1116

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John Ritchie                  Investor,                 $340,000
800 Bellevue Way NE #400      Promissory Note
Bellevue, WA 98004

Ross K. Yamashita             Investor,                  $42,000
1173 Jewel Weed Court         Promissory Note
Las Vegas, NV 89123

Chistian Englund              Investor,                  $30,000
910 Place SE                  Promissory Note
Mill Creek, WA 98012

Ingram Realty, LLC            Trade Debt - R.E.          $11,500
                              Commission

Redhawk Land Services         Trade Debt                  $7,500

Barnes & Co.                  Trade Debt                  $2,500
                              (appraisal)

Perkins & Coie                Legal Fees                  $1,500


SYLVEST FARMS: Case Summary & 41 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Sylvest Farms, Inc.
             P.O. Box 250050
             Montgomery, Alabama 36125
             Tel: (256) 245-1157

Bankruptcy Case No.: 06-40525

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      Sylvest Foods Corporation                 06-40526
      Sylvest Farms Management Services, Inc.   06-40527

Type of Business: The Debtors provide quality
                  poultry and food products.

Chapter 11 Petition Date: April 18, 2006

Court: Northern District of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtors' Counsel: Richard A. Robinson, Esq.
                  Baker & Hostetler LLP
                  P.O. Box 112
                  Orlando, Florida 32802
                  Tel: (407) 649-4085
                  Fax: (407) 841-0168

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

A. Sylvest Farms, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Worldwide Dedicated Service      Trade Debt          $2,078,051
c/o Upslogistics
636 Sandy Lake Road
Coppell, TX 75019

Farmers Grain Dealer             Trade Debt          $1,913,327
19901 North Dixie Highway
P.O. Box 149
Bowling Green, OH 43402

Bunge Corporation                Trade Debt          $1,164,705
P.O. Box 952397
St. Louis, MO 63195

Georgia-Pacific Corp.            Trade Debt            $677,966
P.O. Box 102574
Atlanta, GA 30368-2574

Copaco-Montgomery                Trade Debt            $506,642
3325 Aronov Avenue
Montgomery, AL 38108

Aviagen, Inc.                    Trade Debt            $492,225
P.O. Box 11407, Drawer 389
Birmingham, AL 35246-03

Americold Logistics              Trade Debt            $405,982
Unit 04
P.O. Box 5000
Portland, OR 97208-5000

Degussa Corporation              Trade Debt            $400,576
Chemical Group
P.O. Box 905424
Charlotte, NC 29290-542

American Proteins                Trade Debt            $381,488
P.O. Box 930394
Atlanta, GA 31193

Southeastern Energy              Trade Debt            $329,416
P.O. Box 9309
Montgomery, AL 36108

CIMCO Refrigeration              Trade Debt            $308,765
2502 Commercial Park
Mobile, AL 36606

QSI                              Trade Debt            $281,982
P.O. Box 531
Signal Mt., TN 37377

Dapec, Inc.                      Trade Debt            $234,133

Cagle's, Inc.                    Trade Debt            $229,556

Cobb-Vantress, Inc.              Trade Debt            $225,355

H.J. Baker & Bro, Inc.           Trade Debt            $225,202

Southeastern Mineral             Trade Debt            $205,623

Alpharma, Inc.                   Trade Debt            $199,150

Romero Trucking, Inc.            Trade Debt            $165,378

Horn Enterprises                 Trade Debt            $157,672

B. Sylvest Foods Corporation's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
FMC FoodTech, Inc.               Trade Debt             $67,103
P.O. Box 98635
Chicago, IL 60693

Georgia-Pacific Corp.            Trade Debt             $42,352
P.O. Box 102574
Atlanta, GA 30368-2574

COPACO-Montgomery                Trade Debt             $21,918
3325 Aronov Avenue
Montgomery, AL 36108

U.S. Security Assoc. Inc.        Trade Debt             $11,953

Ed's Electric Motor Services     Trade Debt             $11,789

AirGas Dry Ice                   Trade Debt              $9,668

Southland Industrial             Trade Debt              $9,317

Tremco, Inc.                     Trade Debt              $8,510

Wesco Receivables Corp.          Trade Debt              $7,632

Simplex Grinnell                 Trade Debt              $6,911

Carolina Handling                Trade Debt              $5,664

Zee Company, Inc.                Trade Debt              $5,148

Dyna Lift, Inc.                  Trade Debt              $4,874

AirGas Carbonic                  Trade Debt              $4,289

AI Hill's Boiler & Sales         Trade Debt              $4,116

Stellar Group                    Trade Debt              $3,887

Stewart Stainless Supply         Trade Debt              $3,788

Custom Graphic Products          Trade Debt              $3,739

Johnson Food Equipment           Trade Debt              $3,716

Mayer Electric Supply            Trade Debt              $2,702

C. Sylvest Farms Management Services, Inc.'s Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Starke Agency                    Trade Debt             $41,237
P.O. Box 4359
Montgomery, AL 36103


TEX STAR: Section 341(a) Meeting Scheduled for May 2
----------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Tex Star Can, LLC's creditors at 1:00 p.m., on May 2, 2006, at
Suite 3401, 515 Rusk Avenue in Houston, Texas.  This is the first
meeting of creditors required in all bankruptcy cases under
Section 341(a) of the Bankruptcy Code.

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.

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
between $1 million and $10 million.


THOMAS HUZELLA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Thomas R. Huzella
        1201 North Swinton Avenue
        Delray Beach, Florida 33444

Bankruptcy Case No.: 06-11360

Type of Business: The Debtor's previous bankruptcy case
                  (Bankr. W.D. Fla. Case No. 06-10604)
                  was dismissed on Feb. 23, 2006.

Chapter 11 Petition Date: April 13, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Ronald Lewis, Esq.
                  Belson & Lewis, LLP
                  2500 North Military Trail, Suite 465
                  Boca Raton, Florida 33431
                  Tel: (561) 750-7600
                  Fax: (561) 750-6602

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.


TRANS-ACTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Trans-Action Equity Investors III, Co.
        aka Trans-Action Equity Investors III, L.P.
        dba Templeton Ridge
        dba Winewood Village
        5032 Winewood Village Drive
        Colorado Springs, CO 80917
        Tel: (719) 596-6401

Bankruptcy Case No.: 06-11886

Type of Business: The Debtor develops real estate
                  and maintains apartments.

Chapter 11 Petition Date: April 18, 2006

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Robert M. Duitch, Esq.
                  Robert M. Duitch, P.C.
                  665 SouthPointe Court, Suite 150
                  Colorado Springs, Colorado 80906-8839
                  Tel: (719) 632-3450
                  Fax: (719) 632-0006

Total Assets:  $5,613,120

Total Debts:  $28,333,020

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Beal Bank SSB                    Real Estate        $28,291,646
15770 Dallas Parkway, Suite 300
Dallas, TX 75248

R. Donald McIntyre, Esq.         Attorney's Fees         $9,652
23332 Mill Creek Drive, Ste. 170
Laguna Hills, CA 92653

Gaddis, Kin & Herd, P.C.         Attorney's Fees         $7,983
118 South Wahsatch, Suite 100
Colorado Springs, CO 80903

Griffith Maintenance                                     $3,600

Auto Owners Insurance            Insurance               $3,526

Robert Johnson                                           $3,000

Winewood Village HOA                                     $3,000

Chase Bank                       Charges                 $1,438

Waste Management                                         $1,000

Home Depot                                               $1,000

Lowe's                                                   $1,000

Norma Robb                                               $1,000

Cliff Bruce                                                $840

Colorado Springs Utilities                                 $700

Affordable Air Care              Services                  $625

Qwest                                                      $600

Parasec                                                    $556

HPC Publications                                           $550

The Gazette                                                $400

Dr. McCarty                                                $384


UNIVERSAL HOSPITAL: Balance Sheet Upside-Down by $96.8M at Dec. 31
------------------------------------------------------------------
Universal Hospital Services, Inc., disclosed its financial results
for the quarter and 12 months ended Dec. 31, 2005.

Total revenues were $53.9 million for the fourth quarter of 2005,
representing a $2.2 million or 4% increase from total revenues of
$51.7 million for the same period of 2004.  For the year, revenues
increased by 8% to $215.9 million.

Net income for the quarter was $28,000, compared to a net loss of
$3.3 million for the same quarter last year.  For the year, the
company reported a net loss of $1.6 million versus a net loss of
$3.6 million for the same period of 2004.

Fourth quarter EBITDA before management/board fees and SOX
compliance costs was $20.7 million, representing a $3.7 million or
22% increase from $17.0 million for the same period of 2004.

EBITDA before management/board fees and SOX compliance costs for
the year increased $7.0 million, or 10% to $76.4 million from
$69.4 million in 2004.  The 2005 quarterly and yearly results
included a $1.2 million increase related to capitalizing our truck
and box van fleet.

"Our fourth quarter results were very positive and extended our
trend of outperforming the market fundamentals, which saw
continued medical equipment recalls and weak hospital census,"
said Gary Blackford, President and CEO.  "We remain on track to
build the premier Equipment Lifecycle Services company in the
industry."

Universal Hospital Services, Inc., is a medical equipment
lifecycle services company.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.

At Dec. 31, 2005, the Company's balance sheet showed a $96,799,000
equity deficit compared to a $93,058,000 equity deficit at
Dec. 31, 2004.


VERILINK CORPORATION: Section 341(a) Meeting Scheduled for May 16
-----------------------------------------------------------------
A meeting of Verilink Corporation's creditors will be held at
1:00 p.m., on May 16, 2006, at Room 200, Cain Street Entrance,
Federal Building, in Decatur, Alabama.  This is the first meeting
of creditors required in all bankruptcy cases under Section 341(a)
of the Bankruptcy Code.

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.

Headquartered in Hunstville, Alabama, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The Company develops, manufactures and markets a broad
suite of products that enable carriers and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
Company and its debtor-affiliate, Larscom Inc., filed for chapter
11 protection on April 9, 2006 (Bankr. N.D. Ala. Case No. 06-80566
& 06-80567).  Robert McCay Dearing Mercer, Esq., at Powell
Goldstein LLP, represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$37,221,000 and total debts of $23,913,000.


WENDY'S INT'L: Jack Schuessler Steps Down as Chairman & CEO
-----------------------------------------------------------
Wendy's International, Inc. (NYSE: WEN) disclosed that its Board
of Directors elected Kerrii B. Anderson as interim Chief Executive
Officer and President of the Company.  The Board also elected
long-time Board member James V. Pickett as its Chairman, effective
April 17, 2006.

The appointments followed the decision of Jack Schuessler, the
Company's former Chairman and CEO, to retire from Wendy's after
more than 30 years with the organization.

Ms. Anderson has served as Executive Vice President, Chief
Financial Officer and a Board member since 2000.  Mr. Pickett has
been a Wendy's director since 1982, has been its lead director and
is Chairman of the Nominating and Corporate Governance Committee.

The Board will promptly retain a national firm to conduct a search
for a permanent CEO.  The Company also expects to take steps to
further enhance its emphasis on operational excellence and the
needs of Wendy's outstanding franchisees.

In separating the roles of CEO and Chairman, Wendy's has also
further moved its governance structure toward current best
practices.

"Kerrii has demonstrated excellent strategic management in many
key areas of the corporation over the past six years," Pickett
said.

"She has a passion for the Wendy's business, is committed to
strong relationships with our franchisees, and has the respect and
support of Wendy's management team.  Our entire Board supports
Kerrii in her new role and we look forward to working with her in
the coming months.

"The Board has established two small working committees to assist
management in effecting the changes necessary to make Wendy's even
more vibrant and attractive for customers and franchisees, as well
as optimizing shareholder value," Pickett said.

"The Board and the Company thank Jack for his outstanding service
to Wendy's over a long and distinguished career.  Jack was always
so positive about the Wendy's brand and contributed to our long-
term success.  His legacy is the strong team that he has built and
his commitment to the restaurant business and our franchisees.  We
are pleased to report that Jack has agreed to consult with the
Company for the next two years."

                   Wendy's Strategic Initiatives

"Our management team has three key priorities," Ms. Anderson said.

"Strengthen Wendy's core business - Our primary objectives are
improving sales and profits at every Wendy's restaurant in the
system, working with our franchisees and company operators.
Consumers rate Wendy's as a superior brand in many areas, but we
must confront reality - the brand has not kept pace with our
competitors or the marketplace.

"The core strength of the Wendy's brand is running superior
restaurants and providing our customers with quality - great
tasting, innovative products.  Every Wendy's restaurant reflects
that core strength: "Quality Is Our Recipe(R)" While there is no
quick fix, we intend to regain positive momentum by improving our
restaurant operations, driving sales by launching new, innovative
products our customers want, and focusing on more effective
marketing.

"Execute strategic initiatives - In late March we completed the
initial public offering (IPO) of 17.25% of Tim Hortons(R) and
expect to spin off the remainder of the company by Dec. 31, 2006.
We are also pursuing strategic alternatives for our Baja Freshr
business and have retained Goldman, Sachs & Co. to assist in the
process.

Executive management and the Board are also focused on the best
way to utilize our strong balance sheet and cash position to
benefit the Wendy's system and our shareholders.  One of the newly
created Board committees will support management in effecting
these strategic initiatives.

"Reduce costs throughout the organization - We are making progress
on the initial phase of our "Next Chapter" project to reduce
costs, improve the Company's profitability and prepare the
organization to operate as a standalone company after the spin-off
of Tim Hortons.  Booz Allen is working with our management team to
validate major cost reduction opportunities and process
improvements.

"I will provide more information about our progress during our
Annual Meeting of Shareholders on April 27.  Our goal is to create
value for our shareholders, employees and our franchisees who have
helped build this great brand."

Ms. Anderson joined Wendy's in September 2000 as Executive Vice
President and CFO, and was appointed to the Board in November
2000.  She has managed key areas of the corporation including
Strategic Planning, Human Resources, Supply Chain, Information
Technology and Wendy's Bakery.

For the past year, the Cafe Express business has reported to
Anderson.  For the past six years, Anderson has managed the
Company's Accounting, Finance, Treasury, M&A, Investor Relations,
Risk Management and Internal Audit functions.

She has worked with Wendy's Franchise Advisory Committee and
Wendy's National Advertising Program and will join both groups.

Mr. Pickett has served on the Wendy's Board of Directors since
1982 and was a long-time advisor to Wendy's Founder Dave Thomas.
Pickett also provided support to previous Wendy's CEOs Jim Near,
Gordon Teter and Schuessler.  He has been lead director for the
Wendy's Board and is the Chair of the Nominating and Corporate
Governance Committee.

Mr. Schuessler joined the Wendy's organization in 1976.  He held
many leadership positions at the restaurant and field level, was
President and Chief Operating Officer of U.S. Operations, and most
recently was Chairman and CEO.  Schuessler is a member of Wendy's
Hall of Fame.

"I am proud to have been part of Wendy's for three decades and to
have worked closely with so many great leaders, including Dave
Thomas," said Mr. Schuessler.

"Since becoming CEO six years ago, we've generated significant
value for shareholders and I am very optimistic about the future
for both Wendy's and Tim Hortons," Schuessler said.

"However, I believe it is the appropriate time to pass the
leadership of the brand to the next generation of leaders as they
focus on restaurant operations, as well as improved profitability
and returns.

"Kerrii and Jim will be excellent stewards of the business.  I
wish everyone in the organization all of the best and will be
cheering for Wendy's and Tim Hortons' future success."

Ms. Anderson also announced the appointment of Brendan P. Foley as
Senior Vice President, Controller and Assistant Secretary.  Foley,
will also be the Company's Principal Accounting Officer.

Foley succeeds Dan Boone, 62, who will transition into retirement
later this year working on special assignments as Vice President
of Special Projects.  Foley was most recently Vice President of
Technical Compliance and Consolidations.

                           About Wendy's

Headquartered in Dublin, Ohio, Wendy's International, Inc. --
http://www.wendys-invest.com/-- is one of the world's largest
restaurant operating and franchising companies with more than
9,900 total restaurants and quality brands -- Wendy's Old
Fashioned Hamburgers(R), Tim Hortons and Baja Fresh Mexican Grill.
The Company also has investments in two additional quality brands
-- Cafe Express and Pasta Pomodoro(R).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Moody's Investors Service placed for possible downgrade Wendy's
International, Inc.'s senior unsecured notes' Baa2 rating; senior
unsecured shelf registration's (P)Baa2 rating; subordinated shelf
registration's (P)Baa3 rating; preferred stock shelf
registration's (P)Ba1 rating; and commercial Paper's P-2 rating.


WESTERN APARTMENT: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Western Apartment Supply & Maintenance
        1335 Hotel Circle South
        San Diego, California 92108

Bankruptcy Case No.: 06-00821

Type of Business: The Debtor previously filed for
                  chapter 11 protection on Jan. 12, 2004
                  (Bankr. D. Hawaii Case No. 04-00072).

Chapter 11 Petition Date: April 18, 2006

Court: Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha and Daley
                  7860 Mission Center Court, Suite 100
                  San Diego, California 92108
                  Tel: (619) 688-1557

Total Assets: $18,131,069

Total Debts:  $10,045,054

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Reinwald, O'Connor & Playdon     Legal Fees            $137,455
P.O. Box 3199
Honolulu, HI 96801

County of Maui                   Real Estate Taxes     $116,000
Property Tax Division
P.O. Box 1405
Wailuku, HI 96793

Thomas R. Cole                   Legal Fees             $89,007
233 A South Market Street
Wailuku, HI 96793

Ing, Horikowa,                   Trade Debt             $56,342
Jorgenson & Stewart

Sumie Toyashima                  Trade Debt             $40,000

Department of Land &             Property Lease         $29,240
Natural Resources

Internal Revenue Service                                $13,342

Chris Hart & Partners            Trade Debt             $10,668

Phoenix Asset Advisors, Inc.     Management Fee         $10,000


WINDOW ROCK: Hires Prolman Associates as Financial Consultant
-------------------------------------------------------------
Window Rock Enterprises Inc. sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Prolman Associates as its financial consultant.

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Prolman Associates will:

   1) review and validate all disbursements made by the Debtor and
      assist in preparing all of the Debtor's financial reports,
      including reports to the Office of the U.S. Trustee;

   2) validate all financial reports made by the Debtor; and

   3) render all other financial consulting services to the Debtor
      that are necessary in its bankruptcy case.

David A. Prolman and D.A. Patrick are the lead professionals from
Prolman Associates for this engagement.  Mr. Prolman disclosed
that his Firm received a $100,000 retainer.  Mr. Prolman charges
$350 per hour for his services, while Mr. Patrick charges $295 per
hour.

Prolman Associates assured the Court that it does not represent
any interest materially adverse to the Debtor and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., at
Winthrop Couchot, PC, represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million and
estimated debts of more than $100 million.


WINDOW ROCK: Court Approves Ullman Shapiro as Special Counsel
-------------------------------------------------------------
Window Rock Enterprises, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Ullman, Shapiro & Ullman, LLP, as its special regulatory
counsel.

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Ullman Shapiro will:

   1) represent the Debtor in complying with the requirements of
      the Federal drug Administration, the Federal Trade
      Commission and other federal regulatory agencies;

   2) represent the Debtor in complying with the requirements of
      applicable state statutes and regulations, including
      consulting the Debtor regarding its compliance with federal
      and state regulations in connection with the sale and
      marketing of its products; and

   3) render all other legal services to the Debtor as required in
      the terms of the Retainer Agreement between Ullman Shapiro
      and the Debtor.

Marc Ullman, Esq., a senior partner at Ullman Shapiro, disclosed
that his Firm received a $222,000 retainer.  Mr. Ullman charges
$415 per hour for his services.

Mr. Ullman reported that Ullman Shapiro's professionals bill:

    Professional         Designation              Hourly Rate
    ------------         -----------              -----------
    Steven Shapiro       Partner                     $310
    Marc S. Ullman       Partner                     $310
    Charles H. Knull     Trademark Counsel           $285
    Ira R. Hecht         Business & Tech. Counsel    $325
    Irving L. Wiesen     Counsel                     $325
    Seth A. Flaum        Associate                   $230
    Vanessa Riviere      Associate                   $165

Ullman Shapiro assured the Court that it does not represent any
interest materially adverse to the Debtor pursuant to Section
327(a) of the Bankruptcy Code.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., at
Winthrop Couchot, PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million and
estimated debts of more than $100 million.


WORLDCOM INC: Asks Court to Dismiss Telnet's Amended Claim
----------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to dismiss, with
prejudice, Amended Claim No. 8297 filed by Telnet Communications,
Inc.

As previously reported, in January 2005, Telnet filed a proof of
claim for $16,000,000, purporting to amend Claim No. 8297.
Telnet also filed a Fourth Amended Complaint of the 1998 lawsuit
it filed in the United States District Court for the Southern
District of Texas, asserting a claim for tortuous interference
with prospective business relations.

Timothy W. Walsh, Esq., at DLA Piper Rudnick Gray Cary US LLP, in
New York, contends that Telnet's tortious interference claim is
plainly barred by the "filed rate" doctrine.

Telnet's remaining claim in linked to alleged misrepresentations
by the Debtors concerning the billing and provisioning of
telecommunications services.

However, Telnet does not, and cannot cite any tariff language
including any of those alleged misstatements, Mr. Walsh argues.
Thus, Telnet's interference claim is barred as a matter of law.

Telnet seeks $16,000,000, in consequential damages and lost
profits for business it supposedly lost as a result of the
Debtors' allegedly poor service and misrepresentations.

MCI's FCC Tariff No. 2, under which Telnet purchased service from
the Debtors, precludes that relief, Mr. Walsh asserts.  The
limitation of liability clause in the Debtors' FCC Tariff No. 2 is
enforceable and bars the recovery that Telnet is and was seeking.

Mr. Walsh contends that Telnet has otherwise failed to state a
claim for tortious interference.  Specifically, Mr. Walsh says,
Telnet cannot demonstrate:

   -- malice by the Debtors, in part because Telnet cannot
      demonstrate that it was harmed by an unlawful or
      independently tortious act by the Debtors; and

   -- a reasonable probability that it would have entered any
      contracts without the Debtors' alleged improper
      interference.

Telnet's own allegations demonstrate that any alleged loss of
business was not a result of the Debtors' alleged contact with its
customers, but instead because of software billing problems. Mr.
Walsh avers.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 116; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Judge Gonzalez Expunges 74 ERISA-Related Claims
-------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to expunge
74 claims without prejudice to any of the Claimants' rights under
the ERISA Settlement Agreement dated July 2, 2004.

Judge Arthur Gonzalez grants the Debtors' request.

A list of the 74 ERISA-related Claims is available for free at
http://ResearchArchives.com/t/s?80b

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that in March 2002, several putative class action
lawsuits were filed against WorldCom, certain of its current and
former officers, and other parties, asserting that the defendants
breached their fiduciary duties under the Employee Retirement
Income Security Act of 1974 with respect to the administration of
the 401(k) Plan by misrepresenting WorldCom's financial results
and allowing plan participants to continue to invest in WorldCom
stock as one of their plan options.

The lawsuits were subsequently consolidated into one case in the
United States District Court for the Southern District of New
York.  The District Court appointed Steven Vivien, Gail M.
Grenier and John T. Alexander as Lead Plaintiffs in the
consolidated lawsuit.

The Lead Plaintiffs sought to certify a class of persons who
participated in the 401(k) Plan during the period from
Sept. 14, 1998, through and including July 21, 2002.

The Lead Plaintiffs also filed Claim No. 7811 against WorldCom,
incorporating the allegations made in the ERISA Litigation.

In July 2004, the Lead Plaintiffs, WorldCom and certain of the
Defendants executed a settlement agreement that resolved the
issues in the ERISA Litigation.

Mr. Perez asserts that the 74 Claims have been compromised,
settled and finally resolved pursuant to the terms of the ERISA
Settlement Agreement.

Mr. Perez adds that the ERISA Settlement Agreement provides that
the Lead Plaintiffs, on behalf of themselves and of the
Settlement Class, "absolutely and unconditionally release and
forever discharge the [Settling Defendants . . . ] from Released
Claims that Named Plaintiffs or the Settlement Class directly,
indirectly, derivatively, or in any other capacity ever had now
have or herein may have."

The Released Claims includes any and all claims:

   (a) asserted in the ERISA Litigation or in the Class Proof of
       Claim or that would be barred by res judicata if the
       claims asserted in the ERISA Litigation or Class Proof of
       Claim had been fully litigated;

   (b) asserted in the Chapter 11 cases and arising out of breach
       or alleged breach of any duty to the 401(k) Plan or the
       plan participants under ERISA during the Class Period;

   (c) that involve the Insurance Policies or the obligation of
       the Underwriters under the Insurance Policies; or

   (d) for indemnity or contribution with respect to any claim
       arising relating to the ERISA Settlement Agreement or
       payment of the Class Settlement Amount.

The Claimants of the 74 Claim have received notice of the Bar
Order, and thus, are prohibited from asserting claims arising out
of, or similar to those arising out of, the ERISA Litigation,
including claims for indemnity and contribution arising out of the
ERISA Litigation, Mr. Perez says.

Moreover, the Settlement Fund was distributed to the members of
the Settlement Class in February 2006, and thus, those claims have
been fully satisfied and no amount is due on account of the
74 Claims, Mr. Perez maintains.

Mr. Perez also notes that the Reorganized Debtors have objected to
certain of the Claims for one or both of these reasons:

   (i) The Claims are based on ownership of a Debtor's stock, but
       does not give rise to a "claim" as that term is defined in
       Section 101(5) of the Bankruptcy Code; and

  (ii) The Claims assert damages arising from the purchase or
       sale of equity interests, and those claims are subject to
       mandatory subordination under Section 501(b) of the
       Bankruptcy Code.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 116; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Lifetime Roof Systems, Inc.
   Bankr. D. Kans. Case No. 06-20463
      Chapter 11 Petition filed April 11, 2006
         See http://bankrupt.com/misc/ksb06-20463.pdf

In re Amys, Inc.
   Bankr. D. Ore. Case No. 06-30904
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/orb06-30904.pdf

In Bluffview 02-01, L.P.
   Bankr. E.D. Tex. Case No. 06-20034
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/txeb06-20034.pdf

In re Dream Team Oral Surgery, Inc.
   Bankr. M.D. Tenn. Case No. 06-01719
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/tnmb06-01719.pdf

In re Integrated Fuel Cell Technologies, Inc.
   Bankr. D. Del. Case No. 06-10382
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/deb06-10382.pdf

In re East Valley Youth & Family Support Centers
   Bankr. D. Ariz. Case No. 06-01024
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/azb06-01024.pdf

In re Mack Van and Kim C. Huynh
   Bankr. W.D. La. Case No. 06-50218
      Chapter Petition filed April 12, 2006
         See http://bankrupt.com/misc/lawb06-50218.pdf

In re Marshall's Security Services, Corp.
   Bankr. D. P.R. Case No. 06-01098
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/prb06-01098.pdf

In re R & L Group LLC
   Bankr. E.D. Mich. Case No. 06-44591
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/mieb06-44591.pdf

In re Sanjeev and Rajeev, Inc.
   Bankr. S.D. Ga. Case No. 06-60141
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/gasb06-60141.pdf

In re Terra At Palm Beach Gardens, LLC
   Bankr. S.D. Fla. Case No. 06-11350
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/flsb06-11350.pdf

In re A&M Pizza, L.L.C.
   Bankr. E.D. Va. Case No. 06-70497
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vaeb06-70497.pdf

In re Alan R. and Penelope M. McWain
   Bankr. W.D. Wash. Case No. 06-40752
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/wawb06-40752.pdf

In re Coral Bay Paving, LLC
   Bankr. D. V.I. Case No. 06-30002
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vib06-30002.pdf

In re Coral Bay Concrete, LLC
   Bankr. D. V.I. Case No. 06-30003
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vib06-30003.pdf

In re Dental Arts Laboratory & Supply Co., Inc.
   Bankr. E.D. Ky. Case No. 06-20243
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/kyeb06-20243.pdf

In re Huckleberry I, Ltd
   Bankr. E.D. Mich. Case No. 06-44652
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/mieb06-44652.pdf


In re Jack Bernard Soodhalter
   Bankr. M.D. Tenn. Case No. 06-01784
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/tnmb06-01784.pdf

In re Michael Richard Cook
   Bankr. W.D. Wash. Case No. 06-40749
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/wawb06-40749.pdf

In re QUQ Trust
   Bankr. S.D. Fla. Case No. 06-11366
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/flsb06-11366.pdf

In re Stones River Publishing Co., Inc.
   Bankr. M.D. Tenn. Case No. 06-01783
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/tnmb06-01783.pdf

In re Tropical Home Health Agency, Inc.
   Bankr. S.D. Tex. Case No. 06-10240
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/txsb06-10240.pdf

In re Central Illinois Partners, LLC
   Bankr. C.D. Ill. Case No. 06-70409
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/ilcb06-70409.pdf

In re Crane and Service Hoist, LLC
   Bankr. M.D. Fla. Case No. 06-01656
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/flmb06-01656.pdf

In re LaVita Corporation
   Bankr. D. Mass. Case No. 06-11021
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/mab06-11021.pdf

In re LTC, Inc.
   Bankr. S.D.N.Y. Case No. 06-35324
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/nysb06-35324.pdf

In re Lundallum Inc
   Bankr. D. Minn. Case No. 06-40611
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/mnb06-40611.pdf

In re Michael O. Aufdemberg
   Bankr. C.D. Calif. Case No. 06-10530
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/cacb06-10530.pdf

In re Palou Periodontal, Inc.
   Bankr. E.D. Tex. Case No. 06-40507
      Chapter 11 petition filed April 14, 2006
         See http://bankrupt.com/misc/txeb06-40507.pdf

In re The Plastics Group, Inc.
   Bankr. N.D. Ga. Case No. 06-64242
      Chapter 11 petition filed April 14, 2006
         See http://bankrupt.com/misc/ganb06-64242.pdf

In re Sangmun Kim
   Bankr. C.D. Calif. Case No. 06-10531
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/cacb06-10531.pdf

In re Neely-Price Plumbing, Inc.
   Bankr. N.D. Tex. Case No. 06-31568
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/txnb06-31568.pdf

In re Orange County Customs Inc.
   Bankr. C.D. Calif. Case No. 06-10535
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/cacb06-10535.pdf

In re Michael L. Covillo & Associates, Inc.
   Bankr. D. Colo. Case No. 06-11869
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/cob06-11869.pdf

In re Dahar Realty, Inc.
   Bankr. D. Mass. Case No. 06-40563
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mab06-40563.pdf

In re Dahar Service, Inc.
   Bankr. D. Mass. Case No. 06-40564
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mab06-40564.pdf

In re Ernest William Sangala Yap
   Bankr. E.D. Mich. Case No. 06-44742
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mieb06-44742.pdf

In re Metcom, Inc.
   Bankr. E.D.N.Y. Case No. 06-70816
      Chapter 11 petition filed April 17, 2006
         See http://bankrupt.com/misc/nyeb06-70816.pdf

In re Tobacco Road Associates LP
   Bankr. E.D. Penn. Case No. 06-20470
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/paeb06-20470.pdf

In re Liberty Vending Services, Inc.
   Bankr. S.D. Tex. Case No. 06-31561
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/txsb06-31561.pdf

In re IM Einstein, Inc.
   Bankr. S.D. Tex. Case No. 06-31581
      Chapter 11 Petition filed April 18, 2006
         See http://bankrupt.com/misc/txsb06-31581.pdf

In re New Azusa Ministries, Inc.
   Bankr. W.D. Tenn Case No. 06-22711
      Chapter 11 Petition filed April 18, 2006
         See http://bankrupt.com/misc/tnwb06-22711.pdf

                             *********

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.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
Christian Q. Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara
Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  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 $725 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 ***