TCR_Public/060428.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 28, 2006, Vol. 10, No. 100

                             Headlines

400 WEST: Voluntary Chapter 11 Case Summary
ACE SECURITIES: S&P Downgrades Class M-4 Loan Rating to B from BB+
ADELPHIA COMMS: Asks Court to Okay Disclosure Statement Supplement
ADELPHIA COMMS: Asks Court to Approve Plan Support Agreement
ADELPHIA: Ct. Sets May 1 as Claims Bar Date for New Debtor-Units

ALEXANDRA KRUMSZYN: Case Summary & 9 Largest Unsecured Creditors
AMAZON.COM: Earns $51 Million in First Quarter
AMERADA HESS: Moody's Holds Ba1 Rating on Senior Unsecured Debt
ANTHRACITE CRE: S&P Assigns BB Rating to $47 Million Class G Debt
AOL LATIN: Court Approves Plan of Reorganization and Liquidation

APRIA HEALTHCARE: Earns $16.1 Million in First Quarter of 2006
ASARCO LLC: Court Approves Chase Bank Credit Card Agreement
ASARCO LLC: Ct. OKs Claro Group as Claims Data Management Advisor
ASARCO LLC: Asbestos Panel Wants More Limits on Hedging Plan
AVAYA INC: Earns $38 Million in Second Fiscal Quarter of 2006

BEAR STEARNS: Low Debt Enhancement Levels Cue Moody's Low Ratings
BOYD GAMING: Earns $63.2 Million in First Quarter of 2006
BOYDS COLLECTION: Maryland Court Approves Disclosure Statement
BRAND SERVICES: Insiders Say JPMorgan Open to $1 Billion Sale
COMBUSTION ENG'G: Professionals Have Until June 4 to File Claims

CONGOLEUM: Court Adjourns Disclosure Hearing on 3 Competing Plans
CONGOLEUM CORP: Continuing Losses Prompt Amex Delisting Notice
CORNING INC: Earns $257 Million in First Quarter of 2006
DANA CORP: Subsidiary Inks Forbearance Pact With Noteholders
DANA CORP: Brings In Signature Associates as Real Estate Advisor

DANA CORP: Gets Final Court Okay to Pay 215 Utility Companies
DAVOLI HOTEL: Case Summary & 6 Largest Unsecured Creditors
DELPHI CORP: Pays $59 Million to Employee Pension Plans
DELPHI CORP: Amends Terms of $2 Billion JPMorgan DIP Facility
DELPHI CORP: Equity Committee Wants General Motors Documents

DOANE PET: Mars Merger Deal Prompts S&P's Positive Watch
ENRIQUE ROBLES: Voluntary Chapter 11 Case Summary
EQUUS CAPITAL: Moody's Lifts Ba1 Rating on $88.5 Notes to Baa1
FREEPORT-MCMORAN: DBRS Confirms BB (Low) Rating on Senior Notes
GLOBAL EXPLORATION: Case Summary & 3 Largest Unsecured Creditors

GRAND WIRELESS: Case Summary & 20 Largest Unsecured Creditors
GTSI CORP: Ernst & Young Raises Going Concern Doubt
GUNDLE/SLT ENVIRONMENTAL: Moody's Ups Rating of $150MM Notes to B3
HARRIS CORP: Moody's Withdraws (P)Ba1 Preferred Shelf Rating
HAWAIIAN HOLDINGS: Completes Redemption of $52.3 Mil. Sub. Notes

INTEGRATED ALARM: S&P Puts Low-B Ratings on Negative CreditWatch
IRIDIUM OPERATING: Has Until July 4 to File Chapter 11 Plan
JOHN HENRY: S&P Junks Rating on $22 Million Sr. Secured Facilities
KANSAS CITY SOUTHERN: S&P Rates $371 Million Financing at BB-
LEAR CORP: Earns $17.9 million in Quarter Ended April 1, 2006

LG.PHILIPS DISPLAYS: Committee Taps Otterbourg as Lead Counsel
LG.PHILIPS DISPLAYS: Committee Wants Blank Rome as Co-Counsel
MARY EWING: Case Summary & 10 Largest Unsecured Creditors
ML CLO: Moody's May Downgrade Rating on $10 Million Class C Notes
MMI PRODUCTS: Agrees to Sell Interests to Oldcastle Building

MMI PRODUCTS: CRH Merger Prompts S&P to Place B- Rating on Watch
NORTHWESTERN CORP: Babcock Merger Cues S&P's Negative Watch
NRG VICTORY: Scheme Creditors' Meeting Set for May 23
NUVOX INC: High Leverage Cues S&P to Assign B- Corp. Credit Rating
PATH 1: Secures $1 Million Debt Financing from Laurus Master

PEP BOYS: Pirate Capital Pushes for Sale and Board Changes
PIONEER NATURAL: Moody's Rates Pending $450 Million Notes at Ba1
PQ REALTY: Case Summary & 4 Largest Unsecured Creditors
PRIME MORTGAGE: S&P Affirms Class B-5 Certificates' CCC Rating
RAYMOURS FURNITURE: S&P Removes BB- Rating On Company's Request

REFCO INC: BAWAG CEO Says Creditors' Suit Not Legitimate
ROGERS COMMS: Earns $14.8 million in Quarter Ended March 31
ROTECH HEALTHCARE: Revenue Reduction Cues Moody's Negative Outlook
RURAL CELLULAR: Fitch Rates $160 Million Sr. Secured Notes at B-
RURAL CELLULAR: Moody's Rates $160 Million New Senior Notes at B2

RURAL CELLULAR: S&P Rates Proposed $160 Million Add-On Notes at B
SAV-ON LTD: Will Auction Substantially All Assets on May 9
SCOTT SEARS: Case Summary & 14 Largest Unsecured Creditors
SERACARE LIFE: Consolidates Facilities & Streamlines Operations
SOUNDVIEW HOME: Moody's Rates Cert. Classes M-10 & B-1 at Low-B

SOUTHEASTERN MOBILE: Voluntary Chapter 11 Case Summary
SOUTHERN FAMILY: Fitch Downgrades Financial Strength Rating to CC
STRUCTURED ASSET: Moody's Rates Cert. Classes B4 and B5 at Low-B
TEDDY MEBANE: Voluntary Chapter 11 Case Summary
TERAFORCE TECH: Court Confirms Fourth Amended Chapter 11 Plan

TRC HOLDINGS: Wants Whyte Hirschboeck as Bankruptcy Counsel
TRC HOLDINGS: Has Access to Cash Collateral & $850,000 DIP Loan
UBR PROPERTIES: Voluntary Chapter 11 Case Summary
USG CORP: Wants to Reimburse Asbestos PI Trustees & Advisory Panel
USG CORP: Central Wesleyan Wants Asbestos Suit Back in Tort System

VENTAS INC: Closes New $500 Million Unsecured Credit Facility
VERITEC INC: Receives Court Approval to Emerge from Bankruptcy
W&T OFFSHORE: Moody's Places Debt & Corp. Family Ratings at B2
WHIRLPOOL CORP: Net Earnings Rise 37% in First Quarter of 2006
XYBERNAUT CORP: Court Approves Waypoint Patent Group Auction

YELLOWSTONE HOTEL: Voluntary Chapter 11 Case Summary
YOUNG BROADCASTING: S&P Rates Proposed $50 Million Sec. Loan at B-

* David Softness Joins Buchanan Ingersoll's Miami Office

* BOOK REVIEW: Insull: The Rise and Fall of a Billionaire Utility
                       Tycoon

                             *********

400 WEST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 400 West Broadway LLC
        408 West Broadway
        Boston, Massachusetts 02127

Bankruptcy Case No.: 06-11167

Chapter 11 Petition Date: April 26, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Carolyn A. Bankowski, Esq.
                  Deutsch Williams Brooks DeRensis & Holland, P.C.
                  99 Summer Street
                  Boston, Massachusetts 02110-1235
                  Tel: (617) 951-2300
                  Fax: (617) 951-2323

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.


ACE SECURITIES: S&P Downgrades Class M-4 Loan Rating to B from BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-4
from Ace Securities Corp.  Home Equity Loan Trust Series 2002-HE1
to 'B' from 'BB+'.  At the same time, the remaining publicly rated
classes from this transaction are affirmed.

The downgrade reflects weak actual and projected credit support
percentages that are lower than the levels necessary to maintain
the prior rating.  For the past year excess interest has been
insufficient to cover realized losses.  Average monthly losses for
the past 12 months were $330,639, 14.66% more than the average
monthly excess interest of $288,365 generated during the period.
The transaction is below its overcollateralization target,
and the current overcollateralization deficiency is $1,051,503.

The rating affirmations reflect loss coverage percentages that
meet or exceed the levels necessary to maintain the current
ratings.  This transaction benefits from credit enhancement
provided by subordination, overcollateralization, and excess
spread.

As of the March 2006 remittance date, total delinquencies were
40.02%, and cumulative losses, as a percentage of the original
trust balance, were 2.43%.  The outstanding pool balance of this
transaction is 11.66% of its original size.

The collateral for this transaction consists of loans secured by
first liens on one- to four-family residential properties.

Rating lowered:

Ace Securities Corp. Home Equity Loan Trust Series 2002-HE1

                             Rating

                     Class     To      From
                     -----     --      ----
                     M-4       B       BB+

Ratings affirmed:

Ace Securities Corp. Home Equity Loan Trust Series 2002-HE1

                        Class     Rating
                        -----     ------
                         M-1       AA+
                         M-2       A+
                         M-3       BBB


ADELPHIA COMMS: Asks Court to Okay Disclosure Statement Supplement
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York
to:

    (a) approve the form and content of their Supplement to the
        Fourth Amended Disclosure Statement, describing the Fourth
        Amended Plan of Reorganization; and

    (b) find that the Supplement contains adequate information
        within the meaning of Section 1125 of the Bankruptcy Code.

A full-text copy of the Supplement to Fourth Amended Disclosure
Statement is available for free at:

               http://ResearchArchives.com/t/s?7d9

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that the Supplement contains "adequate
information" about the Modifications and the Debtors subset that
were previously owned by members of the Rigas family or hold
interests in entities that were previously owned by the Rigas
family -- the RME Debtors.

Mr. Shalhoub notes that these Modifications are addressed in the
Supplement:

    * Deemed Value of TWC Class A Common Stock:  The Plan now
      provides that the Bankruptcy Court will determine the value
      of the TWC Class A Common Stock for purposes of the Plan in
      connection with the Confirmation Hearing.

    * New Debtor Groups: The Plan now provides for the separate
      substantive consolidation of the Debtors into 20 Debtor
      Groups, reflecting an additional two new Debtor Groups:

         (i) the Adelphia GP Holdings Debtor Group; and

        (ii) the Ft. Myers Subsidiary Debtor Group.

    * New Classes: The Plan now includes 17 new Classes.

    * New Classes of Bank Claims: New Classes of Bank Claims were
      created at each of the Co-Borrowing Debtor Groups.
      Similarly, Bank Nonrecourse Lien Claims were created at
      Debtor Groups that had executed nonrecourse equity pledges
      of equity in Debtor Groups that were primarily liable under
      the applicable Prepetition Credit Agreement.  Each of these
      new Classes of Claims is deemed to be satisfied in full by
      the treatment of the principal Class of Bank Claims to which
      they relate.

    * New Olympus Parent Classes:  A new Class was created at the
      Olympus Parent Debtor Group reflecting the interests of the
      holders of the FPL Note with respect to the one-third equity
      interest in the Olympus Parent Debtor Group pledged to
      secure the FPL Note.  A Class of Convenience Claims was also
      added to the Olympus Parent Debtor Group.

    * New Class of Contribution/Subrogation Claims:  A new Class
      of Claims was created at the Ft. Myers Subsidiary Debtor
      Group in respect of Claims by a Century Debtor against a Ft.
      Myers Subsidiary Debtor, which arise as a result of the
      discharge by that Century Debtor of any claim that arose as
      a result of any funds borrowed by that Ft. Myers Subsidiary
      Debtor directly from the lenders under the Century Credit
      Agreement.

    * Trade Claims and General Unsecured Claims:  The Plan has
      been modified to reflect the Debtors' agreement with the Ad
      Hoc Committee of Operating Company Trade Claims.

    * Bank Claims:  The Plan has been modified to provide for two
      alternative treatments for the Classes of Bank Claims, with
      the treatment dependant on acceptance or rejection of the
      Plan by the subject Classes.

    * Olympus Parent Debtor Group:  The Plan now provides that the
      distributions to holders of Claims against the Olympus
      Parent Debtor Group will be placed in the Olympus Parent
      Dispute Holdback pending an Inter-Creditor Dispute
      Resolution, unless the creditors of the Olympus Parent
      Debtor Group vote to accept their proposed treatment under
      the Plan.

    * Continent Value Vehicle:  Certain Modifications were made to
      the provisions relating to the Contingent Value Vehicle, as
      reflected in Article VII of the Plan.

    * Potential Inter-Creditor Dispute Resolution:  Consistent
      with the authority granted to the Debtors pursuant to the
      order dated April 6, 2006, the Plan now includes provisions
      that allow holders of Allowed Claims in Classes ARA-Notes,
      ACC-SnrNotes, ACCTrade, ACC-Uns, FVHC-Notes, and OLYParent-
      Notes to vote on potential settlements embodied in the Plan
      with respect to proposed resolutions of the Inter-Creditor
      Dispute as it relates to the applicable Debtor Groups.

Mr. Shalhoub asserts that the Supplement provides parties-in-
interest with sufficient information regarding the Modifications
and the RME Debtors so that a hypothetical reasonable investor
could cast an intelligent vote on the Plan.

                             Record Date

Pursuant to the Disclosure Statement Order, a record date of
November 25, 2005, was established for holders of Claims against
and Equity Interests in the Initial Debtors.  The ACOM Debtors
propose that the Initial Record Date should remain valid and in
effect with respect to those creditors and interest holders.

However, because the Initial Record Date does not apply to the
RME Stakeholders, the ACOM Debtors ask the Court to establish
May 1, 2006, as the record date for purposes of determining which
RME Stakeholders are entitled to vote on the Plan.

The ACOM Debtors assert that the Initial Record Date should be
made applicable to all holders of Bank Claims against any of the
Debtors, including the RME Debtors.

                  Confirmation Objection Deadlines

As all creditors of an Initial Debtor who could be affected by
the determinations made in connection with Hearing I have been
afforded ample notice and an opportunity to object to the Plan,
those parties should be bound by the Initial Objection Deadline
with respect to Hearing I Issues.

The ACOM Debtors propose that objections by (i) a RME
Stakeholder, if any, to the Plan and Hearing I Issues; and (ii)
any party-in-interest to the Hearing II issues must be filed not
later than 4:00 p.m., on June 1, 2006.

The ACOM Debtors propose to provide to all creditors and equity
security holders a copy of the a Confirmation Hearing Notice
setting forth the:

    (a) date of approval of the Supplement;

    (b) Record Dates;

    (c) Voting Deadline;

    (d) time fixed for filing objections to confirmation of the
        Plan; and

    (e) time, date, and place for the Confirmation Hearing.

The ACOM Debtors also propose to publish the Confirmation Hearing
Notice, not less than 20 days before the RME/Hearing II Objection
Deadline in:

   (a) The New York Times (National Edition), The Wall Street
       Journal (National Edition), and USA Today (National
       Edition); and

   (b) in a major regional newspaper in each of the cities of
       Boston, Buffalo, West Palm Beach, Cleveland, Denver and Los
       Angeles.

The ACOM Debtors will also publish the Confirmation Hearing
Notice electronically on their Web site at
http://www.adelphia.com/

                          Voting Deadline

The ACOM Debtors propose that each ballot from a holder of a
Claim or Equity Interest in a Class entitled to vote must be
properly executed, completed, and delivered so as to be received
by the Debtors' solicitation and tabulation agent no later than
4:00 p.m., prevailing New York Time, on June 5, 2006.

In the case of securities held through an intermediary, creditors
must submit ballots to the intermediary by May 31, 2006.

                       Solicitation Materials

The ACOM Debtors propose to distribute to all members of the
Voting and ReVoting Classes:

    (a) the Supplement, including the Plan;
    (b) the order approving the Supplement;
    (c) the Disclosure Statement;
    (d) a ballot or a master ballot, as applicable; and
    (e) a Confirmation Hearing Notice.

The ACOM Debtors propose to distribute or cause to be distributed
copies of the Solicitation Package as soon as practicable.  The
ACOM Debtors believe that distribution of the Supplement by on or
about May 12, 2006, will provide stakeholders with sufficient
time to vote to accept or reject the Plan prior to the Voting
Deadline.

                 Procedures for Ballot Tabulation

Ballots and master ballots will be tabulated in conformity with
the procedures approved in the Disclosure Statement Order.  The
Disclosure Statement Order provides that any ballot that contains
no vote, or contains multiple, conflicting votes, will not be
counted as a vote to accept or reject the Plan.

Similarly, the ACOM Debtors ask the Court to rule that any
Settlement Ballot, which contains no vote, or contains multiple,
conflicting votes, with respect to one option in that ballot not
be counted with respect to that option.  To the extent that
ballot contains a properly cast vote to accept or reject a
different option in that ballot, however, the ballot should be
counted with respect to that option on which a vote was properly
cast.

       Objection Procedures for Claims Against RME Debtors

The last day for creditors to file proofs of claim against any
RME Debtor is May 1, 2006.

The ACOM Debtors seek the Court's permission to object to any RME
Claim, for voting purposes only, through and including the date
the Bankruptcy Court establishes as the Voting Deadline.

If an RME Claim Objection is pending as of the Voting Deadline,
any votes submitted on account of the RME Claim that is the
subject of that RME Claim Objection will be disallowed for voting
purposes unless the holder of the RME Claim makes a motion under
Rule 3018 of the Federal Rules of Bankruptcy Procedure at least
three business days prior to the commencement of Hearing II.

The ACOM Debtors also ask the Court to determine that they are
not required to distribute copies of the Plan, Disclosure
Statement and Supplement to any holder of any Claim or Equity
Interest in the Non-Voting and Resolicitation Classes unless
specifically requested in writing.

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors. (Adelphia Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Asks Court to Approve Plan Support Agreement
------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve the new recommendation letter of the Ad Hoc Adelphia
Operating Company Trade Claims Committee in support of the ACOM
Debtors' Modified 4th Amended Plan of Reorganization.

The Trade Committee was formed to represent certain institutions
with respect to trade claims held against the Operating Company
Debtor Groups.  The Trade Committee asserts that its members hold
approximately $368,000,000 in claims against the Operating
Company Debtor Groups.  The ACOM Debtors estimate that
outstanding claims against the Operating Company Debtor Groups
total $490,000,000.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that for the past several months, the ACOM Debtors
have engaged in extensive negotiations with the Trade Committee
in an attempt to resolve the parties' dispute regarding the rate
of postpetition interest to be paid to the holders of Allowed
Trade Claims against the Operating Company Debtor Groups.

On April 10, 2006, the ACOM Debtors and the Trade Committee
reached a Plan Support Agreement.  The terms and conditions of
that agreement are among the modifications reflected in ACOM's
Modified Plan filed on April 12, 2006.

The principal provisions of the Plan Support Agreement include:

    (1) Holders of the Allowed Operating Company Trade Claims will
        receive payment of simple interest at 8% during the
        postpetition period provided that:

        * the postpetition interest payable to holders of Arahova,
          FrontierVision Holdco and Olympus Parent Trade Claims
          will remain subject to the resolution of the
          Intercreditor Dispute; and

        * postpetition interest payable to the Operating Company
          Trade Claims Holders in the AGPH, Arahova,
          FrontierVision Holdco and Olympus Parent Debtor Groups
          remain subject to the ACOM Debtors' November 2005 Plan;

    (2) Holders of Allowed Operating Company Trade Claims will
        generally be in cash, with some exceptions;

    (3) The Parties will make good faith efforts to obtain the
        Official Committee of Unsecured Creditors' support for the
        Plan Support Agreement;

    (4) The Trade Committee will:

        * stay the prosecution of its appeal of the Government
          Settlement and to withdraw with prejudice as soon as
          practicable after the Effective Date of the Plan; and

        * withdraw, without prejudice, its pending discovery
          requests against the ACOM Debtors;

    (5) The ACOM Debtors will support the payment of the
        reasonable fees and expenses of the Trade Committee's
        professionals based on the professional's hourly billings
        subject to the fee application process set in the Plan;
        and

    (6) The ACOM Debtors will not oppose any contingent fee claim
        below $5,000,000 filed by the Trade Committee.

A full-text copy of the Plan Support Agreement is available for
free at http://ResearchArchives.com/t/s?84f

The Trade Committee asserts that:

    1. holders of the Operating Company Trade Claims are entitled
       to postpetition interest at the rate agreed upon by the
       ACOM Debtors and the Trade Committee because:

       -- the Trade Committee Settlement more than satisfies the
          standards of Rule 9019 of the Federal Rules of
          Bankruptcy Procedure;

       -- as a general matter, the state judgment rate is the
          appropriate rate of interest for payment of postpetition
          interest to unsecured creditors by a solvent estate
          under Sections 1129(a)(7) and 725(a)(5) of the
          Bankruptcy Code;

       -- absent the Trade Committee Settlement, the rate of
          interest to be paid to the creditors of solvent estates
          must be determined on a case-by-case and
          creditor-group-by-creditor-group basis;

       -- the 8% interest rate provided in the Trade Committee
          Settlement is fair, reasonable and appropriate; and

       -- the federal judgment rate has no bearing on the
          appropriate rate of interest in the cases in light of
          the principles of Section 1129(b); and

    2. the right to postpetition interest on unsecured claims must
       be determined on an individual debtor group basis.

                        W.R. Huff Objects

W.R. Huff Management Co., L.L.C., asks the Court to deny the ACOM
Debtors' request because:

    a. it attempts to circumvent the confirmation process through
       the use of Rule 9019 of the Federal Rules of Bankruptcy
       Procedure in violation of the Bankruptcy Code; and

    b. the "settlement" embodied in the Plan Support Agreement is
       not reasonable, equitable or in the best interests of the
       Debtors' estates because it would render unconfirmable any
       plan that the ACOM Debtors put forward by:

       -- granting the Trade Creditors more than 100% of their
          Trade Claims;

       -- improperly and artificially impairing the Trade
          Creditors' Claims for the sole purpose of manufacturing
          one impaired class to accept the Plan; and

       -- causing the Debtors to propose a plan in bad faith in
          violation of Section 1129(a)(3) of the Bankruptcy Code.

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors. (Adelphia Bankruptcy News, Issue No. 129;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA: Ct. Sets May 1 as Claims Bar Date for New Debtor-Units
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set 5:00 p.m., on May 1, 2006, as the deadline for all creditors
owed money by Adelphia Communications Corporation's subsidiaries
whose chapter 11 cases commenced on June 25, 2002 and March 31,
2006.

Creditors must file written proofs of claim on or before the May 1
deadline and these forms must be delivered:

     by mail to:

            Adelphia Communications Corp.
            Claims Processing Center
            P.O. Box 5059
            Bowling Green Station
            New York, NY 10274-5059

     by hand or overnight carrier to:

            Adelphia Communications Corp.
            Claims Processing Center
            c/o U.S. Bankruptcy Court
            Southern District of New York
            P.O. Box 5059
            Bowling Green Station
            New York, NY 10274-5059

                  About Adelphia Communications

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


ALEXANDRA KRUMSZYN: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexandra Krumszyn
        125 The Crossway
        Yonkers, New York 10701

Bankruptcy Case No.: 06-10881

Type of Business: The Debtor previously filed for chapter 11
                  protection on January 11, 2006 (Bankr. S.D.
                  N.Y., Case No. 06-22004).  That case was
                  dismissed on April 25, 2006.

Chapter 11 Petition Date: April 26, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Robert S. Lewis, Esq.
                  Law Offices of Robert S. Lewis, P.C.
                  53 Burd Street
                  Nyack, New York 10960
                  Tel: (845) 358-7100
                  Fax: (845) 353-6943

Total Assets: $2,000,800

Total Debts:  $1,036,527

Debtor's 9 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   William Qiunn                        $350,000

   Internal Revenue Service             $309,157
   290 Broadway 5th Floor
   New York, NY 10007

   City of New York                     $250,000
   66 John Street, 12th Floor
   New York, NY 10007

   Nazario Reyes                        $121,030

   Genesis Financial Solutions            $1,834

   Capital 1 Bk                           $1,522

   Macys                                  $1,118

   Lvnv Funding                             $918

   Sherman Acquisitions                     $918


AMAZON.COM: Earns $51 Million in First Quarter
----------------------------------------------
Amazon.com, Inc.'s (NASDAQ: AMZN) operating cash flow grew 38%
to $724 million for the trailing twelve months, compared with
$523 million for the trailing twelve months ended March 31, 2005.
Free cash flow grew 20% to $501 million for the trailing twelve
months, compared with $417 million for the trailing twelve months
ended March 31, 2005.  Operating cash flow and free cash flow
include a one-time payment of $40 million in connection with a
patent lawsuit settlement in third quarter 2005.

Common shares outstanding plus shares underlying stock-based
awards outstanding totaled 438 million at March 31, 2006, compared
with 434 million a year ago.

Net sales increased 20% to $2.28 billion in the first quarter,
compared with $1.90 billion in first quarter 2005.  Excluding the
$94 million unfavorable impact from year-over-year changes in
foreign exchange rates throughout the quarter, net sales grew 25%
compared with first quarter 2005.

Operating income decreased 2% to $106 million in the first
quarter, compared with $108 million in first quarter 2005.
Excluding the $8 million unfavorable impact from year-over-year
changes in foreign exchange rates throughout the quarter,
operating income grew 6% compared with first quarter 2005.

Net income was $51 million in the first quarter compared with net
income of $78 million in first quarter 2005.  First quarter 2005
includes a $26 million gain for the cumulative effect of a change
in accounting principle related to the Company's early adoption of
SFAS 123(R).

"We're pleased to see strong quarter-to-quarter sequential growth
for new Amazon Prime subscriptions," said Jeff Bezos, founder and
CEO of Amazon.com.  "This sequential growth comes off our biggest
holiday season ever, and one where new subscriptions to Amazon
Prime more than doubled from November to December."

Amazon Prime, Amazon.com's first-ever membership program, was
introduced in February 2005.  For a flat membership fee of $79 per
year, Amazon Prime members get unlimited, express two-day shipping
for free, with no minimum purchase requirement on over a million
eligible items sold by Amazon.com.  Members can order as late as
6:30 p.m. ET and still get their order the next day for only $3.99
per item, and they can share the benefits of Amazon Prime with up
to four family members living in their household.

Highlights

   -- North America segment sales, representing the Company's U.S.
      and Canadian sites, were $1.25 billion, up 21% from first
      quarter 2005;

   -- International segment sales, representing the Company's
      U.K., German, Japanese, French and Chinese sites, were
      $1.03 billion, up 18% from first quarter 2005.  Excluding
      the unfavorable impact from year-over-year changes in
      foreign exchange rates throughout the quarter, International
      net sales growth was 29%;

   -- Worldwide Electronics & Other General Merchandise
      represented 28% of worldwide net sales, compared with 25% in
      first quarter 2005;

   -- Worldwide Other revenue, which includes Amazon Enterprise
      Solutions, increased 31% to $62 million in first quarter
      2006.  Additionally, the Company announced new enterprise
      solutions agreements with Timex and Benefit Cosmetics, a
      subsidiary of luxury group LVMH Moet Hennessy Louis Vuitton,
      to provide customized solutions for timex.com,
      benefitcosmetics.com and benefitcosmetics.co.uk;

   -- Amazon Web Services launched Amazon S3, a simple storage
      service for software developers.  S3 provides an Application
      Programming Interface for highly scalable, reliable, low-
      latency data storage at very low costs.  Developers continue
      to adopt Amazon's web services.  Over 160,000 developers
      have registered to date, up more than 60% year over year;

   -- The Company introduced "click to call," a new feature for
      our U.S., U.K., German and French websites that allows
      customers to be connected quickly with a customer service
      representative who often already has the customer's account
      information in front of them, saving the customer time and
      increasing satisfaction; and

   -- The Company acquired Shopbop.com, a retailer of fashion-
      forward apparel, shoes and accessories for women, featuring
      products from more than 75 leading designers including Marc
      Jacobs, Juicy Couture and True Religion.

                       Financial Guidance

Second Quarter 2006 Guidance

   -- Net sales are expected to be between $2.03 billion and
      $2.18 billion, or to grow between 16% and 24% compared with
      second quarter 2005; and

   -- Operating income is expected to be between $32 million and
      $67 million, or between (69%) decline and (36%) decline,
      compared with second quarter 2005.  This guidance includes
      $38 million for stock-based compensation and amortization of
      intangible assets, and it assumes, among other things, that
      no additional intangible assets are recorded and that there
      are no further revisions to stock-based compensation
      estimates.

Full Year 2006 Expectations

   -- Net sales are expected to be between $9.95 billion and
      $10.50 billion, or to grow between 17% and 24% compared with
      2005; and

   -- Operating income is expected to be between $390 million and
      $520 million, or between (10%) decline and 20% growth,
      compared with 2005.  This guidance includes $125 million for
      stock-based compensation and amortization of intangible
      assets, and it assumes, among other things, that no
      additional intangible assets are recorded and that there are
      no further revisions to stock-based compensation estimates.

The Company is appealing a recent court decision that terminates
our Toysrus.com contract and is seeking a stay of the termination
pending a decision on our appeal.  While the Company believes it
will prevail and that Toysrus.com's claims lack merit, the timing
and possible outcomes of this litigation are uncertain and
possible effects of termination are not reflected in the guidance
above.  If the Company does not prevail, operating profit could be
negatively impacted by as much as $50 million for the year,
including by as much as $25 million for the second quarter.

                      About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened its
virtual doors on the World Wide Web in July 1995 and today offers
Earth's Biggest Selection.  Amazon.com seeks to be Earth's most
customer-centric company, where customers can find and discover
anything they might want to buy online, and endeavors to offer
customers the lowest possible prices.  Amazon.com and third-party
sellers offer millions of unique new, refurbished, and used items
in categories such as health and personal care, jewelry and
watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites:

http://www.amazon.com/http://www.amazon.co.uk/
http://www.amazon.de/http://www.amazon.co.jp/
http://www.amazon.fr/http://www.amazon.ca/and
http://www.joyo.com/

                         *     *     *

Standard & Poor's Ratings Services raised its ratings on
Amazon.com, including raising its corporate credit rating to 'BB-'
from 'B+' in September 2005.  At the same time, Standard & Poor's
affirmed its 'B-1' short-term rating on the company.  The outlook
is stable, S&P said.

In December 2004, Moody's upgraded Amazon's senior implied rating
to B1, its issuer rating to B2, the rating on Amazon's various
convertible subordinated notes issues maturing 2009 thru 2010 to
B3, and multiple shelf ratings to (P) B2, (P) B3, and (P) Caa1.
At the same time, Moody's affirmed Amazon's SGL-2 speculative
grade liquidity rating.


AMERADA HESS: Moody's Holds Ba1 Rating on Senior Unsecured Debt
---------------------------------------------------------------
Moody's Investors Service affirmed Amerada Hess Corporation's Ba1
rated senior unsecured debt rating and changed the rating outlook
to positive from stable.  The change in outlook reflects the
company's headway in addressing the reserve transition challenges
and financial leverage and cost structure issues it faces in
growing and re-focusing its upstream reserves and production.

Moody's notes Amerada Hess expects to increase production in 2006
to the range of 360 - 380,000 bpd, helped in part by production
from the Malaysia Thai JDA, reserves added in the Samara Nafta
acquisition, and the re-start of its oil concession in Libya.
Equally important, development is progressing favorably on key
growth projects, including the Okume Complex in Equatorial Guinea,
which is expected to begin production early in 2007.

Amerada Hess is showing progress in bringing its cost structure in
line with those of its higher rated industry peers.  Its finding
and development costs in the area of $10.44 per BOE and full cycle
costs of $22.43 per BOE have declined, and its leveraged full-
cycle ratio more than doubled to 2.15X over 2004, benefiting from
the reduced costs and higher commodity prices, albeit with
realizations reduced by the company's conservative hedging
strategy on its crude production.

In addition, stronger unit economics and cash margins can be
expected in 2006, both as a result of increased production and a
much-reduced portion of hedged oil production at about 8% of
volumes as compared to 60% in 2005.  Based on the likelihood of
continued strong crude oil and natural gas prices, Moody's
believes the company should be able to fund capital spending at a
higher level of $4 billion in 2006 and to build cash, which was at
$315 million at year end 2005.

While the company did not significantly reduce debt in 2005, its
financial leverage is also gradually declining, as measured by
total adjusted debt per proved developed BOE at approximately
$6.30 per BOE, which also reflects debt adjusted for allocation to
the refining and marketing operations.

Despite these improved metrics, Amerada Hess's drillbit reserve
replacement continues to lag, at 69% in 2005.  With a short PD
reserve life of 5.2 years and a high level of undeveloped
reserves, at about 42% of total proved reserves, the company will
have to continue to invest heavily in major development projects
to convert PUDs into PD reserves, to diversify and support future
production growth, and to lengthen its reserve life.  Its unit
costs will also remain under pressure both due to external cost
trends affecting the entire industry and the higher unit
production costs associated with its mature reserves in the U.S.
and North Sea, among other places.

Moody's expects to continue to observe Amerada Hess's progress in
growing its reserves and production at competitive costs over the
next year.  In order to upgrade the company's debt ratings,
Moody's would expect to see timely completion and progress on
major developments and achievement of stated production growth
targets.  The company will also need to demonstrate further
sustainable improvements in its unit cost structure and in key
reinvestment and leverage metrics such as the leveraged full-cycle
ratio and debt per PD BOE, all of which need to become more
competitive with its higher-rated exploration and production peer
group to support a ratings upgrade.

Amerada Hess Corporation is headquartered in New York, New York.


ANTHRACITE CRE: S&P Assigns BB Rating to $47 Million Class G Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Anthracite CRE CDO 2006-HY3 Ltd.'s $645.4 million CDO
series 2006-HY3.

The preliminary ratings are based on information as of April 26,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the properties securing the underlying CMBS and
loan collateral.  The collateral pool consists of:

   * 53 classes of pass-through certificates from 13 CMBS
     transactions,

   * four B notes, and

   * six mezzanine loans.


Preliminary ratings assigned:

Anthracite CRE CDO 2006-HY3 Ltd.

                              Preliminary    Recommended credit
    Class          Rating       amount            support
    -----          ------     -----------    ------------------
    A              AAA       $195,000,000          69.8%
    B              AA         $67,000,000          59.4%
    C              A          $55,000,000          50.9%
    D              A-         $14,000,000          48.7%
    E              BBB        $60,000,000          39.4%
    F              BBB-       $26,000,000          35.4%
    G              BB         $47,000,000          28.1%
    Preferred
    shares         NR        $181,426,346           0.0%

                            NR -- Not rated


AOL LATIN: Court Approves Plan of Reorganization and Liquidation
----------------------------------------------------------------
On April 25, 2006, the U.S. Bankruptcy Court for the District of
Delaware confirmed the Joint Plan of Reorganization and
Liquidation filed by America Online Latin America, Inc., and its
subsidiaries -- AOL Puerto Rico Management Services, Inc., America
Online Caribbean Basin, Inc. and AOL Latin America Management LLC.

The Court found that the Plan satisfies all the requirements
listed under section 1129 of the Bankruptcy Code.  The debtors
expect that the effective date of the Plan will occur on or about
June 30, 2006.

                   Overview of the Plan

The proposed Plan pays in full all unaffiliated general unsecured
creditors who vote to accept the Plan and do not opt out of a
general release.  The Plan provides no distribution for equity
interests.

Other salient terms of the Plan include:

    (i) America Online Latin will be converted to a limited
        liability company and continue to exist as America
        Online Latin America, Inc., LLC,

   (ii) AOL Latin America Management LLC, AOL Puerto Rico
        Management Services, Inc., and America Online Caribbean
        Basin, Inc. will be dissolved on the Effective Date, and

  (iii) a Liquidating LLC will be established and will hold
        Reorganized America Online Latin America, Inc., LLC and
        certain of the Debtors' remaining assets.

                    Treatment of Claims

Under the Plan, Priority Claims will be paid in full and in cash,
equal to the amount of the allowed claims.

Holders of Secured Claims will receive either:

    (1) the return of assets on which the holder of a claim has
        a senior perfected and indefeasible lien or security
        interest, or

    (2) proceeds from the sale of the assets on which the holder
        of a claim has a senior perfected and indefeasible lien
        or security interest.

Holders of TW Party Claims will receive:

    (a) certain assets related to AOL Puerto Rico valued at $15
        million, and

    (b) either of these two treatments at the election of the
        Debtors:

         * LLC Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC other
           than the interests that will go to general unsecured
           creditors, or

         * Cash Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC. Cash
           will be set aside in a separate fund for general
           unsecured creditors.

Time Warner will turn over to the Cisneros Group Parties 40% of
their membership interest in the Liquidating LLC, subject to an
adjustment based on:

    (a) the value of AOL Puerto Rice assets transferred to the
        TW parties,

    (b) the value of certain general unsecured claims of AOL,
        and

    (c) payment of all general unsecured creditors.

General Unsecured Creditors will receive one of the two treatments
at the election of the Debtors:

    (1) LLC Option: General Unsecured Creditors will receive
        interest in the Liquidating LLC on the effective date
        entitling them to receive their ratable share of
        available cash in future distributions, or

    (2) Cash Option: Cash will be set aside in a separate fund
        on the effective date and general unsecured creditors
        will receive their ratable share of cash from the fund.

The Debtors told the Court that their election of either option
will have no impact on the recovery of general unsecured
creditors.

Series C Redeemable Convertible Preferred Stock of America Online
Latin America, Inc. will be cancelled.  On the Effective Date,
Time Warner or the LLC Agents turn over to each of the Cisnero
Group parties on an equal basis, the Series C Beneficial
Interests.

Subordinated Claims will be discharged and holders of those claims
will receive nothing under the plan.

                     About AOL Latin

Headquartered in Fort Lauderdale, Florida, America Online
LatinAmerica, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for Chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $28,500,000 and total
debts of $181,774,000.


APRIA HEALTHCARE: Earns $16.1 Million in First Quarter of 2006
--------------------------------------------------------------
Apria Healthcare Group Inc.'s (NYSE:AHG) revenues were
$368.1 million in the first quarter of 2006 ending March 31, 2006.
compared to $359.7 million in the fourth quarter of 2005 and
$371.9 million in the first quarter of 2005.  Net income for the
first quarter of 2006 was $16.1 million compared to $19.5 million
for the fourth quarter of 2005.  Net income for the first quarter
of 2005 was $25.2 million.

Medicare reimbursement reductions and related respiratory drug
product cost increases were responsible for the majority of the
first quarter revenue and net income declines when compared to
the prior year quarter.  The impact of the Medicare reductions
versus the first quarter of 2005 was $8.4 million to revenues and
$6.3 million to net income.  Compared to the fourth quarter of
2005, the Medicare-related impact to revenues and net income was
$3.3 million and $2.6 million.

"We are encouraged by signs of a return of overall organic revenue
growth as it started to rebound in the first quarter versus the
fourth quarter, but there's still work to be done," said Lawrence
M. Higby, Chief Executive Officer.  "Revenues from the CIGNA
contract are coming in strong and are trending upward.  Overall,
March revenues outpaced January and February and, for certain
product lines such as oxygen, nebulizers, hospital beds and two
key infusion therapies, March represented the highest patient
census numbers that we have experienced in the past two years."

Gross margins were 65.5% in the first quarter of 2006, 0.8% lower
than the fourth quarter and 2.3% lower than the first quarter of
last year.  The decline in margins is primarily attributable to
the Medicare revenue pricing reductions and related product cost
increases noted above.

Selling, distribution and administrative expenses were 53.7% of
net revenues in the first quarter of 2006, down from 54.3% in the
fourth quarter of 2005 and up from 52.4% in the first quarter of
2005.  The comparison between the percentages for the two first
quarters is directly impacted by the incremental Medicare revenue
reductions of $8.4 million, which accounts for the difference.
The favorable variance of 0.6% between the first quarter of 2006
and the fourth quarter of 2005 was due to productivity
improvements and was achieved despite the Medicare reimbursement
reductions of $3.3 million and start-up costs on the CIGNA
contract.  During the first quarter of 2006, Apria management
effected a number of expense savings initiatives. Realization of
the related savings is expected to accelerate in the second half
of the year.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) was $67.2 million in the first quarter of 2006.  This
compares to $69.4 million for the fourth quarter of 2005 and
$75.7 million in the first quarter of 2005.  Compared to the
fourth quarter of 2005, the EBITDA reduction was due to the
Medicare-related impacts and seasonally higher bad debt expense,
offset by improved organic revenues and expense leveraging.
EBITDA is presented as a supplemental performance measure and is
not intended as an alternative to net income or any other measure
calculated in accordance with generally accepted accounting
principles.  Further, EBITDA may not be comparable to similarly
titled measures used by other companies.

The tax rate in the first quarter was 34.6% due to the completion
of the 2002 I.R.S. audit and a subsequent adjustment to the tax
contingency reserves.  The tax rate for the year is expected to be
approximately 37%.

                      Liquidity and Capital

Operating cash flow was $38.2 million in the first quarter of
2006 versus $77.3 million in the fourth quarter of 2005 and
$51.7 million in the first quarter of 2005.  The main drivers of
the decrease in 2006 are the timing of the payment of payroll
liabilities and the increase in net accounts receivable due to the
revenue increase in March.

Net purchases of patient service equipment were 9.0% of net
revenue in the first quarter of 2006.  This increase, when
compared to purchases of 8.3% in the first quarter of 2005, can be
attributed to the CIGNA contract transition.  In order to
accelerate the transition, Apria increased purchases of new
equipment to accommodate the high volume of new patients and
purchased the patient service equipment already in place in the
homes of existing CIGNA patients from previously contracted
providers.

Days sales outstanding (DSO) were 56 days at March 31, 2006, down
from 57 days at March 31, 2005 and December 31, 2005.

                     About Apria Healthcare

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. -- http://www.apria.com/-- provides home respiratory
therapy, home infusion therapy and home medical equipment through
approximately 500 branches serving patients in 50 states.  With
$1.5 billion in annual revenues, it is the nation's leading
homecare company.

                         *     *     *

As reported in the Troubled Company Reporter on March 6, 2006,
Moody's Investors Services placed the Apria Healthcare Group
Incorporated's Ba1 rating under review for possible downgrade:


ASARCO LLC: Court Approves Chase Bank Credit Card Agreement
-----------------------------------------------------------
As reported in the Troubled Company Reporter on April 7, 2006,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to enter into a
corporate credit agreement with Chase Bank, and grant a lien on a
newly created segregated cash account to secure any obligations
arising under the credit card program.

Judge Schmidt approved the Debtor's request.

ASARCO chose Chase Bank's $150,000 Commercial Card Classic
Program, which will provide up to 15 business charge cards.
Annual fees for the credit cards vary depending on annual usage,
but in no event are the fees greater than $35 per card.  The
finance charge rate, which applies only to past-due accounts, is
equal to the prime rate plus 2%.

As a condition to entering into the credit card agreement, Chase
Bank required ASARCO to:

    (a) set aside $150,000 in a segregated, interest-bearing
        savings account at Chase Bank; and

    (b) grant Chase Bank a lien against the segregated savings
        account to secure ASARCO's obligations under the credit
        card program.

ASARCO needed to provide its plant managers with business charge
cards to purchase miscellaneous supplies and items used in the
daily operations of each facility.  With the credit card, the
purchase and payment processes are streamlined, providing managers
controlled purchasing ability.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Ct. OKs Claro Group as Claims Data Management Advisor
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on March 17, 2006,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ The Claro
Group as its claims-data management consultant, effective as of
its bankruptcy filing.

Judge Schmidt approved the Debtor's request.

The Claro Group will continue to:

   (a) manage and supplement the electronic database of asbestos
       claim information;

   (b) review source claim documents and, if information is
       available, populate the Database with data in the coded
       fields;

   (c) prepare summary reports from the Database as requested by
       ASARCO and its counsel;

   (d) assist ASARCO with the asbestos claim bar date and
       information received as part of that process;

   (e) assess the accuracy of the data previously input into
       historic databases; and

   (f) provide other asbestos claim data services as requested by
       ASARCO and agreed by The Claro Group.

ASARCO will pay The Claro Group's services on an hourly basis,
with a 10% discount:

         Professional                Hourly Rate
         ------------                -----------
         Managing Director           $360 to $432
         Principal                       $315
         Senior Manager                  $261
         Experience Manager              $248
         Manager                         $194
         Senior Consultant               $167
         Consultant                      $140
         Analyst                         $113

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Asbestos Panel Wants More Limits on Hedging Plan
-------------------------------------------------------------
As reported in the Troubled Company Reporter on April 5, 2006,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to implement a
strategic hedging program up to an aggregate cash outlay of
$50,000,000.

                    Asbestos Committee Objects

The Official Committee of Unsecured Creditors for ASARCO LLC's
Asbestos Subsidiary Debtors and their financial advisors, L.
Tersigni Consulting, P.C., are concerned that ASARCO's hedging
plan may not be an effective use of cash, especially in light of
the recent upward trend in copper prices.  For instance,
according to the London Metals Exchange forward copper price
curve, copper prices are not predicted to fall below ASARCO's
cost of production until sometime in 2010.

The Asbestos Committee does not object to ASARCO's desire to
hedge in the abstract.

However, the Asbestos Committee objects to the particulars of
Hedging Motion in light of ASARCO's current financial situation.

ASARCO's current free cash position is $30,000,000, which is up
over $20,000,000 in the past two months because of high copper
prices.  L. Tersigni Consulting estimated ASARCO's cash position
at year-end 2006, based on cost estimates provided by ASARCO and
Lehman Brothers, at more than $200,000,000, if the price of
copper remains above $2 per pound.

At current price levels, ASARCO should generate on average of
more than $20,000,000, of free cash flow monthly.  However,
ASARCO's cash position is not yet at that level, Jacob L. Newton,
Esq., at Stutzman, Bromberg, Esserman & Plifka, PC, in Dallas,
Texas, points out.

Thus, the Asbestos Committee proposes additional constraints to
be incorporated in the proposed hedging program:

   (a) The hedging program should be paid for out of free cash
       only.  Under no circumstances should ASARCO be authorized
       to draw-down the DIP Facility in order to engage in a
       speculative hedging program.  ASARCO should retain a
       minimum of $10,000,000, of free cash after payment of the
       hedging positions;

   (b) The aggregate hedging expenditure should be limited to
       $25,000,000, unless the Creditors' Committee for ASARCO,
       the Asbestos Committee, the Future Claimants
       Representative and the U.S. Trustee unanimously approve
       amounts above that level, up to a maximum of $50,000,000;

   (c) The strategic hedging program can extend beyond December
       2007, but the aggregate expenditure dollar limits noted
       will be in force.

Mr. Newton asserts that the modifications to the Hedging Motion
will provide sufficient safeguards to protect the estate, and at
the same time, allow ASARCO sufficient flexibility to implement
an effective strategic hedging program.

Without the proposed modifications, the Asbestos Committee
objects to the Hedging Motion as an ineffective, wasteful, and
unnecessary expenditure of estate assets.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


AVAYA INC: Earns $38 Million in Second Fiscal Quarter of 2006
-------------------------------------------------------------
Avaya Inc., reported income from continuing operations of
approximately $38 million in the second fiscal quarter of 2006,
which includes a restructuring charge of $20 million pre-tax
related to severance and other employee termination costs
associated with headcount reductions in Europe.  In the same
quarter last year, the company reported income from continuing
operations of $36 million.

The company's second fiscal quarter 2006 revenues increased 1.3%
to $1.238 billion.  On a constant currency basis second fiscal
quarter 2006 revenues increased 3.4%.  The company's operating
income for the quarter was $53 million.  Avaya generated $169
million in operating cash flow and had $745 million in cash at the
end of the quarter.

"Product sales rose 9.2% overall and 14% in the United States.  We
shipped our nine millionth IP line during the quarter," said Don
Peterson, chairman and CEO, Avaya.  "However, product supply
delays continued to constrain sales growth.  A key priority is to
resolve the supply issue and better serve our customers."

                     Share Repurchase Program

Avaya said it repurchased 9.5 million shares of common stock
during the second fiscal quarter at an average price of $10.90, or
a total of $103 million.  Since the inception of the company's
share repurchase program during the second fiscal quarter of 2005,
Avaya has repurchased a total of 28.9 million shares at an average
price of $10.37, or a total of $300 million.  Since the inception
of the program, the company has reduced its diluted common shares
by four%.

                      Year-To-Date Results

For the first six months of fiscal 2006, Avaya reported income
from continuing operations of $109 million compared to income from
continuing operations of $69 million for the first six months of
2005.  Revenues for the first six months of fiscal 2006 were
$2.487 billion compared to $2.370 billion last year.  The first
six months of fiscal 2006 include a full period's results from
Tenovis, compared to a partial period last year.   The company
generated operating cash flow of $275 million in the first six
months of fiscal 2006 compared to $60 million in the year ago
period.

The company said that based on the information it expects to see
growth in revenues in the second half of fiscal 2006 on both a
sequential basis compared to the first half of fiscal 2006, and on
a year over year basis compared to the second half of fiscal 2005.

                        About Avaya

Headquartered in Basking Ridge, New Jersey, Avaya, Inc. (NYSE:AV)
-- http://www.avaya.com/-- designs, builds and manages
communications networks for more than one million businesses
worldwide, including more than 90% of the FORTUNE 500(R).  Focused
on businesses large to small, Avaya is a world leader in secure
and reliable Internet Protocol telephony systems and
communications software applications and services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avaya, Inc., to 'BB' from 'B+'.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1.  Moody's said the ratings outlook is
positive.


BEAR STEARNS: Low Debt Enhancement Levels Cue Moody's Low Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded four certificates previously
issued by Bear Stearns Asset Backed Securities Inc., Series
1999-1.  The securitization is backed by fixed-rate and
adjustable-rate subprime mortgage loans that are primarily
originated by Amresco Residential Mortgage Corporation.

The four subordinate certificates have been downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  The transactions have
taken significant losses causing gradual erosion of the
overcollateralization.  The 1999-1 fixed-rate and adjustable-rate
pools, have each realized cumulative losses of approximately
5.50%, as of April 25, 2006.

Moody's complete rating actions are:

   Issuer: Bear Stearns Asset Backed Securities, Inc.

   Downgrades:

   * Series 1999-1; Class MF-2, downgraded to Baa2 from A2;
   * Series 1999-1; Class BF, downgraded to Caa1 from Ba2;
   * Series 1999-1; Class MV-2, downgraded to Baa1 from A2;
   * Series 1999-1; Class BV, downgraded to B3 from Ba2.


BOYD GAMING: Earns $63.2 Million in First Quarter of 2006
---------------------------------------------------------
Boyd Gaming Corporation (NYSE:BYD) reported record EBITDA of
$215 million in the first quarter, an increase of 26% over the
$170 million reported in the first quarter last year.  All
operating units except the Stardust reported year-over-year gains
in quarterly revenue and EBITDA.  Revenues for the first quarter
were a record $646 million versus $567 million reported in the
first quarter last year, representing a gain of 14.0%.

Net income for the first quarter was $63.2 million, an increase of
58% over the $40.1 million reported in the first quarter last
year.  Last year's results included an after-tax charge of $16.4
million for the cumulative effect of a change in accounting for
intangible assets.  In this year's first quarter, the Company
operated one additional property as compared to the first quarter
2005, as South Coast Hotel and Casino opened in Las Vegas on Dec.
22, 2005.

Bill Boyd, Chairman and Chief Executive Officer of Boyd Gaming,
commented, "I am very pleased that our Company once again reported
record results in the quarter.  A 30% increase in pro forma
adjusted earnings per share, on a comparable accounting basis
regarding stock option expense, is quite an accomplishment.  Our
results were impressive in so many areas throughout our Company,
especially Borgata having its second highest quarterly EBITDA
ever, achieving it in the dead of winter, and Blue Chip opening
its new facility so successfully.

"Not only are our operations doing very well, but our growth
pipeline is also impressive.  To underscore our confidence in our
business and in our future, our Board of Directors has increased
our dividend payout for the third time since it was instituted in
2003."

Financial Statistics

The Company provided additional information for the first quarter
ended March 31, 2006:

   * March 31 debt balance: $2.597 billion;

   * March 31 cash: $177 million;

   * Dividends paid in the quarter: $11.2 million;

   * Maintenance capital expenditures during the quarter
     (excluding Delta Downs restoration costs covered by
     insurance): $26 million;

   * Expansion capital expenditures during the quarter:

         Blue Chip                  $ 12 million
         South Coast                  24 million
         North Las Vegas land         35 million
         New office building          26 million
         Other                         4 million
                                    ------------
            Total                   $101 million

   * Number of shares outstanding on March 31, 2006: 89.4 million;

   * Capitalized interest during the quarter: $2.2 million;

   * Cash distribution to the Company from Borgata in the quarter:
     $20.3 million; and

   * March 31 debt balance at Borgata: $377 million.

                            Dividend

The Company's Board of Directors declared a quarterly dividend of
$.135 per share, an 8% increase from the $.125 quarterly dividend
previously paid.  This dividend is payable June 1, 2006 to
shareholders of record on May 12, 2006.  This is the third
increase in the quarterly dividend in less than two years.

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 19 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana and Louisiana.  The
Company is also developing Echelon Place, a world class
destination on the Las Vegas Strip, expected to open in early
2010.  Additionally, the Company was recently recognized by Forbes
Magazine as the best managed company in the category of Hotels,
Restaurant and Leisure.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Ratings Services put a 'B+' rating to Boyd
Gaming Corp.'s $250 million senior subordinated notes due 2016.
At the same time, Standard & Poor's affirmed its existing ratings
on the Las Vegas-based casino operator, including its 'BB' issuer
credit rating.  S&P said the outlook is stable.


BOYDS COLLECTION: Maryland Court Approves Disclosure Statement
--------------------------------------------------------------
The Boyds Collection, Ltd. received approval of the Disclosure
Statement relating to the proposed Plan of Reorganization on
April 27, 2006.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

With the approval, Boyds can now begin the process of soliciting
approval for the proposed Plan from its creditors and equity
interest holders.

Boyds reported that the proposed Plan has the support of both its
largest secured lender and the Official Committee of Unsecured
Creditors in its Chapter 11 cases.  The court has scheduled a
confirmation hearing with respect to the Plan for June 8, 2006.
With the Court approval, Boyds will be on track to emerge from
Chapter 11 in June.

"Today's court approval begins the process of emerging from
Chapter 11 with both strong financial and operational
performance," said Jan Murley, Chief Executive Officer and
Director.  "Since we began the restructuring process the
dedication and hard work of our employees has been critical to our
success, and is a strong indication of how well positioned we are
to successfully move forward," Murley added.

                   Terms of the Proposed Plan

Holders of Senior Secured Claims will receive for their claims of
approximately $57.7 million:

   (a) senior secured promissory notes in the aggregate principal
       amount of $30 million, to be due in five years following
       the Effective Date; and

   (b) New Common Stock representing approximately 48.5% of the
       New Common Stock issued on the Effective Date.

Each holder of an Allowed Qualifying Noteholder Claim shall
receive Cash in the amount of 22% of the Allowed amount of such
Allowed Qualifying Noteholder Claim, to be paid on the date upon
which a Future Transaction is consummated; plus, on the Effective
Date, its Pro Rata Share of 5% of the New Common Stock, plus, its
Pro Rata Share of 50% of the Reallocated Shares.

Each holder of an Allowed Non-Qualifying Noteholder Claim shall
receive Cash in the amount of 24% of the Allowed amount of such
Allowed Non-Qualifying Noteholder Claim to be paid on the date
upon which a Future Transaction is consummated.

Each holder of an Allowed General Unsecured Claim or Claims will
receive Cash equal to 28% of its Allowed General Unsecured Claim
or Claims, if the Class accepts the Plan.

Secured Claims other than those of the Senior Secured Claims will
be treated either as agreed by the parties or in a manner that
reinstates the Secured Claim or provides for payment to the
creditor equal to the value of such creditor's collateral.

Each holder of an Allowed Other Priority Claim shall receive, on
account of and in full and complete settlement, release and
discharge of Allowed Other Priority Claim:

   (a) Cash equal to the amount of such Allowed Other Priority
       Claim or

   (b) such other treatment as to which the Reorganized Debtors
       and such holder shall have agreed upon in writing in an
       amount sufficient to render such Allowed Priority Claim not
       Impaired under section 1124 of the Bankruptcy Code, to be
       paid on the latest of

   (a) the Effective Date (or as soon thereafter as is reasonably
       practicable),

   (b) five Business Days after the Allowance Date for such Other
       Priority Claim, or

   (c) the date on which the Debtors and the holder of such
       Allowed Other Priority Claim otherwise agree.

Allowed Priority Tax Claims will either be paid, at the sole
option of the Debtors,

   (a) on the latter of

       (i) the Effective Date (or as soon thereafter as is
           reasonably practicable),

      (ii) five Business Days after the Allowance Date with
           respect to such Allowed Priority Tax Claim;

   (b) beginning the first anniversary following the Effective
       Date, Cash payments to be made in equal annual
       installments, with the final installment being payable no
       later than the sixth anniversary of the date of the
       assessment of such Allowed Priority Tax Claim, in an
       aggregate amount equal to such Allowed Priority Tax Claim,
       together with interest on the unpaid balance of such claim
       calculated from the Effective Date through the date of
       payment at the Applicable Rate; or

   (c) such other treatment agreed to by the holder of such
       Allowed Priority Tax Claim and the Debtors.

Each holder of an equity interest in Boyds of over 200 shares will
receive its pro rata share of 46.5% of the equity of Reorganized
Boyds.

Each holder of an equity interest in Boyds of less than 200 shares
will receive $0.15 per share held by such holder.

The Company is also negotiating with one of its Senior Lenders to
provide a new $11 million revolver with a $4 million seasonal
over-advance option that supports letters of credit and would
provide Boyds with access to additional capital to fund post-
reorganization operations.

                   About The Boyds Collection

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin Capital, Inc. serves as the Debtor's
financial advisors.  The law firm Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represents the Official Committee of Unsecured
Creditors.  FTI Consulting serves as the Committee's financial
advisors.  As of June 30, 2005, Boyds reported $66.9 million in
total assets and $101.7 million in total debts.


BRAND SERVICES: Insiders Say JPMorgan Open to $1 Billion Sale
-------------------------------------------------------------
JPMorgan Chase & Co. intends to sell Brand Services, Inc., for up
to $1 billion, Dana Cimilluca at Bloomberg News reports.  Citing
unnamed sources close to the Company, Ms. Cimilluca said that
JPMorgan has retained financial services provider Morgan Stanley
to market Brand Services.

JPMorgan owns approximately 74% of Brand Services, which it
purchased from DLJ Merchant Banking, the private-equity unit of
the Credit Suisse Group's Credit Suisse First Boston unit, in 2002
for approximately $500 million.

                     About Brand Services

Brand Services Inc., sells, rents and services scaffolding
equipment to industrial customers through nearly 50 locations in
the US and Canada.  Companies in the chemical, oil, paper and
petrochemical industries primarily use the scaffolding for
renovation and maintenance projects on non-residential buildings.

                          *   *   *

As reported in the Troubled Company Reporter on June 15, 2005,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Brand Services after the company announced plans
to acquire Canadian scaffolding services and concrete construction
services provider Aluma Enterprises Inc. for about $208 million.
Standard & Poor's also assigned its 'B' senior secured rating and
'2' recovery rating to Brand's $150 million supplemental term loan
and its 'CCC+' senior secured rating and '5' recovery rating to
Brand's $35 million second-lien term loan.  The outlook is
negative.

As reported in the Troubled Company Reporter on June 8, 2005,
Moody's Investors Service lowered the ratings of Brand Services
including its senior implied rating to B2 from B1, the rating on
its first lien senior secured bank credit facility to B2 from B1,
and the rating on its senior subordinated notes to Caa1 from B3.
At the same time, Moody's assigned a rating of B2 to the company's
new first lien senior secured supplemental term loan and a B3 to
its new second lien senior secured term loan.  The ratings outlook
is stable.  The downgrades reflected the company's significant
underperformance since 2003 relative both to Moody's expectations
and to the company's own projections.


COMBUSTION ENG'G: Professionals Have Until June 4 to File Claims
----------------------------------------------------------------
Professionals and other entities seeking compensation or
reimbursement from Combustion Engineering, Inc., have until
June 4, 2006, to file their proofs of claim.

The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirmed Combustion Engineering's Modified
Plan of Reorganization on Dec. 19, 2005.  She recommended its
confirmation to the District Court.  It has been a protocol for
both a district court judge and a bankruptcy judge to review
asbestos-related bankruptcies.  The Hon. Joseph E. Irenas of the
U.S. District Court for the District of New Jersey confirmed the
plan on Feb. 28, 2006.  The Plan took effect April 21, 2006.

Proofs of claim must be received on or before the June 24 deadline
by:

   Jeffrey N. Rich
   Kirkpatrick & Lockhart Nicholson Graham LLP
   599 Lexington Ave.
   New York, NY 10022

Holders of other administrative claims or postpetition vendors
need not file proofs of claim.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impact.  The ABB Group of companies operates in more than 100
countries and employs about 103,000 people.  Combustion
Engineering filed for chapter 11 protection on Feb. 17, 2003
(Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


CONGOLEUM: Court Adjourns Disclosure Hearing on 3 Competing Plans
-----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey adjourned, until June 8, 2006, the hearing
to determine the adequacy of the disclosure statements explaining:

    * Congoleum Corp. and its debtor-affiliates' Eighth Modified
      Joint Chapter 11 Plan of Reorganization;

    * The Official Committee of Bondholders' First Modified Joint
      Chapter 11 Plan of Reorganization; and

    * Continental Casualty Company and Continental Insurance
      Company's Joint Chapter 11 Plan of Reorganization.

Judge Ferguson also order the Debtors and Bondholders' Committee
to file their respective Trust Distribution Procedures Valued
Asbestos Claims and Plan Trust Agreement by May 14, 2006.  Judge
Ferguson also ordered the Insurer's to file their Asbestos
Coverage Claimant Agreement by May 14, 2006.

                      Debtors' Plan

Under the Debtors' Plan, Administrative Claims, Priority Tax
Claims, and Priority Claims will be paid in full.

Holders of Lender Secured Claims will have their existing credit
agreements amended and restated in accordance with the terms of
the Amended Credit Agreement.  Holders of these claims will be
entitled to all rights and benefits under the Amended Credit
Agreement.  The Debtors tell the Court that if they are unable to
agree on the terms of the Amended Credit Agreement with the
holders of the lender secured claims on the confirmation hearing,
then holders of these claims will be paid in full.

Holder of Other Secured Claims will retain their unaltered legal,
equitable and contractual rights, including but not limited to,
any liens that secure their claim.

Senior Note Claims will be reinstated, provided, that:

    (i) the maturity date of the Senior Notes will be extended to
        Aug. 1, 2011; and

   (ii) holders of Senior Note Claims will receive, less
        $10 million:

        (a) all accrued and unpaid interest on the Senior Notes
            from the Dec. 31, 2003, through and including the
            interest payment date immediately preceding the
            effective date; and

        (b) any accrued and unpaid applicable default interest in
            accordance with the Indenture from Dec. 31, 2003,
            through and including the effective date,

The Debtors say that all interest accruing on the Senior Notes
from interest payment date preceding the effective date will be
paid on the next succeeding interest payment date after the
effective date and thereafter interest will be paid in accordance
with the Indenture.  In addition, any funds recovered by the
Debtors on account of judgments against Gilbert Heintz & Randolph
LLP and The Kenesis Group LLC, will be paid to the holders of the
Senior Note Claims.

Holders of General Unsecured Claims that remain unpaid prior to
the effective date will retain their unaltered legal, equitable
and contractual rights and the claims will be reinstated.

Workers' Compensation Claims will be paid in the ordinary course
pursuant to rights that exist under any state workers'
compensation system or laws applicable to the claims.

Holders of ABI Claims will receive these treatments:

    (a) all ABI Claims, other than ABI Asbestos Personal
        Injury Indemnity Claims, ABI Asbestos Property Damage
        Indemnity Claims and Other ABI Asbestos Claims, will be
        reinstated;

    (b) the ABI Asbestos Personal Injury Indemnity Claims will be
        channeled to and become the obligations of the Plan Trust,
        and be payable in accordance with the terms of the Plan
        and the TDP; and

    (c) the ABI Asbestos Property Damage Indemnity Claims and
        Other ABI Asbestos Claims will be deemed disallowed and
        expunged.

On the effective date, all liability for Asbestos Property Damage
Claims will be assumed by the Plan Trust.  Holders of these claims
will be paid solely from the Asbestos Property Damage Claim Sub-
Account and after all assets in the Sub-Account have been
exhausted, the Plan Trust shall have no further liability or
obligation with respect to any these claims.

Holders of Congoleum Interests will retain their interests
provided that on the effective date, the New Class A Common Stock
and the New Convertible Security contributed to the Plan Trust
will be issued.

Holders of Subsidiary Interests will retain their interests.

On the effective date, the Plan Trust will assume all liability
for Secured Asbestos Claims of Qualified Claimants.  Each
Qualified Claimant will have irrevocably consented or be deemed to
have irrevocably consented to the Forbearance of his, her or its
rights, if any, under the respective Pre-Petition Settlement
Agreements or Claimant Agreement, as applicable, and his, her or
its rights, if any, under the Collateral Trust Agreement and the
Security Agreement by failing to timely object to such Forbearance
upon notice thereof in accordance with procedures established by
the Bankruptcy Court.  The Forbearance will become irrevocable
upon occurrence.

The Secured Asbestos Claim will be determined, liquidated and
treated pursuant to the Plan Trust Agreement and the TDP without
priority of payment and in all respects pari passu with the
Unsecured Asbestos Personal Injury Claims.

Unsecured Asbestos Personal Injury will receive the same treatment
as Secured Asbestos Claims of Qualified Claimants.

A full-text copy of the Debtors' Disclosure Statement and Eighth
Modified Joint Chapter 11 Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?852

                        Bondholders' Plan

Under the Bondholders' Plan, all claims will receive the same
treatment as stated in the Debtors' plan with the exception of
Senior Note Claims being reinstated and all accrued and unpaid
prepetition and postpetition interest, plus all applicable fees
and costs of the Indenture Trustee, will be paid in full in cash.

The Bondholders say that in the alternative, Reorganized Congoleum
will:

    * redeem the Senior Notes in accordance with the terms of the
      Indenture,

    * pay the Indenture Trustee, and

    * pay the holders of Senior Note Claims in full and in cash,
      the redemption price as set forth in the terms of the
      Security (as defined in the Indenture), together with
      accrued and unpaid prepetition and Postpetition Interest,
      plus all applicable fees and costs of the Indenture Trustee.

A full-text copy of the Bondholders Committee's Disclosure
Statement explaining its First Modified Joint Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060427053822

                         Insurers' Plan

Under the Insurers' Plan, these claims receive the same treatment
as described in the other plans:

    * Administrative Claims;
    * Priority Tax Claims;
    * Priority Claims;
    * Other Secured Claims;
    * Workers' Compensation Claims;
    * General Unsecured Claims;
    * Senior Note Claims;
    * Asbestos Property Damage Claims; and
    * Subsidiary Interest.

Holders of Lender Secured Claims will receive these treatments:

    * lenders' Existing Credit Agreement will remain in full force
      and effect;

    * Reorganized Congoleum will make all payments to holders of
      the claims as they become due;

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the lenders Secured Claims to grant
      the holders a duly perfected first priority security
      interests in the assets securing the Existing Credit
      Agreement owed on the effective date; and

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the Lender Secured Claims pursuant to
      the terms of the Existing Credit Agreement.

On the effective date, the Plan Trust will assume all liability
for:

    * Malignant Asbestos Personal Injury Claims,
    * Non-Malignant Asbestos Personal Injury Claims, and
    * Derivative Asbestos Personal Injury Claims.

Holders of Malignant and Non-Malignant Asbestos PI Claims will
receive, pursuant to the Insurers' TDP:

    (a) the payment percentage of the allowed liquidated value;
        and

    (b) subsequent payment, if any, up to the allowed liquidated
        value of the claim.

Holders of Derivative Asbestos PI Claims will receive payment from
the Plan Trust provided that the Plan Trust will not pay any
Derivative claims unless and until the claimants aggregate
liability for the direct claimant's claim has been fixed,
liquidated, and paid by the derivative claimant by settlement.

Holders of Asymptomatic Asbestos Personal Injury Claims will
receive nothing under the Insurer's Plan.

Holders of Rejection Damages Claims will be paid in full without
interest.  Holders of Insurance Company Claims will receive 50% of
their claim without interest.  Congoleum Interests will be
cancelled and holders of these interests will receive nothing
under the Insurers' Plan.

                Insurers' Plan vs. Debtors' Plan

The Insurers tell the Court that the Debtor's Plan places control
over the Plan Trust Bankruptcy Causes of action in the Trust
Advisory Committee.  The Insurers say that the Trust Advisory
Committee consists of members who are defendants in the Plan Trust
Bankruptcy Causes of Action, creating an obvious conflict of
interest.  The Insurers say that under their plan, the Plan Trust
takes control of the Plan Trust Bankruptcy Causes of Action which
is a completely neutral party.

The Insurers Plan provides for 80% of Congoleum's New Common Stock
to be placed in the Plan Trust and used to fund distributions to
holders of Asbestos Personal Injury Claims.  The remaining 20%
will be issued to existing management as part of an incentive
program.  On the other hand, the Debtors' plan provides issuance
of 3.8 million shares of New Class A Common Stock to the Plan
Trust but control will remain with the current equity owners and
with the Plan Trust.  Under the Insurers Plan, the New Common
Stock will have full voting rights.

The Insurers contend that the Debtors' Plan continues to provide
Forbearance by Secured Asbestos Claimants, subject to a claimant's
right to object to such Forbearance.  The Debtors' Plan does not
make avoidance of Secured Asbestos Claims a condition to
confirmation of the Debtors' Plan and secured asbestos claimant
may still receive preferential treatment if avoidance actions are
unsuccessful.  The Insurers say that under their plan, Secured
Asbestos Claimants are treated pari passu with all other Asbestos
Personal Injury Claimants.  Secured Asbestos Claimants who do not
elect to this treatment will be subject to litigation seeking
subordination or avoidance of:

    * any security interests to the Congoleum estate; and

    * any obligation under the Claimant or Pre-Petition Settlement
      Agreements.

The Insurers further say that the avoidance is a condition to
confirmation of their plan and was designed to eliminate the
discriminatory treatment afforded by the Debtors to Secured
Asbestos Claimants.

The Insurers say that the Debtors' Plan does not include a set of
TDP whereas their plan provides for one and is designed to provide
fair allocation of available Plan Trust Assets among Asbestos
Personal Injury Claimants holding valid claims and bar holders of
invalid claims.

                         Insurers' TDP

The Insurers' trust distribution procedures require claimants to
prove exposure to asbestos from a product manufactured by any of
the Debtors or its affiliates that contained asbestos.  To receive
distribution, claimants must submit medically verifiable proof of
their disease.  The TDP also provides for an independent Medical
Audit Board to audit randomly submitted claims.  The TDP also
excludes reliance on medical diagnoses and tests submitted by
certain physicians banned from submitting medical diagnosis and
test results by other bankruptcy asbestos trusts.

A full-text copy of the Insurers' Disclosure Statement explaining
their Joint Chapter 11 Plan of Reorganization is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060427054424

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors.
Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP represents the Official Committee of
Unsecured Bondholders.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at Coughlin
Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At. Dec. 31, 2005, Congoleum Corporation's balance sheet showed a
$44,960,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CONGOLEUM CORP: Continuing Losses Prompt Amex Delisting Notice
--------------------------------------------------------------
Congoleum Corporation (AMEX:CGM) received a letter from the
American Stock Exchange indicating that the Company did not meet
the minimum income and stockholders' equity requirements for
continued listing on the Amex.

Specifically, Congoleum is not in compliance with:

   -- Section 1003(a)(i) of the Amex Company Guide, with
      stockholders' equity of less than $2,000,000 and losses from
      continuing operations or net losses in two of its three most
      recent fiscal years; and

   -- Section 1003(a)(ii) of the Amex Company Guide, with
      stockholders' equity of less than $4,000,000 and losses from
      continuing operations or net losses in three of its four
      most recent fiscal years.

The letter also stated that the Company must submit a plan by
May 22, 2006, advising the Amex of actions it has taken or will
take to achieve compliance with the continued listing standards
within eighteen months, and that this plan must be approved by the
Amex, for Congoleum to maintain its listing.

"We intend to submit a plan to the Amex shortly that responds to
this notification," Roger S. Marcus, Chairman of the Board,
commented.  "Congoleum would have had positive net income in three
of the last four years, and would have been in compliance with the
Amex's listing requirements, were it not for the special charges
in connection with our asbestos-related reorganization.  I believe
we are making progress toward confirmation of a reorganization
plan this year and putting this very costly proceeding behind us.
I also am hopeful that we will demonstrate to the Amex that there
are extenuating circumstances and that the financial performance
of our operating business warrants a continued listing of our
shares."

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors.
Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP represents the Official Committee of
Unsecured Bondholders.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at Coughlin
Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At. Dec. 31, 2005, Congoleum Corporation's balance sheet showed a
$44,960,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CORNING INC: Earns $257 Million in First Quarter of 2006
--------------------------------------------------------
Corning Incorporated (NYSE:GLW) reported first-quarter sales of
$1.26 billion, with net income of $257 million.

Corning's first-quarter results included special charges totaling
$168 million.  Excluding these charges, Corning's first-quarter
net income would have been $425 million.  The company's
first-quarter results exceeded its sales guidance range of
$1.2 billion to $1.25 billion and significantly exceeded its
guidance for earnings.

Corning began expensing stock options in the first quarter of
2006.

"Our first-quarter results were very satisfying," Wendell P.
Weeks, president and chief executive officer, said.  "We continue
to be pleased with the growth we experienced in our Display
Technologies segment.  We also saw improved performance in our
Telecommunications, Life Sciences and Environmental Technologies
segments versus the fourth quarter."

Corning's first-quarter results were impacted by these non-cash
items:

   -- a $185 million pretax and after-tax net charge primarily
      reflecting the increase in market value of Corning common
      stock to be contributed to settle the asbestos litigation
      related to the Pittsburgh Corning Corporation;

   -- a $38 million reduction in income tax expense related to the
      release of the valuation allowance on certain deferred tax
      assets in Germany; and

   -- a $21 million reduction in equity earnings related to the
      impairment of long-lived assets at Samsung Corning Company,
      Ltd., Corning's  50-percent owned equity venture in Korea,
      which manufactures glass panels and funnels for cathode ray
      tubes for televisions and computer monitors.

                 First-Quarter Operating Results

Corning's first-quarter sales of $1.26 billion increased 5% over
fourth-quarter sales of $1.2 billion, and increased 20% over last
year's first-quarter sales of $1.05 billion.  Gross margin of 45%
for the first quarter was consistent with the fourth quarter.

Equity earnings for the first quarter were $200 million, including
the $21 million impairment charge at Samsung Corning.  Absent this
charge, equity earnings reflect strong operating results at Dow
Corning Corporation and Samsung Corning Precision Glass Co., Ltd.,
(SCP), Corning's 50-percent owned equity venture in Korea, which
manufactures liquid crystal display (LCD) glass substrates.
Corning's equity earnings from Dow Corning were $69 million in
the first quarter, a 38-percent increase over fourth-quarter
results.  First-quarter equity earnings include about $15 million
of non-recurring gains.

                   Cash Flow/Liquidity Update

Corning ended the first quarter with $2.48 billion in cash
and short-term investments, an increase from $2.4 billion in
the previous quarter.  The company's debt level remained at
$1.8 billion.  James B. Flaws, vice chairman and chief financial
officer, said, "We were delighted that Standard & Poor's Rating
Services raised its credit rating on Corning to BBB from the
previous grade of BBB minus in early April.  While we ended the
quarter with a negative  $176 million of free cash flow, it was
the result of seasonally higher first-quarter working capital
expenditures, our continued capital spending in Display
Technologies, and our equity investment in SCP early in the first
quarter.  We remain on track to be free cash flow positive for the
full year."

                     Second-Quarter Outlook

Mr. Flaws said that the company expects second-quarter sales to be
in the range of $1.29 billion to $1.33 billion.  The gross margin
percentage for the second quarter is expected to be in the range
of 42% to 44%.  Corning expects that the second-quarter corporate
tax rate will be between 15% and 20%.

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

Moody's Investors Service upgraded the long-term debt rating
of Corning Incorporated in September 2005.  Moody's said the
rating outlook is stable.  Corning Inc.'s senior unsecured notes,
debentures, and IRBs were raised to Baa3 from Ba2.  Corning's
senior unsecured securities were raised to (P)Baa3 from (P)Ba2
while its preferred stock, issued pursuant to its 415 universal
shelf registration, was raised to (P)Ba2 from (P)B1.


DANA CORP: Subsidiary Inks Forbearance Pact With Noteholders
------------------------------------------------------------
An ad hoc committee composed of holders of majority of notes
issued by Dana Credit Corporation, a non-debtor direct subsidiary
of Dana Corporation, asserts that the DCC-issued notes became
immediately due and payable without notice, presentment, demand,
protest or other action of any kind as a result of the Dana
Corp.'s bankruptcy filing.

Dana Credit has issued notes from time to time under a number of
note agreements.  The issued and outstanding notes currently
include, but are not limited to:

   (i) 6.93% Senior Notes due April 8, 2006, in the aggregate
       principal amount of $35,000,000;

  (ii) 7.18% Senior Notes due April 8, 2006, in the aggregate
       principal amount of $37,000,000;

(iii) 7.03% Senior Notes due April 8, 2006, in the aggregate
       principal amount of $13,000,000;

  (iv) 7.91% Senior Notes due August 16, 2006, in the aggregate
       principal amount of $30,000,000;

   (v) 6.88% Senior Notes due August 28, 2006, in the aggregate
       principal amount of $30,000,000;

  (vi) 8.375% Senior Notes due August 15, 2007, in the aggregate
       principal amount of $500,000,000; and

(vii) 6.59% Senior Notes due December 1, 2007, in the aggregate
       principal amount of $37,000,000.

Following negotiations, Dana Credit and the Ad Hoc Noteholders
Committee entered into a forbearance agreement, effective
April 10, 2006, according to a Form 8-K filing with the U.S.
Securities and Exchange Commission.

Pursuant to the Forbearance Agreement, members of the Ad Hoc
Noteholders Committee holding over 70% of the outstanding
principal amount of DCC Notes agree to work with Dana Credit
toward a global consensual restructuring of the DCC Notes and to
forbear from exercising rights and remedies with respect to any
default or event of default that may now exist or may occur under
the Notes.

The Forbearance Agreement will terminate 30 days from its
effective date, or sooner upon the occurrence of certain events,
including the commencement by Dana Credit of a voluntary Chapter
11 case or the filing by any party of an involuntary petition for
relief against Dana Credit.

As a condition precedent to the effectiveness of the Forbearance
Agreement, Dana Credit has agreed not to make any payments of
principal or interest to the holders of its 6.93% Senior Notes,
7.18% Senior Notes, and 7.03% Senior Notes.

Dana Credit agrees to continue to cooperate and provide
information to Kirkland & Ellis LLP, the Ad Hoc Committee's
counsel; and Conway, Del Genio, Gries, & Co., LLC, financial
advisors to the Committee.

A full-text copy of the Forbearance Agreement is available for
free at http://researcharchives.com/t/s?850

The members of the Ad Hoc Noteholders Committee are:

    -- Angelo, Gordon & Co. (solely on behalf of its managed
       accounts),

    -- Citigroup Global Markets, Inc.,

    -- Davidson Kempner Capital Management, LLC,

    -- Delaware Investments,

    -- Durham Asset Management LLC,

    -- Fortress Investment Group LLC and its affiliates,

    -- Franklin Mutual Advisers, LLC, on behalf of its advisory
       clients,

    -- Gruss Global Investors Master Fund, Ltd.,

    -- JPMorgan Securities Inc.,

    -- Mast Credit Opportunities I,

    -- Merrill Lynch, Pierce, Fenner & Smith Incorporated,

    -- Quadrangle Debt Recovery Income Fund Ltd.,

    -- Silver Point Capital, L.P.,

    -- Sun Life Assurance Company of Canada and Sun Life
       Assurance Company of Canada (U.S.),

    -- UBS AG (London Branch), and

    -- York Capital Management.

                      About Dana Corporation

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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  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. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Brings In Signature Associates as Real Estate Advisor
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York
to employ Signature Associates, LLC, as their real estate
consultants, effective April 5, 2006.

The Debtors tell the Court that they need Signature Associates to:

   (i) evaluate whether and on what terms their 35 non-
       residential real property leases should be assumed,
       assumed and assigned or rejected under Section 365 of the
       Bankruptcy Code; and

  (ii) develop a strategy with respect to certain of their
       properties.

According to Michael L. DeBacker, Esq., Dana's vice president,
general counsel and secretary, Signature is well qualified and
able to represent the Debtors in a cost-effective, efficient and
timely manner.

Signature has extensive knowledge and experience in providing
advice regarding the economics of nonresidential real property
lease agreements and other real property.  Signature has provided
similar services to debtors in other bankruptcy cases.

Before their chapter 11 filing, Signature provided the Debtors
real estate services in accordance with the terms of a Real
Estate Services Agreement, dated Oct. 11, 2004.

Pursuant to a Consulting and Advisory Services Agreement, dated
April 5, 2006, Signature agrees to conduct (x) a valuation of
each of the Leases and (y) additional data management and
financial analysis of the Properties.

In addition, Signature agrees to:

    -- meet with the Debtors and their advisors to ascertain
       the Debtors' goals, objectives and financial parameters
       with respect to the potential disposition of their
       properties;

    -- develop and implement a marketing strategy for the
       Properties and the Leases in coordination with the
       Debtors' restructuring plans;

    -- negotiate agreements for the sale or assignment of some
       or all of the Properties;

    -- negotiate agreements for the acquisition and leasing of
       property;

    -- negotiate agreements with landlords under the Leases;

    -- report periodically to the Debtors and their other
       advisors regarding the status of negotiations;

    -- participate in weekly conference calls or other periodic
       calls and meetings with the Debtors and their other
       advisors to discuss disposition of the Properties;

    -- provide other services as requested by the Debtors from
       time to time; and

    -- provide support documentation and testimony as is
       necessary to obtain Court approval of the transactions
       contemplated by the Engagement Letter.

The Debtors propose to pay Signature for its services under these
terms:

  A. Valuation Services

     Signature will be paid $3,000 per Property valuated.  The
     firm will apply the $73,000 held in escrow under the terms
     of the Original Engagement Letter towards the fees and
     expenses for additional valuation services.  The Debtors
     will pay the market fee, capped at $25,000, for MAI
     appraisals coordinated by the firm.

  B. Disposition Services

     * Signature will earn a Commission Fee, based on the total
       amount of cash received by the Debtors for sale of the
       Properties, in accordance with this sliding scale
       structure:

         Gross Proceeds Per Property          Fee Percentage
         ---------------------------          --------------
           $0 to $10 million                        3.75%
           $10 to $30 million                       3.0%
           $30 million and over                     2.0%

     * Upon obtaining any rent reduction under any Lease that is
       not rejected under Section 365, Signature will earn a
       commission equal to:

          -- 5.0% of the Net Savings up to $500,000;

          -- 4.0% of the Net Savings from $500,001 to $1,000,000;
             and

          -- 3.0% of Net Savings above $1,000,000.

       In no event will Signature's fee for any rent reduction
       transaction be less than $5,000.

     * For reductions of any landlord claim under Section
       502(b)(6) with respect to any Lease rejected, Signature
       will earn a fee equal to the greater of (a) the Fixed
       Claim Reduction Fee and (b) the cash equivalent, as
       determined by the Debtors, of a fee equal to 10.0% of the
       Claim Reduction Distribution Amount.

       The "Fixed Claim Reduction Fee" will be between $1,000 to
       $5,000 per Lease, depending on the Claim Reduction Amount,
       the amount by which the landlord's claim under Section
       502(b)(6) is so reduced minus the net realizable value to
       the Debtors of any equipment abandoned to the landlord in
       connection with a Claim Reduction Agreement:

         Claim Reduction Amount        Claim Reduction Fee
         ----------------------        -------------------
           less than $100,000           $1,000 per Lease
           $100,000 to $500,000         $3,000 per Lease
           $500,001 to $1,000,000       $4,000 per Lease
           greater than $1,000,000      $5,000 per Lease

       The "Claim Reduction Distribution Amount" will be equal to
       the value of the pro rata distribution afforded to a
       general unsecured creditor holding a claim in an amount
       equal to the Claim Reduction Amount under a confirmed plan
       of reorganization for the Debtor lessee.

     * Upon execution of a lease for a Property where one of the
       Debtors acts as landlord, the Debtors will pay Signature
       6% of the aggregate value of lease commitment over the
       first five years of a lease term and (b) 3% of the
       aggregate value of the lease commitment over the second
       five years of a lease term.

       If a Cooperating Broker is owed a commission in connection
       with the execution of the lease, Signature will pay the
       commission owed to the Cooperating Broker up to 50% of the
       of the Lease Commission Fee.  If the fee payable to the
       Broker exceeds 50% of the aggregate Lease Commission Fee,
       then the Debtors will directly pay the Broker the
       additional fee.

  C. Acquisition and Leasing of Properties

     The Debtors will not be responsible for the payment of any
     expenses, fees or other compensation, other than the
     Reimbursable Expenses, to Signature for its assistance in:

        * the acquisition of new Properties;
        * the leasing of new Properties; and
        * the renewal or extension of any Lease.

  D. Expert Witness Fees

     The Debtors will pay the hourly fees for each representative
     of Signature that may be requested to testify to the Court
     for purposes of seeking Court approval of a renegotiation of
     a Lease, or a disposition transaction for any Property:

         Professional          Hourly Fee
         ------------          ----------
         John Gordy                $450
         John Salsberry            $350
         Dave Miller               $350

  E. Expenses

     Signature will be entitled to reimbursement for all
     out-of-pocket expenses, including, without limitation,
     reasonable expenses of coach travel and transportation and
     the cost of out-of-town travel arrangements.

The parties will indemnify each other for any and all losses,
claims, damages, liabilities and expenses incurred in connection
with the services provided.

John Gordy, Signature's senior vice president, relates that the
firm has in the past and will likely in the future be working
with or against professionals involved in the Debtors' cases in
matters unrelated to the Debtors or their Chapter 11 cases.

Mr. Gordy, however, assures the Court that Signature (a) does not
hold or represent any interest adverse to the Debtors or their
estates and (b) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Dana Corporation

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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  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. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Gets Final Court Okay to Pay 215 Utility Companies
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to pay 215 utility companies on a final basis.

As reported in the Troubled Company Reporter on Apr. 24, 2006,
various utilities complained, among others, that the Debtors'
adequate assurance procedures violate the express provisions of
Section 366 of the Bankruptcy Code and the two-week cash deposit
offered by the Debtors to a requesting utility is inadequate.

The Court recognized that the objections by various utility
companies have been, or are in the process of being, resolved
pursuant to the terms of individual adequate assurance
agreements.

In response to the objections of the various utility companies,
Corinne Ball, Esq., at Jones Day, in New York, asserted that the
Adequate Assurance Procedures and Opt-Out Procedures are
rational, practical and fair, and they fully comply with Section
366 of the Bankruptcy Code.

Ms. Ball noted that "adequate" assurance means nothing more than
providing reasonable security of postpetition payment and
reasonable mitigation against the ordinary risk of nonpayment.
Thus, the Utility Companies are not, as a matter of law, entitled
to receive full collateral for their credit exposure, nor any
other form of infallible guarantee against all risk of potential
nonpayment.

According to Ms. Ball, the existence of a $1.45 billion DIP
Financing to fund postpetition operations, which include the cost
of utility services, offers far more assurance than the mere
existence of a statutory administrative priority.

As reported in the Troubled Company Reporter on Apr. 11, 2006,
EnergyUSA-TPC Corp., wanted to be removed from the Debtors' list
of utilities it being a forward contract merchant.

Accordingly, in a Court-approved stipulation, the Debtors and TPC
agreed that TPC is not a "utility" within the meaning and
subject to the application of Section 366 of the Bankruptcy Code.

                      About Dana Corporation

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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  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).


DAVOLI HOTEL: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Davoli Hotel & Realty Corp., Inc.
        300 Broadway
        Albany, New York 12207

Bankruptcy Case No.: 06-10962

Chapter 11 Petition Date: April 26, 2006

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Robert J. Rock, Esq.
                  60 South Swan Street
                  Albany, New York 12210
                  Tel: (518) 463-5700

Total Assets: $3,455,000

Total Debts:  $2,286,019

Debtor's 6 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Ramada Worldwide, Inc.               $288,014
   1 Sylvan Way
   Parsippany, NJ 07054-0278

   Marilyn Pitelli                      $150,000
   c/o Richard Rowlands, Esq.
   26 Computer Drive West
   Albany, New York 12211

   Eugenia Pitelli                      $120,000
   94 Lennox Avenue
   Albany, New York

   Albany Water Board                     $3,839

   Hospitality International              $2,500

   Saflok                                 $1,666


DELPHI CORP: Pays $59 Million to Employee Pension Plans
-------------------------------------------------------
Delphi Corporation contributed about $59,000,000 to its United
States pension plans on April 13, 2006.  These defined benefit
pension plans are sponsored by Delphi and certain of its Debtor-
subsidiaries.

According to John D. Sheehan, Delphi vice president and chief
restructuring officer, chief accounting officer and controller,
the amount contributed is attributable to services rendered by
the Debtors' employees in the first quarter 2006.

Under the Employee Retirement Income Security Act and the U.S.
Internal Revenue Code, a $300,000,000 minimum funding payment to
the U.S. pension plans was due on April 14, 2006.  However, as
permitted under Chapter 11, Delphi contributed only the portion
of the contribution attributable to postpetition service.

Mr. Sheehan relates that the unpaid portion of the minimum funding
payments remains payable as a claim against Delphi and will be
determined in Delphi's plan of reorganization with other claims.
Delphi has appointed an independent fiduciary for all of its tax
qualified defined benefit pension plans who is charged with
pursuing claims on behalf of the plans to recover minimum funding
contributions.

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. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Amends Terms of $2 Billion JPMorgan DIP Facility
-------------------------------------------------------------
Delphi Corporation inked a Second Amendment to its Amended and
Restated Credit Agreement with JPMorgan Chase Bank, N.A., as
administrative agent, Citicorp USA, Inc., as syndication agent,
Abelco Finance LLC, Deutsche Bank Trust Company Americas and
General Electric Capital Corporation, as co-documentation agents,
on April 13, 2006.

As reported in the Troubled Company Reporter on Oct. 28, 2005, the
U.S. Bankruptcy Court for the Southern District of New York
approved, on a final basis, Delphi Corp.'s $2 billion debtor-in-
possession financing agreement with JPMorgan.

John D. Sheehan, Delphi vice president and chief restructuring
officer, chief accounting officer and controller, relates that
under the Second Amendment, the DIP Lenders grant Delphi
permission to:

   (a) deliver the 2005 audited financial statements within 150
       days after the year-end;

   (b) deliver the March 31, 2006 quarterly unaudited financial
       statements no later than June 30, 2006;

   (c) make up to $100,000,000, in the aggregate, in cash
       collateral deposits solely to satisfy Delphi's obligations
       under the UAW Special Attrition Program Agreement among
       Delphi, General Motors Corporation and the United
       Automobile, Aerospace and Agricultural Works of America,
       provided that the agreements are approved by the Court;
       and

   (d) sell and transfer inventory in the ordinary course of
       business to domestic subsidiaries that are not guarantors,
       without reducing the $15,000,000 basket for dispositions
       of assets to domestic subsidiaries that are not
       guarantors.  These transactions are subject to the
       $25,000,000 basket for Investments by Delphi and its
       guarantors to domestic subsidiaries.

A full-text copy of the Second DIP Credit Amendment is available
for free at http://ResearchArchives.com/t/s?856

         Committee's Complaint Deadline Further Extended

The Official Committee of Unsecured Creditors and JPMorgan Chase
Bank, N.A., in its capacity as Prepetition Agent, have met to
discuss the status of the Committee's investigation of the
Prepetition Debt and the Prepetition Secured Lenders' Liens.

The Debtors, the Creditors Committee, and JPMorgan agree to
extend the Committee's deadline to May 9, 2006, to file an
adversary proceeding or contested matter challenging the
validity, enforceability, priority or extent of the Prepetition
Debt or the Prepetition Agent's or the Prepetition Secured
Lenders' liens on the Prepetition Collateral.

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. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Equity Committee Wants General Motors Documents
------------------------------------------------------------
Frank L. Eaton, Esq., at White & Case LLP, in New York, tells the
U.S. Bankruptcy Court for the Southern District of New York that
Appaloosa Management L.P. and the Official Committee of Equity
Security Holders in Delphi Corporation and its debtor-affiliates'
Chapter 11 cases, should be provided with General Motors
Corporation documents.

               Appaloosa and Committee's Concerns

As reported in the Troubled Company Reporter on April 4, 2006,
the Official Committee of Unsecured Creditors of Delphi
Corporation asked the Bankruptcy Court to compel GM to produce
documents related to the property and liabilities of Delphi
Corporation.  The Committee wants to understand GM's claims
against the Debtors, as well as the Debtors' claims against GM.
According to the Committee, GM has placed certain constraints on
their ability to obtain information regarding the claims.

GM and the Creditors Committee met and conferred in good faith to
address the document requests.

In a Court-approved stipulation, the parties agree that the
Committee is authorized to seek the production of documents from
GM pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.  The scope of the production and the schedule will be
subject to further negotiation and agreement between the parties.

The Committee reserves all rights to seek, and will not be
prejudiced in any attempt to seek, further and other forms of
discovery from GM.

Appaloosa, Delphi's largest shareholder, has also expressed
concerns over the Company's commencement and prosecution of its
Chapter 11 cases.  Appaloosa charged that Delphi's management and
board of directors engaged in, and are continuing to pursue,
courses of action that are in breach of their fiduciary duties of
care, loyalty and candor, and that have resulted in, and are
continuing to inflict, material harm to Delphi and all of its bona
fide stakeholders.

            Equity Committee's Need for Information

The Equity Committee points out that the outcome of negotiations,
issues and claims arising from the Debtors' prior and ongoing
relationships with GM undoubtedly will have a substantial impact
on the direction of the Debtors' Chapter 11 cases and recoveries
to unsecured creditors and shareholders alike.  For the Debtors'
stakeholders to be in a position properly to evaluate and address
the GM-related issues, producing the GM Documents to the Official
Committee of Unsecured Creditors, Appaloosa and the Equity
Committee is required.

In response, the Debtors argue that Appaloosa has no right, as a
single party-in-interest, sufficient to justify its access to the
production of the documents requested by the Creditors Committee.

Furthermore, the Debtors point out that Appaloosa's Joinder is
untimely because it was filed after the objection deadline.

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. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DOANE PET: Mars Merger Deal Prompts S&P's Positive Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on pet food
manufacturer Doane Pet Care Co. on CreditWatch with positive
implications.

This includes the 'B+' corporate credit rating and other ratings
on the company.  CreditWatch with positive implications means that
the ratings could be affirmed or raised following the completion
of Standard & Poor's review.  Total debt outstanding at Dec. 31,
2005, was about $564 million.

The CreditWatch placement follows the company's announcement that
it has entered into an agreement to be acquired by privately held
Mars Inc.  The Company did not disclose the terms of this
agreement.  The acquisition by Mars will not include Doane's
European business, which is being sold simultaneously to a third
party.  In connection with the transaction, and subject to the
consummation of the transaction, Doane will begin tender offers
for all of its senior notes due 2010 and senior subordinated notes
due 2015.  Doane will also seek consents to certain amendments to
the indentures for those notes.

Standard & Poor's will withdraw the ratings on Doane upon
completion of the transaction, which is expected within a few
months and subject to regulatory approval, and repayment of debt.


ENRIQUE ROBLES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Enrique Rosario Robles
        Calle 48, Southeast 1197
        Reparto Metropolitano
        San Juan, Puerto Rico 00921

Bankruptcy Case No.: 06-01243

Chapter 11 Petition Date: April 26, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P.O. Box 9023115
                  San Juan, Puerto Rico 00902-3115
                  Tel: (787) 724-2867
                  Fax: (787) 724-2453

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

Estimated Debts:  $1 Million to $10 Million

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


EQUUS CAPITAL: Moody's Lifts Ba1 Rating on $88.5 Notes to Baa1
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of these notes
issued in 2000 by Equus Capital Funding Ltd., a high yield
collateralized bond obligation issuer:

   * The $88,500,000 Class A-2 Senior Secured Floating
     Rate Term Notes, Due 2010

     Prior Rating: Ba1, on watch for possible upgrade
     Current Rating: Baa1

According to Moody's, the rating action reflects the improvement
in the credit quality of the transaction's underlying collateral
portfolio, consisting primarily of high yield bonds, as well as
the ongoing delevering of the transaction.


FREEPORT-MCMORAN: DBRS Confirms BB (Low) Rating on Senior Notes
---------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Freeport-
McMoRan Copper & Gold Inc. at BB (low).  The trend is Stable.

   * Senior Notes -- Confirmed BB (low)

Freeport has strengthened its financial profile using its record
2005 cash flow from operations to reduce its debt; however, the
rating continues to be constrained by the political and
environmental risks that stem from the Company's mine operations
in Indonesia.

The ongoing threat of civil unrest, legal actions, terrorism, and
other instabilities are risks that can only be partially managed
or mitigated by the Company.  DBRS notes that in February 2006,
Freeport suspended operations at the mine for three days because
of a road blockage by protesting local residents.  Concerns have
also been raised regarding Freeport's tailings disposal system.
The rating is also constrained by the Company's reliance on the
Grasberg complex as its only mining operation.

The Company continues to strengthen it balance sheet: in 2005,
Freeport retired $493 million of long-term debt and convertible
securities and repurchased $75 million of its common shares. These
transactions decreased the Company's gross leverage from 68% at
year-end 2004 to 48% at year-end 2005.  However, even this reduced
level of debt is still high for a cyclical company.

In 2005, cash flow to total debt was very strong, fuelled by the
record results, at 0.82 times.  Record profitability in 2005 was
driven by top-of-the-cycle copper and gold prices and record
volumes.

In 2005, the Grasberg operations benefited from access to higher-
grade copper and gold ore.  Freeport's production costs are very
low: the net cash production cost per pound of copper is
frequently less than $0.10/lb.  Even in a low price environment,
Freeport was able to produce profits.

In the current strong copper and gold pricing environment,
Freeport should continue to produce strong financial results.
Capex, which is expected to trend down in coming years, will be
approximately $250 million in 2006, about the same as the
Company's depreciation charges.  With another strong year of
operating cash flows, free cash should be available for debt
repayment, share buybacks, dividends, or additions to cash
balances in 2006.

In light of the favourable copper and gold pricing environment,
DBRS expects Freeport's balance sheet to continue to improve over
the near term, while coverage metrics should benefit from both
lower debt levels and strong cash-flow generation.


GLOBAL EXPLORATION: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Global Exploration, LLC
        10 Quail Drive
        Ona, West Virginia 25545

Bankruptcy Case No.: 06-30072

Chapter 11 Petition Date: April 20, 2006

Court: Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  Supple Law Offices
                  2768 U.S. Route 35
                  Southside, West Virginia 25187
                  Tel: (304) 661-0656

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
   David D. Hutchinson                          $630,000
   P.O. Box 700896
   St. Cloud, FL 34770

   Estate of Buffalo Properties, LLC              $2,000
   c/o Robert L. Johns
   Chapter 7 Trustee
   216 Brooks Street
   Charleston, WV 25301

   Petty's Supply, Inc.                           $2,000
   5824 Burkesville Road
   Columbia, KY 42728


GRAND WIRELESS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Grand Wireless, Inc.
        267 Boston Road North
        Billerica, Massachusetts 01862

Bankruptcy Case No.: 06-40593

Type of Business: The Debtor is a retailer of cellular
                  telephones and accessories.

Chapter 11 Petition Date: April 21, 2006

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Thomas J. Raftery, Esq.
                  Law Office of Thomas J. Raftery
                  P.O. Box 550
                  Carlisle, Massachusetts 01741-0550
                  Tel: (978) 369-4404
                  Fax: (978) 369-7816

Total Assets: $1,009,202

Total Debts:  $3,637,434

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   The Boston Globe                           $102,452
   P.O. Box 2378
   Boston, MA 02107-2378

   Verizon Information Services               $100,858
   Verizon Yellow Pages
   P.O. Box 64809
   Baltimore, MD 21264-4809

   American Express                            $93,629
   2965 West Corporate Lakes Boulevard
   Account # 90713
   Weston, FL 33331-3626

   Rhode Island                                $90,532
   Division of Taxation
   One Capitol Hill, Suite 4
   Providence, RI 02908-5800

   Yellow Book New York                        $90,319
   P.O. BOX 580
   Newark, NJ 07101-0580

   Holyoke Mall Company L.P.                   $88,319
   M & T Bank
   P.O. Box 8000
   Department 975
   Buffalo, NY 14267

   Motorola Cellular                           $85,000
   c/o United Mercantile Agencies
   600 South 7th Street K Dant
   Louisville, KY 40201-1672

   Carlyle Swansea Partner LLC                 $79,648

   Cellstar Ltd.                               $77,938

   Brightstar US                               $64,740

   4925 Mayflower Square One LLC               $61,130

   USA Wireless Technologies                   $54,623

   Lanesborough Enterprises                    $51,207

   Halifax Realty                              $37,102

   4924 Mall At Liberty Tree LLC               $35,541

   Verizon                                     $31,026

   The Herald News                             $28,292

   North Dartmouth L.L.C                       $27,933

   Platinum Plus For Business                  $26,711

   Cardmember Service                          $26,463


GTSI CORP: Ernst & Young Raises Going Concern Doubt
---------------------------------------------------
Ernst & Young LLP in McLean, Virginia, raised substantial doubt
about GTSI Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2004, and 2005.  The auditors pointed to the
company's net loss, and defaults of certain covenants in its bank
loan agreements as of Jan. 31, 2006.

                        Bank Loan Defaults

As of Dec. 31, 2005, the Company had a $135 million revolving
Credit Facility with a group of banks that expires on May 31,
2006.  At that date, the company had a $41.2 million available
credit.

The Credit Facility includes a revolving line of credit and a
provision for inventory financing of vendor products.  Borrowing
under the Revolver is limited to 85% of eligible accounts
receivable.  The Revolver is secured by substantially all of the
Company's assets.

Borrowing under the Wholesale Financing Facility is limited to
100% of the value of GTSI's inventory and was $29.5 million as of
Dec. 31, 2005, and is included in accounts payable in the
accompanying consolidated balance sheets.

The Wholesale Financing Facility is secured by the underlying
inventory.

The Credit Facility carried an interest rate indexed to the London
Interbank Offered Rate plus 1.75 percentage points.

The Credit Facility also contains certain covenants as well as
provisions specifying compliance with certain quarterly and annual
financial ratios.

During the year ended Dec. 31, 2005, GTSI signed four amendments
to the Credit Facility to change the size of the facility, add
additional lenders to the syndicate, change certain debt
covenants, and extend the expiration date.

During the year ended Dec. 31, 2004, the Company and its lenders
signed three amendments to the Credit Facility to add a new lender
and add GTSI's wholly owned subsidiaries, TLI and GTSI Financial
Services, as borrowers.

At Dec. 31, 2005, and 2004, GTSI's interest rate under the Credit
Facility was 6.1% and 4.2%, respectively.  The weighted average
interest rates for the years ended Dec. 31, 2005, 2004, and 2003,
were 5.1%, 3.2% and 3.0%, respectively.

GTSI was in compliance with all financial covenants set forth in
the Credit Facility as of Dec. 31, 2005.

However, as of Jan. 31, 2006, the Company defaulted on the
following financial covenants under the Credit Facility:

   -- maximum funded indebtedness to EBITDA,
   -- minimum EBIT to net sales, and
   -- minimum tangible net worth.

GTSI's lenders requested the execution of an agreement to
temporarily forbear them from enforcing their rights and remedies
as a result of the events of default.

Subsequent to Dec. 31, 2005, a forbearance agreement was executed
between GTSI and its lenders.  GTSI's lenders have notified the
Company that the revolving Credit Facility will terminate on the
annual renewal date of May 31, 2006.

                        NASDAQ Delisting

On April 3, 2006, GTSI defaulted on a covenant under the Credit
Agreement when the Company received a staff determination letter
from the NASDAQ National Market stating that because GTSI had not
filed its Annual Report on Form 10-K for 2005 with the SEC, as
required by Market Place Rule 4310(c)(14), GTSI's common stock is
subject to delisting from the NASDAQ National Market.

The Company has requested a hearing with NASDAQ which should stay
the delisting pending the determination of NASDAQ's hearing panel.
While there is no assurance, management expects to avoid delisting
of the Company's common stock from the NASDAQ National Market by
the filing of this Form 10-K.

                            Financials

The company reported a $15,999,000 net loss on $886,263,000 of
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $306,657,000
in total assets, $231,963,000 in total liabilities, and
$74,694,000 in total stockholders' equity.

A full-text copy of GTSI Corp.'s 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?855

GTSI Corp. -- http://www.gtsi.com/-- is an information technology
product and solutions aggregator, combining best of breed products
and services to produce solutions that meet government's evolving
needs.  GTSI has focused exclusively on Federal, State, and Local
government customers worldwide, offering a broad range of products
and services, an extensive contract portfolio, flexible financing
options, global integration and worldwide distribution.  GTSI's
unique Technology Practices consisting of certified experts,
deliver solutions to support government's critical transformation
efforts.


GUNDLE/SLT ENVIRONMENTAL: Moody's Ups Rating of $150MM Notes to B3
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Gundle/SLT
Environmental, Inc.  The upgrades acknowledge GSE's significant
reduction in financial leverage from cash flow generated by
operations since Moody's prior rating action in May 2004.

Despite potential business challenges in the near to medium term,
the company's improved financial profile should provide cushion to
absorb potential adverse fluctuations in performance.

The upgrade of the liquidity rating to SGL-2 from SGL-3 reflects
Moody's expectation of good liquidity throughout the next twelve
months as GSE's internal sources of cash plus satisfactory
availability under the $40 million committed revolver should amply
satisfy mandatory cash requirements.

Moody's took these rating actions:

   * Upgraded to B1 from B3 $40 million guaranteed senior secured
     revolving credit facility due 2009;

   * Upgraded to B1 from B3 $18 million guaranteed senior secured
     term loan due 2010;

   * Upgraded to B3 from Caa1 $150 million 11% guaranteed senior
     unsecured notes due 2012;

   * Upgraded to B2 from B3 the Corporate Family Rating;

   * Upgraded to SGL-2 from SGL-3 the speculative grade liquidity
     rating;

The rating outlook is stable.

Further sustained improvements in financial leverage with adjusted
debt to EBITDA falling below four times, along with sustainable
free cash flow to debt ratios of the order of 10% could lead to a
positive ratings outlook.

Weaker than expected sales or cash generation, material increases
in leverage, debt-financed acquisitions, or the payment of
dividends to shareholders could put negative pressure on the
company's ratings.  In addition, if the ratio of free cash flow to
debt is anticipated to fall materially below 5% for a prolonged
period, the rating could be downgraded.

For further detail, refer to Moody's credit opinion and
Speculative Grade Liquidity Assessment for Gundle/SLT
Environmental, Inc.

Gundle/SLT Environmental, Inc., based in Houston, Texas, is a
global manufacturer, marketer, and installer of geosynthetic
lining products and services, which are used in containment
systems for the prevention of groundwater contamination and for
the confinement of water, industrial liquids, solids and gases.
The company also manufactures and sells nonwoven textiles as roll
goods and for use in its geocomposite products.  GSE had revenue
of $318 million for fiscal 2005 and sells to customers in ninety
countries.


HARRIS CORP: Moody's Withdraws (P)Ba1 Preferred Shelf Rating
------------------------------------------------------------
Moody's Investors Service affirmed Harris Corporation's long term
debt rating and revised the outlook to positive from stable.
Moody's also withdrew the ratings on Harris' $500 million
universal shelf registration which has been replaced with a new
universal shelf registration which is not rated.

Ratings affirmed include:

   * Senior Unsecured rating at Baa2
   * Senior Unsecured MTN program at Baa2
   * Commercial Paper rating at Prime-2

Ratings withdrawn include:

   * Senior Unsecured Shelf at (P)Baa2
   * Subordinated Shelf (P)Baa3
   * Preferred Shelf (P)Ba1

The outlook revision reflects the progress that Harris has made in
growing both revenues and operating margins across all of its
divisions over the last several years.  The improved outlook is
supported by the strong growth in revenues and profitability in
the RF division, the continued strong cash generation from the
government business, and the more comprehensive product offerings
in the broadcast segment.

The outlook reflects Moody's expectation that Harris will:

   i) continue to generate meaningful free cash flow relative to
      debt levels;

  ii) resume growth in its government business;

iii) maintain the strong momentum in the RF business; and

  iv) continue to improve the profitability of its microwave and
      broadcast businesses.

The outlook also reflects expectations that any future
acquisitions will result in only modest increases in leverage.

Over the last several years, Harris has improved performance
across all of its divisions.  In the RF division, the success of
the company's Falcon radios has contributed to division revenues
growing at a compound annual growth rate of approximately 20% from
F2001 -- F2005.  In the same period RF division operating margins
have expanded to 31% from 15%.  Harris' Government Communications
segment has also experienced a strong 17% CAGR during this period.
Through acquisitions, Harris has improved the product offering of
its broadcast segment which is expected to deliver improved
profitability.  Finally, the TRuepoint series of radios that
Harris has introduced are expected to help Harris continue to
improve the performance of the microwave segment.

The ratings continue to be supported by:

   -- solid operating performance from Harris' Government
      Communications Systems and RF Communications Divisions;

   -- the company's established market presence and improved
      performance in broadcasting systems; and

   -- the consistent cash flow generation from Harris' government
      businesses.

The ratings are constrained by:

   -- the large portion of revenues that are subject to federal
      defense related spending;

   -- the rapidly evolving end markets for communications and
      broadcasting equipment and technology;

   -- the ongoing price competition for telecom equipment which
      affects microwave operating performance; and

   -- competition from larger, well capitalized competitors in
      each of Harris' business segments.

Located in Melbourne, Florida, Harris Corporation provides
communication equipment and services to government and commercial
markets.  The company had $3 billion in revenue in fiscal 2005.


HAWAIIAN HOLDINGS: Completes Redemption of $52.3 Mil. Sub. Notes
----------------------------------------------------------------
Hawaiian Holdings, Inc. (Amex: HA; PCX), parent company of
Hawaiian Airlines, Inc., completed, on April 21, 2006, the
redemption of all of its outstanding subordinated convertible
notes due in 2010.

In March 2006, Hawaiian reached agreements on a restructuring of
its Term A and Term B credit facilities that increased the amounts
available under those facilities.  The financing proceeds from the
amended credit facilities were used in part to redeem the
remaining subordinated convertible notes originally issued in
conjunction with Hawaiian's emergence from bankruptcy in June
2005.

                     Terms of the Financing

Under the terms of the financing, redemption of the notes required
payment of 105% of the $52.3 million principal amount outstanding
plus accrued interest, resulting in a total redemption outlay of
$55.9 million.  The transaction will result in a one-time charge,
which will be recognized in the second quarter of 2006 as a result
of writing off the remaining unamortized debt discount recorded
upon issuance of the notes.

Had the notes not been redeemed they would have become convertible
on June 2, 2006 into approximately 12 million shares of the
Company's common stock at a conversion price of $4.35.

"The redemption of these notes helps complete a restructuring of
our balance sheet which commenced in March with the expansion of
Hawaiian Airlines' term loan borrowings," said Peter Ingram, the
Company's Chief Financial Officer.  "These notes were designed as
a bridge financing to facilitate Hawaiian's exit from bankruptcy.
With the support of our lenders we have redeemed the notes, and
avoided significant dilution to our shareholders had the notes
been converted.  We are extremely pleased with this outcome and
the financial flexibility afforded by the recent changes to our
balance sheet."

                     About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Hawaii (Case No. 03-00827) on March 21, 2003.  Joshua
Gotbaum serves as the chapter 11 trustee for Hawaiian Airlines,
Inc.  Mr. Gotbaum is represented by Tom E. Roesser, Esq., and
Katherine G. Leonard, Esq., at Carlsmith Ball LLP and Bruce
Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq.,
and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.
The Bankruptcy Court confirmed the Chapter 11 Trustee's Plan of
Reorganization on March 10, 2005.  The Plan took effect on June 2,
2005.


INTEGRATED ALARM: S&P Puts Low-B Ratings on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate
credit and 'B-' senior secured second-lien debt ratings on
Albany, New York-based Integrated Alarm Services Group Inc. on
CreditWatch with negative implications.

"The CreditWatch listing is driven by uncertainty surrounding
IASG's operating prospects given continued underperformance in
alarm-contract acquisitions, heightened attrition rates, and
anticipation of a near-term assessment by Allen & Company, an
independent investment bank hired to explore strategic options for
the company," said Standard & Poor's credit analyst Ben Bubeck.

Additionally, the company recently announced a management
restructuring, which will result in the exit of the existing
chairman and chief executive officer on May 31, 2006, and
president and vice chairman of the board on May 1, 2006.

IASG's new CEO, who will serve as special advisor to the board of
directors until the existing CEO leaves at the end of May, is
expected to spend the next 60 to 90 days assessing the business
and determining the likelihood that the company will be able to
meet the plans for 2006 laid out earlier this year.  Standard &
Poor's will continue to monitor the management transition and
review the recommendations of Allen & Company, when announced, and
will meet with new management to discuss the intermediate- and
long-term strategic direction of the company in order to resolve
the CreditWatch listing.


IRIDIUM OPERATING: Has Until July 4 to File Chapter 11 Plan
-----------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York extended until July 14, 2006, the
period within which Iridium Operating LLC and its debtor-
affiliates have the exclusive right to file a chapter 11 plan.
The Debtors also have until Sept. 7, 2006, to solicit acceptances
for the plan.  This is the 24th extension of the Debtors'
exclusive periods.

Andrew Goldman, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, in Washington, D.C., reminded the Court that the Debtors
halted negotiations on their plan when they had to focus their
efforts to the sale of their assets and their litigation with
Motorola, Inc.

                   What Kept the Debtors Busy

The Debtors sold substantially all of their assets, valued at
$5 billion, to Iridium Satellite, LLC, for $25 million in
December 2000.  Iridium Satellite is in no way connected to the
Debtors.  The Official Committee of Unsecured Creditors sued
Motorola for $8 billion, in July 2001, alleging ten different
causes of action.  Motorola is Iridium's principal investor.  The
lawsuit is still pending.  The Debtors signed a settlement with
The Chase Manhattan Bank and the rest of their senior secured
lenders resolving a suit commenced by the Creditors Committee in
the Debtors' behalf, seeking to avoid liens on $154.6 million of
the Debtors' assets.  The Bankruptcy Court has approved the
Settlement Agreement.  The U.S. District Court for the Southern
District of New York affirmed the decision after Motorola appealed
the Bankruptcy Court's decision.  Motorola has brought the issue
to the U.S. Court of Appeals for the Second Circuit.

Mr. Goldman told the Court that the preference litigation is
largely completed.  The Debtors were able to recover $18 million
as a result of 275 cases filed.

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  William J.
Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer, Cutler &
Pickering represent the Debtors in their restructuring efforts.
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP represent
the petitioning creditors: Magten Partners, Wall Financial
Investments (USA) Ltd., and Canyon Capital Advisors LLC, as Fund
Manager for The Value Realization Fund, L.P.  Bruce Weiner
Rosenberg, Esq., at Musso & Weiner, LLP, represent the Official
Committee of Unsecured Creditors.


JOHN HENRY: S&P Junks Rating on $22 Million Sr. Secured Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Multi Packaging Solutions Inc.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and its recovery rating of '2' to wholly owned subsidiary,
John Henry Holdings Inc.'s $121.5 million first-lien senior
secured credit facilities.  The 'B' rating is the same as the
corporate credit rating; this and the '2' recovery rating indicate
that lenders can expect substantial (80%-100%) recovery of
principal in the event of a payment default.

Standard & Poor's also assigned its 'CCC+' bank loan rating and
'4' recovery rating to John Henry Holdings' $22 million second-
lien senior secured credit facilities, indicating the likelihood
of a marginal (25%-50%) recovery of principal in the event of a
payment default.

Proceeds of the term loans, together with common and preferred
stock of $28.7 million, were used to finance the acquisitions of
Steketee-Van Huis Inc. and of National Graphics Inc. (d/b/a
Hilltop Press), as well as to refinance the existing credit
facility and for fees and expenses.

"The ratings on MPS reflect its relatively narrow scope of
operations and modest sales base, competition that includes some
larger and financially stronger companies, considerable customer
concentration, and the risks associated with an acquisitive growth
strategy," said Standard & Poor's credit analyst Robyn Shapiro.
"These negatives are partially offset by the company's manageable
debt maturity schedule, efficient business model with a growing
emphasis on value-added products and services, and an experienced
senior management team with previous acquisition and integration
experience."

With annual sales of about $240 million pro forma for
acquisitions, New York, New York-based MPS provides specialty
print-based packaging for a range of end markets, including:

   * pharmaceutical,
   * multimedia, and
   * value-added consumer applications.

The company concentrates on higher-margin applications in these
relatively stable end markets, where packaging is an important
feature but a minor component of overall product costs.  In
addition, stringent quality standards and regulatory requirements
for pharmaceutical packaging and inserts foster customer loyalty.
The company's digital printing capabilities and extensive digital
library of images are differentiating features and have helped MPS
obtain a leading market position in the horticultural (grower and
floral) end market.  MPS was formed in 2004 and is a private
company, principally owned by Bear Stearns Merchant Banking.


KANSAS CITY SOUTHERN: S&P Rates $371 Million Financing at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Kansas City Southern Railway Co.'s $371
million bank financing.  The financing, which consists of:

   * a $246 million term loan B facility; and
   * a $125 million revolving credit facility,

is rated 'BB-' (two notches higher than the 'B' corporate credit
rating on Kansas City Southern Railway Co. and parent Kansas City
Southern) with a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.

The bank loan ratings are also on CreditWatch with negative
implications, along with all other Kansas City Southern ratings.
The bank financing will replace an existing credit facility of the
same size.

"The renegotiation of the credit facility resolves certain recent
covenant issues and should provide the company with increased
flexibility," said Standard & Poor's credit analyst Lisa Jenkins.
"However, liquidity remains constrained due to bond indenture
restrictions."

Ratings on Kansas City Southern, including the 'B' corporate
credit rating, were initially placed on CreditWatch with negative
implications on April 4, 2006; ratings were lowered and kept on
CreditWatch with negative implications on April 10, 2006.  The
downgrade reflected increased concerns regarding the railroad
company's liquidity position.  In its 10-K filed April 7, 2006,
Kansas City Southern disclosed that its total liquidity was about
$68 million at Dec. 31, 2005, and that liquidity was further
reduced on March 31, 2006, by various payments totaling $44
million.

Ratings List:

  Kansas City Southern:

   Corporate credit rating -- B/Watch Neg/--

  Kansas City Southern Railway Co.:

   Corporate credit rating -- B/Watch Neg/--

Ratings Assigned:

  Kansas City Southern Railway Co.:

   * Senior secured bank loan -- BB-/Watch Neg
   * Recovery rating -- 1


LEAR CORP: Earns $17.9 million in Quarter Ended April 1, 2006
-------------------------------------------------------------
Lear Corporation reported net sales of $4.7 billion and pretax
income of $14.8 million for the first quarter of 2006.  These
results compare with net sales of $4.3 billion and a pretax loss
of $2.9 million for the first quarter of 2005.  During the
quarter, restructuring costs were offset by gains on the sales of
Lear's interests in two joint ventures.

The Company earned $17.9 million of net income for the first
quarter of 2006.  This compares with net income of $15.6 million
for the first quarter of 2005.  Results for the first quarters of
2006 and 2005 include one-time tax benefits of $8.6 million and
$17.8 million, respectively.

The increase in net sales primarily reflect new business globally,
partially offset by unfavorable platform mix, as well as the
adverse impact of a weaker Euro compared with a year ago.
Operating performance improved from the year earlier results
primarily due to the increase in sales and the benefits of
Company-wide efficiency initiatives.  These improvements were
partially offset by the negative operating performance of the
Company's Interiors segment.

As reported in the Troubled Company Reporter on April 27, 2006,
Lear announced the closing of a $1 billion six-year term loan
facility from a syndicate of lenders.  The proceeds will be used
to refinance upcoming debt maturities.

During the quarter, the Company also made progress on strategic
priorities by agreeing in principle to contribute substantially
all of its European Interiors business to International Automotive
Components Group, Lear's joint venture with WL Ross & Co. LLC and
Franklin Mutual Advisers LLC.  Lear expects to receive a minority
equity stake in the joint venture.

Lear also continued to grow and diversify its sales with new Asian
business, including groundbreaking for a new joint venture
facility in North America to support future seating business with
Nissan and several new programs in Asia.

"While the industry environment and the performance of our
Interiors segment remained challenging, we were able to improve
our Seating segment and maintain solid performance in our
Electronic and Electrical segment.  Going forward, we will
continue to focus on improvements in cost, quality and service, as
well as sales growth and customer diversification," said Bob
Rossiter, Lear Chairman and Chief Executive Officer.  "Our
customer-focused strategy and emphasis on quality resulted in
awards from GM, Toyota, Volvo, Honda, VW and Mahindra & Mahindra
in the first quarter and continues to be the catalyst for growing
our future business."

Free cash flow was negative $91.3 million for the first quarter of
2006, reflecting the seasonality of working capital, the launch of
the GM large sport utility vehicles and cash costs for
restructuring.

                      Full-Year 2006 Outlook

Lear expects record worldwide net sales in 2006 of approximately
$17.7 billion, reflecting primarily the addition of new business
globally, partially offset by unfavorable platform mix and the
adverse impact of foreign exchange.

Lear anticipates 2006 income before interest, other expense,
income taxes, impairments, restructuring costs and other special
items to be in the range of $400 to $440 million.  This compares
with $325 million a year ago.  Restructuring costs for 2006 are
estimated to be in the range of $120 to $150 million.  A
reconciliation of core operating earnings to pretax loss for 2005
as determined by generally accepted accounting principles is
provided in the attached supplemental data pages.

Interest expense is estimated to be in the range of $220 to $230
million, compared with $183 million last year.  Pretax income
before impairments, restructuring costs and other special items is
estimated to be in the range of $120 to $160 million.  This
compares with $97 million last year.  A reconciliation of pretax
income before impairments, restructuring costs and other special
items to pretax loss for 2005 as determined by generally accepted
accounting principles is provided in the attached supplemental
data pages.  Cash taxes are expected to be between $80 and $100
million, compared with $113 million last year.

Free cash flow is expected to be positive for the year, in the
range of $50 to $100 million, compared with negative $419 million
a year ago.  This reflects improved earnings, lower capital
spending, reduced tooling and engineering costs and improved net
working capital, offset in part by higher cash costs for
restructuring.

Capital spending in 2006 is estimated at approximately $400
million, down from last year's peak level due primarily to lower
launch activity.  Depreciation and amortization are estimated in
the range of $410 to $420 million, compared with $393 million last
year.

                         About Lear Corp

Headquartered in Southfield, Michigan, Lear Corporation
(NYSE: LEA) -- http://www.lear.com/-- is one of the world's
largest suppliers of automotive interior systems and components.
Lear provides complete seat systems, electronic products and
electrical distribution systems and other interior products.  With
annual net sales of $17.1 billion, Lear ranks #127 among the
Fortune 500.  The Company's world-class products are designed,
engineered and manufactured by a diverse team of 115,000 employees
at 282 locations in 34 countries.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's affirmed the 'B+' rating on the $1 billion
first-lien term loan.  Standard & Poor's corporate credit rating
on Lear Corp. is B+/Negative/B-2.  The speculative-grade rating
reflects the company's depressed operating performance caused by
severe industry pressures.


LG.PHILIPS DISPLAYS: Committee Taps Otterbourg as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
LG.Philips Displays USA, Inc.'s chapter 11 case asks the United
States Bankruptcy Court for the District of Delaware for authority
to employ Otterbourg, Steindler, Houston & Rosen, P.C., as its
lead bankruptcy counsel.

Otterbourg Steindler will:

   a. assist and advise the Committee in its consultation with
      the Debtor relative to the administration of the case;

   b. attend meetings and negotiate with the representative of
      the Debtor;

   c. assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   d. assist the Committee in the review, analysis and
      negotiation of any plan of reorganization or asset
      acquisition proposals that may be filed, and assist the
      Committee in the review, analysis and negotiation of the
      disclosure statement accompanying any plan of
      reorganization;

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

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

      -- possible prosecution of actions on its behalf;

      -- if appropriate, negotiations concerning all litigation
         in which the Debtor is involved; and

      -- if appropriate, review and analysis of claims filed
         against the Debtor's estate;

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

   h. appear before the Court, Appellate Courts, and the U.S.
      Trustee as appropriate, and protect the interests of the
      Committee before those courts and before the U.S. Trustee;
      and

   i. perform all other necessary legal services in the case.

Scott L. Hazan, Esq., a member at Otterbourg Steindler, tells the
Court that the Firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Partner/Counsel               $490 - $725
      Associate                     $240 - $525
      Paralegal/Legal Assistant     $125 - $195

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

Mr. Hazan can be reached at:

      Scott L. Hazan, Esq.
      Otterbourg, Steindler, Houston & Rosen, P.C.
      230 Park Avenue, 29th Floor
      New York, New York 10169
      Tel: (212) 661-9100
      Fax: (212) 682-6104
      http://www.oshr.com

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


LG.PHILIPS DISPLAYS: Committee Wants Blank Rome as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
LG.Philips Displays USA, Inc.'s chapter 11 case asks the United
States Bankruptcy Court for the District of Delaware for authority
to employ Blank Rome LLP as its bankruptcy co-counsel, nunc pro
tunc to March 28, 2006.

Blank Rome will:

    a. advise the Committee regarding the administration of the
       Debtor's chapter 11 case and exercise oversight with
       respect to the Debtor's affairs including all issues
       arising from or impacting the Debtor or the Committee;

    b. prepare on behalf of the Committee all necessary
       applications, motions, orders, reports and other legal
       papers;

    c. appear in the Court and at meetings of creditors;

    d. review, negotiate, formulate, and draft any plans or
       reorganization or asset sales;

    e. investigate the assets, liabilities, financial condition
       and operating issues concerning the Debtor; and

    f. perform all of the Committee's duties and powers in
       conjunction with the Debtor's chapter 11 case.

The Committee tells the Court that Blank Rome will coordinate its
efforts with Otterbourg, Stendler, Houston & Rosen, P.C., in order
to avoid any unnecessary duplication of services.

Bonnie Glantz Fatell, Esq., a partner at Blank Rome, tells the
Court that the Firm's professional bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                     $485 - $585
         Associates                   $210 - $475
         Paralegals                   $190 - $265

Ms. Fatell assures the Court that her firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc., is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


MARY EWING: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mary Jane Ewing
        aka M. J. Ewing
        dba Ewing Leasing Company
        P.O. Box 305
        Augusta, Michigan 49012

Bankruptcy Case No.: 06-01776

Type of Business: The Debtor is an affiliate of George Ewing,
                  Inc., which filed for bankruptcy protection
                  on Dec. 18, 2005 (Bankr. W.D. Mich. Case No.
                  05-19816).

Chapter 11 Petition Date: April 21, 2006

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Martin L. Rogalski, Esq.
                  Martin L Rogalski P.C.
                  1881 Georgetown Center
                  Jenison, Michigan 49428
                  Tel: (616) 457-4410

Total Assets:   $893,141

Total Debts:  $2,966,419

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Fifth Third Bank                 Personal guaranty   $2,378,634
Attn: James Vantine, Esq.        of Business Debt
Miller, Canfield,                of George Ewing,
Paddock & Stone, PLC             Inc.
444 West Michigan Avenue
Kalamazoo, MI 49007

American One CU                  Advance Motorhome     $132,574
718 East Michigan                Business - Loan
Jackson, MI 49201                proceeds used in
                                 George Ewing, Inc.

Kellogg Community Federal CU     Advance Motorhome     $116,814
P.O. Box 140                     Business - Loan
Battle Creek, MI 49016           Proceeds Deposited
                                 to George Ewing, Inc.

National City                    Personal Guaranty      $27,000
                                 of Merchandise

Citi Cards                       Business Expenses      $17,663

Chase                            Business Expenses      $13,731

State of Michigan                2003 Income Tax        $12,233
Michigan Treasury Collections

Discover                         Credit Card             $9,478

US Bank                          Business Expense        $6,067

TLC Eye Care & Laser Centers     Medical Service           $215


ML CLO: Moody's May Downgrade Rating on $10 Million Class C Notes
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings on these notes issued in 1998 by ML CLO Series 1998-
Pilgrim America-2, a high yield collateralized loan obligation
issuer:

   1) The $14,000,000 Class B-1 Fixed Rate Third Senior Secured
      Notes due 2009

      Prior Rating: Ba3
      Current Rating: Ba3, on watch for possible upgrade

   2) The $31,000,000 Class B-2 Floating Rate Third Senior
      Secured Notes due 2009

      Prior Rating: Ba3
      Current Rating: Ba3, on watch for possible upgrade

Moody's also placed on watch for possible downgrade the rating on
these notes issued by ML CLO Series 1998-Pilgrim America-2:

   3) The $10,000,000 Class C Fixed Rate Fourth Senior Secured
      Notes due 2009

      Prior Rating: Caa3
      Current Rating: Caa3, on watch for possible downgrade

The rating actions with respect to the Class B-1 and Class B-2
notes reflect the significant delevering of the transaction which
more than offset the unfavorable aspects of the transaction's
performance, according to Moody's.

The rating action with respect to the Class C notes reflect the
deterioration in the credit quality of the transaction's
underlying collateral portfolio, as well as the occurrence of
asset defaults and par losses, and the continued failure of
certain collateral and structural tests, according to Moody's.
Although the delevering of the transaction has more than offset
the unfavorable aspects of the transaction's performance with
respect to the Class B-1 and Class B-2 notes, it has not done so
for the Class C notes given the subordination of those notes in
the transaction's capital structure.


MMI PRODUCTS: Agrees to Sell Interests to Oldcastle Building
------------------------------------------------------------
MMI Products, Inc., reported that the stockholders of its parent
company, Merchants Metals Holding Company, agreed to sell their
interests to Oldcastle Building Products, Inc., the North American
operation of CRH plc.  CRH is a leading worldwide producer and
distributor of building products and construction materials, with
2005 sales of over $17 billion.  MMI will become the foundation of
a fifth product group for CRH's Americas Products & Distribution
Division.

Concurrently with the closing of the transaction, MMI's revolving
credit facility will be repaid and its senior subordinated notes
will be called for redemption.  The closing of the transaction is
expected to occur soon.

"This transaction not only accomplishes the financial
restructuring that has been a key objective of the Company, but
also provides a wonderful opportunity for the future growth of the
various MMI businesses and for the personal development of its
employees," John Piecuch, president and CEO of MMI, said.  "The
Company's improved financial position should enable MMI to
continue to expand its product and geographic profile and to
provide an even better value proposition for its various customer
constituents."

                         About Oldcastle

Headquartered in Atlanta, Georgia, Oldcastle Building Products,
Inc. -- http://www.oldcastle.com/-- is the North American Arm of
CRH plc, a major international producer of construction materials
and building products.  Oldcastle companies operate on more than
900 locations in 48 U.S. states and 4 Canadian provinces and have
30,000 employees.  In 2004, the Company reported sales of $7.8
billion.

                            About MMI

Headquartered in Houston, Texas, MMI Products, Inc. --
http://www.mmiproductsinc.com/-- is a leading manufacturer
and distributor of products used in the North American public
infrastructure, nonresidential and residential construction
industries with established leading market positions in each of
two reporting segments, Concrete Construction Products and Fence.
The Company's parent company, Merchants Metals Holding Company --
http://www.merchantsmetals.com/-- offers a complete line of fence
products including ornamental steel fence systems, galvanized and
color coated chain link fence, ornamental aluminum fence systems,
wood & PVC fence systems, aluminum track gates and access control
products.


MMI PRODUCTS: CRH Merger Prompts S&P to Place B- Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Houston, Texas-based MMI
Products Inc. on CreditWatch with positive implications after an
announcement by Ireland-based building-materials group CRH PLC
(BBB+/Stable/A-2) that it will acquire MMI for $350 million.

"The rating action reflects MMI's acquisition by a larger and
financially stronger entity and the expectation that MMI's $200
million of senior subordinated notes will be called for
redemption," said Standard & Poor's credit analyst Lisa Wright.
"When the transaction is completed, we will raise our corporate
credit rating on MMI and equalized it with CRH's, and we will
then withdraw the ratings on MMI."


NORTHWESTERN CORP: Babcock Merger Cues S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'BB+' corporate credit rating on electric and
gas utility NorthWestern Corp. to negative from developing
following the announcement that Babcock & Brown Infrastructure
Ltd. will acquire NorthWestern for $2.2 billion.

The ratings were originally placed on CreditWatch developing on
Dec. 6, 2005, after Black Hills Corp. offered to acquire
NorthWestern.

Sioux Falls, South Dakota-based NorthWestern had $743 million of
total rated debt as of Dec. 31, 2005.

Based on BBI's investor presentation, it expects to fund the
acquisition by issuing $505 million of new debt at an intermediate
holding company and a mix of funds from the BBI level.  Also, BBI
would assume roughly $740 million of existing NorthWestern debt.

"The negative CreditWatch reflects our opinion that NorthWestern's
credit measures, which now adequately support the 'BB+' rating,
would weaken after the transaction closes due to the incremental
$505 million of debt," said Standard & Poor's credit analyst
Gerrit Jepsen.

Standard & Poor's will resolve the CreditWatch listing after fully
reviewing BBI, the final financing of the acquisition, and
NorthWestern's resulting creditworthiness.


NRG VICTORY: Scheme Creditors' Meeting Set for May 23
-----------------------------------------------------
The High Court of Justice, Chancery Division, Companies Court in
the United Kingdom has directed that a meeting of Scheme Creditors
of NRG Victory Reinsurance Limited fka Victory Insurance Company
Limited and The Victory Company Reinsurance will be held on
May 23, 2006, at 3:00 p.m. (London Time) at:

     Clifford Chance LLP
     10 Upper Bank Street
     London E14 5JJ

Creditors will be asked to vote to approve a Scheme of
Arrangement.  A copy of the Scheme is available at:

             http://www.nrg-solventscheme.co.uk/

Scheme Creditors located in Toronto may view the meeting by video
link at the offices of Stikeman Elliot LLP in Toronto.

                        About NRG Victory

Headquartered in Ashford, England, NRG Victory Reinsurance
Limited, which is a UK general reinsurance company, ceased writing
business in March 1993.  Apart from a limited amount of direct
business written through the agency of Reinsurance Group Managers
Limited in the 1960s, the Company predominantly wrote reinsurance
business.


NUVOX INC: High Leverage Cues S&P to Assign B- Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to privately owned Greenville, South Carolina-based
competitive local exchange carrier NuVox Inc., and a 'B-' bank
loan rating to its funding conduit Gabriel Communications Finance
Co.'s $90 million of secured credit facilities.  A recovery rating
of '5' was also assigned to the loan, indicating negligible (0-
25%) recovery of principal in the event of a payment default or
bankruptcy.  The bank loan rating is based on preliminary
information, subject to receipt of final bank loan documents.

"The outlook is stable; borrowings under the bank loan will be
used to refinance existing debt, as well as for general corporate
purposes," said Standard & Poor's credit analyst Catherine
Cosentino.

The rating reflects the company's vulnerable business position and
highly leveraged financial profile.  NuVox's business risk is very
high as a CLEC facing on-going competitive threats from the much
larger, financially stronger incumbent telephone companies;
predominately BellSouth and AT&T Inc.  While NuVox has provided
tailored communications services and customer care, NuVox's
prime differentiator in light of such significant competition has
been its lower service prices.  As such, accelerated marketing by
regional Bell operating companies AT&T Inc. and BellSouth (pending
the merger into AT&T Inc.) could place added pressures on NuVox's
prices and margins over the next few years.  In light of such
substantial business risk, the company's financial resources are
very limited given on-going capital requirements to support
customer growth.  Moreover, the company's cost structure could be
adversely affected if unbundled network element pricing regulation
is further relaxed in the future.


PATH 1: Secures $1 Million Debt Financing from Laurus Master
------------------------------------------------------------
Path 1 Network Technologies Inc. (Amex: PNO) secured up to
$1 million in additional loans from Laurus Master Fund, Ltd., a
fund organized in the Cayman Islands that specializes in providing
funding to small cap companies.  Path 1 drew down $916,000 upon
the inception of this credit facility.  Laurus also agreed to
modify payment terms on its previous term loan agreement executed
in with Path 1 in December 2005, which amounts to a payment
deferral of $303,000.

"Path 1 continues to execute its market repositioning strategy
and capitalization plans," said Tom Tullie, President and CEO of
Path 1.  "As previously announced, we plan to secure additional
financing that will enable the firm to realize its full growth
potential.  This growth will be driven from the leverage of
Path 1's unique technology and insights on cost effectively
delivering high quality television content over the public
internet."

The financing consists of a revolving non-convertible secured
credit facility of up to $1 million, has a 2 year term and bears
an interest rate equal to prime plus 2.00% per annum, payable
monthly in cash.  In connection with the financing, Laurus was
also issued a seven year Warrant to purchase up to 662,252 shares
of Path 1 common stock at an exercise price of $1.51 per share.
Additionally, Laurus has agreed to postpone five months of
principal payments totaling $303,000 related to the $2.1 million
convertible term note issued in December 2005.  Monthly principal
payments will resume in September 2006.

Path 1 will file a registration statement with the Securities and
Exchange Commission for the Company's common stock underlying the
Warrants.

                      About Path 1 Network

Based in San Diego, California, Path 1 Network Technologies Inc.
-- http://www.path1.com/-- is the pioneer and leading provider of
video transport products that enable the conversion and
distribution of real-time, broadcast-quality video over Internet
Protocol through public and private networks.  From the delivery
of live MPEG-2, MPEG-4, and VC-1 standard definition and high
definition broadcasts to video on demand, Path 1's video
infrastructure platforms allow broadcasters, cable, telco,
satellite and mobile operators to transmit high-quality
point-to-point, multipoint and multiplexed video across town
or around the world.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2006,
Swenson Advisors, LLP, included a going concern qualification in
its audit opinion on Path 1 Network Technologies Inc.'s
consolidated financial statements for the fiscal year ended
Dec. 31, 2005, as a result of its operating losses during fiscal
2005 and its potential inability to raise additional sources of
capital to fund operations.


PEP BOYS: Pirate Capital Pushes for Sale and Board Changes
----------------------------------------------------------
Pirate Capital LLC, is pushing for the sale of Pep Boys - Manny,
Moe & Jack's and has expressed its intention to support Barington
Capital Group LP's plan to nominate replacements for the Company's
Board of Directors during the 2006 annual stockholders meeting,
David Shabelman at The Deal reports.  Pirate and Barington
respectively own approximately 6.7% and 8.4% of Pep Boys' stock.

Pirate blames Pep Boys' CEO, Lawrence Stevenson, and the current
Board for the Company's continuing financial difficulties.  In an
April 20 filing with the Securities and Exchange Commission,
Pirate accused Pep Boys' Board of overseeing the destruction of
significant shareholder value.

Pirate said that the Board's continued support for Mr. Stevenson
is unwarranted.  According to Pirate, Mr. Stevenson continues to
enjoy an "egregious compensation package and golden parachute"
despite his failure to turn around the Company's prospects.

Barington has been critical of Pep Boy's performance under Mr.
Stevenson's watch.  In February, Barington's Chairman and Chief
Executive Officer James Mitarotonda claimed that "the turnaround
plan implemented under [Mr. Stevenson's] leadership has been
poorly executed and unnecessarily disruptive to the Company's two
main businesses, leading to a significant decrease in shareholder
value."

                         About Barington

Barington Capital Group, LP -- http://www.barington.com/-- is an
investment management firm that primarily invests in undervalued,
small and mid-capitalization companies.  Barington represents a
group of investors that owns approximately 8% of the outstanding
common stock of The Pep Boys -- Manny, Moe & Jack.

                           About Pirate

Based in Norwalk, Connecticut,  Pirate Capital LLC --
http://www.piratecapitalllc.com/-- provides investment management
services to investment partnerships and other entities.  Thomas R.
Hudson Jr. serves as the Company's sole owner and managing member.

                          About Pep Boys

Pep Boys -- http://www.pepboys.com/-- has 593 stores and more
than 6,000 service bays in 36 states and Puerto Rico.  Along with
its vehicle repair and maintenance capabilities, the Company also
serves the commercial auto parts delivery market and is one of the
leading sellers of replacement tires in the United States.

                             *  *  *

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Standard & Poor's Ratings Services placed its ratings on Pep Boys-
Manny, Moe & Jack, including its 'B-' corporate credit rating, on
CreditWatch with developing implications.  This action follows the
company's announcement that it has hired Goldman, Sachs & Co. to
explore strategic and financial alternatives.  Standard & Poor's
will monitor developments associated with this process to assess
the implications for the ratings.


PIONEER NATURAL: Moody's Rates Pending $450 Million Notes at Ba1
----------------------------------------------------------------
Moody's assigned a Ba1 rating to Pioneer Natural Resources'
pending $450 million of 12-year senior unsecured notes and
affirmed its existing Ba1 corporate family.  The rating outlook
remains negative.  Note proceeds would fund redemption of PXD's
$350 million of 6.5% senior unsecured notes due 2008, repay bank
revolver borrowings, and for general corporate purposes.

Moody's downgraded PXD on Jan. 6, 2006, reflecting the cumulative
impact of weak reinvestment, volume, and cost performance as well
as the impact of substantial cumulative share buybacks since third
quarter 2004.  The lower rating reflects the flexibility we
believe PXD needs as it reconfigures its reserve portfolio and
capital structure as well as given the risks and duration of time
it will likely take to demonstrate sustainable sound operating
trends and reinvestment results that can grow production at sound
returns.

After closing the sale of its Argentine reserves for $675 million,
and pro-forma for the forthcoming $359 million of remaining share
buybacks under the current $1 billion program, we estimate first
quarter 2006 pro-forma debt to be in the $2.3 billion range,
including operating leases and roughly $800 million of volumetric
production payments.  Cash balances appear to exceed $300 million,
before material cash taxes this year on taxable gains on the sale
of the Argentine and Gulf of Mexico reserves.

Per Moody's global ratings methodology for independent exploration
and production firms, PXD's operating, financial, and strategy
profile maps to a Ba2 corporate family rating, though other
factors currently hold it at Ba1.  One notable strength is that
PXD has reduced leverage with asset sale proceeds.  However, it
also faces the important task of demonstrating that operating
performance from the remaining higher cost mature asset base is
supportive of a Ba1 rating.

PXD's operating scale and diversification largely map PXD to a
higher rating than the methodology's overall Ba2 rating, reduced
leverage largely maps to a higher overall methodology rating, but
the important catalysts for forward strength or weakness map to
the Ba, B, and Caa ranges.  Catalysts include all-sources and
drillbit reserve replacement costs, total unit full-cycle costs,
and, partially mitigating the escalated costs, Ba to Baa range
cash-on-cash returns which benefit from a robust up-cycle prices.

The outlook remains negative pending the completion of its share
repurchase program, clarity on its future operating performance,
and assessment of PXD's expected equity strategy at that point.
Moody's will also be monitoring Pioneer's finding and development
cost trends related to its remaining properties.  Over the last
several years, Pioneer has struggled to organically grow reserves
showing almost no additions through extensions and discoveries in
2005.  Moreover, PXD's elevated 2006 $1.3 billion capital spending
is likely to exceed cash flow with attendant implications for debt
levels.

Pioneer recently completed the sale of its deepwater GOM
properties to Marubeni Offshore Production for $1.3B and announced
completion of the disposition of its Argentina assets to Apache
for $675 million.  PXD plans to complete remaining divestitures in
the Gulf of Mexico shelf later this year or early next year while
it continues to evaluate additional add-on acquisitions.

Proceeds from the Gulf of Mexico were largely used to reduce
substantial bank debt partially incurred to fund share
repurchases.  Pioneer intends to utilize proceeds from the
Argentina property sales to finish repurchasing $9 million under
the original $650 million program and complete an additional $350
million share repurchase program as well as for capital spending.

The ratings are supported by reduced leverage, fairly durable
production after the divestiture of deep water GOM reserves;
reallocation of a larger proportion of capital spending to lower
risk activity; a very strong price environment; and by PXD's
scale, moderate onshore diversification, and a large lower risk
drilling inventory.

The ratings are constrained by:

   i) uncertainty concerning the reinvestment productivity and
      full-cycle unit economics performance of PXD's core mature
      conventional and its newer unconventional U.S. onshore
      properties forming its post-divestiture core; and

  ii) a view that PXD could require further ratings flexibility
      to consider all strategies that may be warranted as it
      strives for competitive results and equity performance.

Pioneer's decision to exit the Gulf of Mexico and Argentina and
pursue $1 billion in share repurchase activity came following the
company's decision in early 2005 to conduct three volumetric
production payments and use the proceeds to repurchase $300
million of common equity.

In addition to expanded exploitation of mature fields, PXD's
ultimate growth objectives also look to material contributions
from its handful of higher impact but higher risk, higher cost
exploration plays outside the onshore lower 48 states.  It is
premature to assess how robust the exploitation activity will be
or, naturally, to factor any contribution from the exploration
program into ratings support.

Pioneer Natural Resources is headquartered in Dallas, Texas.


PQ REALTY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: PQ Realty, LLC
        3313 Leemand Drive
        Bensalem, Pennsylvania 19020

Bankruptcy Case No.: 06-11595

Chapter 11 Petition Date: April 20, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Chief Judge Diane W. Sigmund

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Old York Realty, LLC                       $110,000
   Christopher Myers & Thomas Pinneo
   c/o David B. Veix, Jr., Esq.
   101 Poor Farm Road
   P.O. Box 391
   Princeton, NJ 08542

   William Timlen & Richard Leff               $65,000
   c/o Daniel R. Dugan, Esq.
   Spector Gadon & Rosen, P.C.
   1635 Market Street, 7th Floor
   Philadelphia, PA 19103

   James P. Benstead, Esq.                     Unknown
   Benstead & Mabon, P.C.
   124 East Court Street
   Doylestown, PA 18901

   Robert L. Grundlock, Jr., Esq.              Unknown
   Robin Ehrlich & Buckley
   731 Alexander Road
   Princeton, NJ 08540


PRIME MORTGAGE: S&P Affirms Class B-5 Certificates' CCC Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B-3 and B-4 certificates from Prime Mortgage Trust 2004-CL1 on
CreditWatch with negative implications.  At the same time, ratings
are affirmed on the remaining classes from this transaction.

The CreditWatch placements resulted from reduced projected credit
support for these classes due to high delinquencies and adverse
collateral performance.  Projected credit support reflects the
current credit support reduced by projected losses on existing
delinquencies.  As of the March 2006 distribution date, total
delinquencies were 8.49%, with 2.50% categorized as seriously
delinquent (90-plus days, foreclosure, and REO).  Using Standard &
Poor's foreclosure frequency and loss severity assumptions,
current delinquencies could translate into approximately
$2,013,729 in losses.  Should the projected losses occur, classes
B-3 and B-4 would no longer have sufficient credit support to
maintain the current ratings.

Standard & Poor's will continue to monitor the performance of this
transaction.  If the delinquent loans translate into realized
losses, Standard & Poor's will lower the ratings on the class B-3
and B-4 certificates to 'BB' and 'CCC', respectively.  If the
delinquencies decrease and do not cause additional losses, the
ratings may be taken off CreditWatch.

Credit support for this transaction is provided by subordination.
The underlying collateral consists of conventional, fully
amortizing 15- and 30-year fixed-rate mortgage loans, which are
secured by first liens on one- to four-family residential
properties.

Ratings placed on creditwatch negative:

Prime Mortgage Trust 2004-CL1

                             Rating

                 Class         To            From
                 -----         --            ----
                 B-3      BBB/Watch Neg      BBB
                 B-4      B/Watch Neg        B

Ratings affirmed:

Prime Mortgage Trust 2004-CL1

          Class                                  Rating
          -----                                  ------
          I-A-1, I-A-2, I-A-3, I-A-4, I-X        AAA
          I-PO, II-A-1, II-A-2, II-A-3, II-PO    AAA
          II-X, II-PO, III-A-1                   AAA
          B-1                                    AA
          B-2                                    A
          B-5                                    CCC


RAYMOURS FURNITURE: S&P Removes BB- Rating On Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Raymours Furniture Co. Inc., at the request of
the company.


REFCO INC: BAWAG CEO Says Creditors' Suit Not Legitimate
--------------------------------------------------------
As reported in the Troubled Company Reporter on April 27, 2006,
the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York froze BAWAG P.S.K. Group's $1.3
billion in U.S. assets after Refco Inc.'s creditors filed a suit
seeking to recover more than $1.3 billion from the bank.

The order blocks BAWAG from utilizing the assets for any use other
than ordinary business purposes.  Creditors of Refco Inc. and its
debtor-affiliates are seeking to recover more than $1.3 billion
from the Austrian bank.  The creditors accuse BAWAG of aiding a
five-year fraud orchestrated by former Refco Chief Executive
Phillip Bennett that drove the group into bankruptcy.

According to published reports, BAWAG Chief Executive Ewald
Nowotny denied that BAWAG maybe linked with Refco's collapse.  He
reiterated that BAWAG was a victim, not a perpetrator in the
collapsed commodities broker's case, adding that the bank is
"resisting vehemently against any attempt to link us to the Refco
insolvency in any way."

BAWAG is convinced that it will succeed in proving to the court
that it was a victim of massive fraud by Refco and former Refco
Chief Executive Phillip Bennett.  The bank assumes that these
facts and circumstances will be confirmed in the course of the
proceedings.

At present, BAWAG has no information about the specific contents
of the allegations made by the Refco creditors.  The bank's
lawyers will start dealing with the accusations once information
is available.

Judge Drain gave Bawag until Monday, May 1, to challenge an order
freezing its US$1.3 billion assets in the U.S.

According to Reuters, BAWAG allegedly wrote off around EUR400
million after granting a hastily arranged loan to Refco few hours
before the commodities broker revealed that Mr. Bennet had hidden
US$430 million in losses off the books.  The bank then emerged as
one of Refco's largest creditors in the group's bankruptcy
proceedings.

Mr. Nowotny said the bank's impending sale would continue despite
the lawsuit.  Analysts value BAWAG at EUR1.1 billion to EUR1.6
billion.  BAWAG, owned by the Austrian Labor Federation, had made
losses in offshore dealings since the mid-1990s but hid them since
2000.  The move triggered the resignation of the Federation's
president and its eventual sale.

BAWAG, formally known as Bank Fuer Arbeit und Wirtschaft AG,
already filed a suit in November against Refco and Mr. Bennett,
for fraud, unjust enrichment and deception in an attempt to
recover EUR350 million in credit.

                          About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.


ROGERS COMMS: Earns $14.8 million in Quarter Ended March 31
-----------------------------------------------------------
Rogers Communications Inc. earned $14.8 million of net income for
the three months ended March 31, 2006, in contrast to a loss of
$46 million for the corresponding period in 2005.

Operating revenue increased 28.4% for the quarter with growth
coming from all three of our operating units, including 20.1%
growth at Rogers Wireless, 53.2% growth at Rogers Cable and
Telecom and 9.5% growth at Rogers Media.

Consolidated quarterly operating profit grew 25.5% year-over-year,
primarily driven by 35.8% growth at Wireless, 17.1% growth at
Cable and Telecom and 15.9% growth at Media.

First quarter 2006 highlights also include:

    -- the Company's move to change its segment reporting during
       the quarter to now report financial and operating results
       under the following three operating units: Wireless; Cable
       and Telecom; and Media.  The segment reporting for Wireless
       and Media has not changed.  The Cable and Telecom operating
       unit reports results for these segments: Cable and
       Internet, Rogers Home Phone, Rogers Business Solutions and
       Video store operations;

   --  strong postpaid voice and data subscriber growth at
       Wireless, where quarterly net additions of 89,600
       Subscribers reflected a modest increase from the strong
       postpaid subscriber growth reported in the first quarter of
       2005.  Postpaid subscriber levels are up 14.8% year-over-
       year while total postpaid and prepaid subscribers are up
       11.4%, reflecting Wireless' continued focus on the more
       profitable postpaid segment of the market;

    -- continued decrease in Wireless postpaid subscriber monthly
       churn, down 43 basis points to 1.47% versus 1.90% in the
       first quarter of 2005, while postpaid monthly average
       revenue per subscriber increased 5.1% in the quarter to
       $62.20.  The increase reflects a 72% lift in data revenues,
       which represented 10.3% of total network revenue in the
       quarter as well as continued growth in roaming and
       optional services;

    -- deployment of a third-generation wireless network based
       on the Universal Mobile Telecommunications System/High-
       Speed Downlink Packet Access standard.  This network will
       provide data speeds superior to those offered by other 3G
       wireless technologies and will enable Wireless to add
       incremental voice and data capacity at significantly lower
       costs;

    -- increased subscriptions for Cable and Telecom that ended
       the quarter with nearly one-half million Home Phone
       subscriber lines, with net additions of 48,700 cable
       telephony subscriber lines and 11,400 circuit-switched
       telephony subscriber lines since Dec. 31, 2005.  Cable and
       Telecom continued to expand the availability of its Home
       Phone voice-over-cable telephony service through the first
       quarter of 2006, with service now available to
       approximately 85% of the homes in its cable service areas;

    -- Cable and Telecom added 50,000 net digital cable
       subscribers representing a 35.9% increase over the growth
       experienced during the first quarter of 2005 of 36,800,
       while residential high-speed Internet subscribers grew by
       40,300 in this quarter to a total of 1,176,500;

    -- launching of a broadband fixed wireless service in 20
       cities across Canada as the first offering enabled by
       the Company's Inukshuk joint venture.  This service gives
       customers wireless portable access to Rogers Yahoo! Hi-
       Speed Internet services at speeds up to 1.5 Mbps.

    -- repayment at maturity on Feb. 14, 2006, of $75 million
       aggregate principal amount outstanding of the Company's
       10.5% Senior Notes so that virtually all long-term debt
       resides at Cable and Telecom, Wireless and Media.

"This quarter represents a strong start for 2006 as increasing
numbers of Canadians chose Rogers as their provider of choice for
communication and entertainment services," said Ted Rogers,
President and CEO of Rogers Communications Inc.  "While in 2005 we
focused heavily on the integration of acquisitions and on
reorganizing our operations, 2006 is all about execution and
continuing to deliver on our core strategy of profitable growth
and driving innovation to add value to the lives of our
customers."

                   About Rogers Communications

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications
and media company engaged in three primary lines of business.
Rogers Wireless Inc. is Canada's largest wireless voice and data
communications services provider and the country's only carrier
operating on the world standard GSM/GPRS technology platform;
Rogers Cable Inc. is Canada's largest cable television provider
offering cable television, high-speed Internet access, voice-over-
cable telephony services and video retailing; and Rogers Media
Inc. is Canada's premier collection of category leading media
assets with businesses in radio and television broadcasting,
televised shopping, publishing and sports entertainment.

                            *   *   *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Rogers Communications Inc., Rogers Wireless Inc.,
and Rogers Cable Inc.  At the same time, Standard & Poor's
affirmed the 'BB' long-term corporate credit rating on each of
RCI, RWI, and Rogers Cable.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Moody's Investors Service placed all long-term ratings of Rogers
Communications Inc., Rogers Cable Inc., and Rogers Wireless Inc.
under review for possible upgrade. The ratings included Rogers
Communications Inc.'s Ba3 Corporate Family Rating and B3 rating on
CDN$75 million of 10.5% Senior Unsecured Notes due February 2006.
Moody's review also includes Rogers Cable Inc.'s Ba3 rated Second
Priority Notes and Second Priority Debentures and B2 rated $114
million 11% Senior Subordinated Gteed Debentures due December
2015.  Rogers Wireless Inc.'s Ba3 rated C$160 million Senior
Secured Notes due June 2006 and Senior Secured Debentures and B2
rated Senior Subordinated Notes was also included in the review.


ROTECH HEALTHCARE: Revenue Reduction Cues Moody's Negative Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed the credit ratings of Rotech
Healthcare, Inc., but changed the outlook to negative from stable.

The change in outlook reflects an unfavorable development in the
reimbursement for the compounded version of Budesonide, an anti-
inflammatory synthetic corticosteriod used primarily to treat
asthma; the reimbursement will change from over $4.00 per .5
milligram to $0.29 per .5 milligram.  The lower reimbursement for
this drug will result in a reduction of revenues of approximately
$30 million from Moody's original revenue forecast for 2006, and
as a result, the company will report negative earnings and about
$30 million in reduced cash flow for 2006.

Moody's notes that unfavorable Medicare reimbursement changes for
respiratory and durable medical services has resulted in a drop in
operating cash flow from $148 million in 2003 to $61 million in
2005.  Due to higher spending on patient equipment, free cash flow
has declined from $106 million to negative $18 million during this
same period.  Despite the decline in the core business, Rotech
spent over $30 million to acquire smaller companies.  As such,
cash dropped from $65 million at the end of 2004 to $14 million at
the end of 2005.

The negative outlook reflects continued reimbursement pressure,
negative free cash flow, diminishing cash and an accelerated pace
of acquisitions.

These ratings were affirmed with a negative outlook:

   * $75 Million Revolving Credit Facility, due 2007, rated Ba3
   * $42 million Senior Term Loan, due 2008, rated Ba3
   * $300 million face amount Senior Subordinated Notes,
     due 2012, rated B3
   * Corporate Family Rating, rated B2

Rotech Healthcare, Inc., headquartered in Orlando, Florida,
provides home respiratory therapy, including service, medication
and equipment, as well as durable home medical equipment to over
100,000 patients nationally.  Net revenue for the year ended
Dec. 31, 2005 was $533 million.


RURAL CELLULAR: Fitch Rates $160 Million Sr. Secured Notes at B-
----------------------------------------------------------------
Fitch assigned a 'B-' rating and Recovery Rating of 'RR2' to the
$160 million of senior secured notes due 2012 issued by Rural
Cellular Corporation.  The proceeds of the offering will be used
to redeem all of the $160 million senior secured floating rate
notes due 2010.  The Fitch Issuer Default Rating for RCCC is
'CCC'.  The Rating Outlook is Stable.

RCCC's ratings incorporate the very high leverage and intense
competitive operating environment for RCCC.  Fitch remains
concerned over:

   * the limited expectation for operating cash flow growth;

   * the event risk associated with potential universal service
     funding reform and the company's reliance on this subsidy;
     and

   * the ongoing subscriber growth challenges.

RCCC has constrained liquidity, no near-term maturities, and
expectations for modest free cash flow in 2006 primarily due to
the decline in capital expenditures.  However, Fitch believes the
lack of expected cash flow growth does not adequately support
RCCC's capital structure, currently evidenced by leverage (debt
and preferred securities/EBITDA) of over 9.0x and the nonpayment
of five quarterly cash dividends related to its exchangeable
preferred securities, which total in excess of $400 million.

Over the longer term, Fitch believes the company must address the
preferred stock issue.  However, options may be somewhat limited
when considering the company's relatively low market
capitalization compared with its total debt obligation.  In
addition, with the drawdown on RCCC's credit facility, the company
does not have significant leeway under its financial covenants,
which could prove challenging in the event of unfavorable business
or economic conditions or significant Universal Service Fund (USF)
reform.

RCC's liquidity is constrained given its cash position, the
available draw on its credit facility, and the inability to fully
pay its preferred dividend obligation.  Cash and short-term
investments at the end of the fourth quarter of 2005 was
approximately $154 million.  RCCC drew down the majority of its
$60 million revolving credit facility during the fourth quarter
after making payment on four periods of senior preferred dividends
to remedy the voting rights trigger event, which restricted RCCC
from refinancing its debt or drawing on its credit facility.  In
April 2006, RCCC again declared payment of two quarterly dividends
on its outstanding senior exchangeable preferred stock to remedy
the voting rights trigger event to refinance the senior secured
notes.  With the two refinancings, RCCC extended maturities to
2010 and beyond.


RURAL CELLULAR: Moody's Rates $160 Million New Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $160 million
of new 8.25% senior secured notes due 2012 to be issued by Rural
Cellular Corporation.  Moody's also affirmed existing ratings,
including the B3 corporate family rating.  All the ratings
continue to have a negative outlook.

The B3 corporate family rating reflects Moody's opinion of the
very weak financial profile of the company, with high leverage,
poor free cash flow generating capacity, and thin liquidity.  In
addition, the ratings reflect Rural Cellular's worsening position
in its markets as the company is losing subscribers while the
wireless industry continues to grow.  Due to Rural Cellular's
declining market share, thin liquidity and weak financial metrics,
Moody's rating is based primarily on the company's financial
profile.

At Dec. 31, 2005, Rural Cellular had $1.4 billion of straight debt
plus another $639 million of redeemable preferred stock to total
$2 billion of debt obligations.  This yields leverage of over 9
times 2005 EBITDA.  Further, due largely to higher than normal
capital spending to overlay its wireless networks with new
technologies, Rural Cellular consumed cash in 2005 with capital
spending exceeding cash provided by operations by $22 million.
Going forward, Moody's expects capital spending to subside,
however Moody's does not expect Rural Cellular to generate enough
cash flow to meaningfully reduce debt over the next two to three
years.

Rural Cellular relies on its cash balance and new financings for
its liquidity as only $1.4 million is available under its
revolving credit facility.  Liquidity is constrained by the two
series of exchangeable preferred stock, in particular the senior
exchangeable preferred which prohibits refinancings when six
quarterly dividends are unpaid.  Rural Cellular has been able to
refinance only by paying dividends that are in arrears, thereby
consuming liquidity.

In 2005, Rural Cellular lost 37,000 retail subscribers, or 5.8% of
is beginning subscriber base.  The US wireless industry grew
subscribers by approximately 14% in 2005 according to CTIA, a
wireless industry trade association.  This loss of share in a
growing market reflects a weak market position, in Moody's
opinion.

The outlook for the ratings is negative reflecting Rural
Cellular's difficulty in producing free cash flow and its thin
liquidity position.  The ratings are likely to be downgraded
should subscriber losses continue in 2006, EBITDA fail to grow,
and Moody's believe that Rural Cellular will not be able to
generate free cash flow on a sustainable basis.  If Rural Cellular
can improve subscriber growth and achieve sustainable free cash
flow, the ratings outlook could be stabilized.

The negative outlook also reflects Rural Cellular's dependence on
the capital markets.  $683 million, or 50% of its straight debt,
comes due in 1Q 2010, and in order to refinance this debt Rural
Cellular must not have more than six quarterly dividends in
arrears on its Senior Exchangeable Preferred Stock.

Assignments:

   Issuer: Rural Cellular Corporation

   * Senior Secured Regular Bond/Debenture, Assigned B2

Based in Alexandria, Minnesota, Rural Cellular Corporation
provides wireless telecommunication services to approximately
599,000 retail subscribers at Dec. 31, 2005 with 2005 revenues of
$545 million.


RURAL CELLULAR: S&P Rates Proposed $160 Million Add-On Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services took several rating actions on
Rural Cellular Corp.'s $570 million (in aggregate) secured
financing.  The loan rating on the company's $60 million first-
lien revolving credit facility was affirmed at 'B+' (two notches
higher than the 'B-' corporate credit rating on the borrower), and
the recovery rating of '1' (indicating a high expectation for full
recovery of principal in a payment default) also was affirmed.

In addition, the debt rating on Rural Cellular's existing $350
million 8.25% second-lien senior secured notes was raised to 'B'
(one notch higher than the corporate credit rating) from 'B-', and
the recovery rating was raised to '1' from '2'.

Finally, the proposed $160 million add-on to the notes was also
rated 'B' with a recovery rating of '1'.  The ratings on the
second-lien financing are based on preliminary offering statements
and remain subject to review upon final documentation.

The revolving credit facility supports the borrower's working
capital requirements, while the $160 million add-on financing will
be used to refinance a similar denominated issue of floating-rate
notes, which have a scheduled maturity date of March 15, 2010.
The 8.25% notes will have a scheduled maturity date of March 15,
2012.

All other existing ratings on the company, including the 'B-'
corporate credit rating, were affirmed.

The ratings on Rural Cellular reflect:

   * the company's vulnerable business position as a regional
     wireless provider competing against both the national
     wireless carriers and entrenched regional cellular carriers;

   * its elevated churn level and weak subscriber growth related
     to network transition issues, coupled with recent customer
     care and billing system issues;

   * reliance on declining-per-minute roaming revenues;

   * aggressive leverage; and

   * major refinancing risk.

Tempering factors include the recent completion of its network
upgrade, which should result in lower capital spending going
forward, and enables the company to offer enhanced data services
to its subscribers and increases its attractiveness to its roaming
partners.


SAV-ON LTD: Will Auction Substantially All Assets on May 9
----------------------------------------------------------
Sav-On, Ltd., will conduct an auction of substantially all of its
assets on May 9, 2006, 10:00 a.m. (Central Standard Time) at the
offices of the its counsel:

         Glast, Phillips & Murray, P.C.
         13355 Noel Road, Suite 2200
         Dallas, Texas 75240

Bids for not less than $3.95 million should be received by the
Debtor's counsel on or before May 5, 2006.  Bidders should also
contact the Debtor's Reorganization Consultants for additional
information and to conduct due diligence prior to the bidding:

         Rob Carringer
         Corporate Revitalization Partners, LLC
         13355 Noel Road, Suite 1825
         Dallas, Texas 75240

The U.S. Bankruptcy Court for the Northern District of Texas will
conduct a sale hearing on May 17, 2006, to consider the sale of
the Debtor's assets to the winning bidder.

Headquartered in Dallas, Texas, Sav-On, Ltd., operates 37 retail
and commercial stores that sell a wide range of standard office
supplies and products predominantly in small towns located in
Texas, New Mexico, Colorado, Oklahoma, Louisiana, Tennessee and
Alabama.  The Debtor filed for chapter 11 protection on Nov. 19,
2005 (Bankr. N.D. Tex. Case No. 05-86875).  Donald R. Rector,
Esq., at Glast Phillips & Murray, PC, represents the Debtor in its
restructuring efforts.  Bracewell & Giuliani LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $7,844,155 in total
assets and $14,971,386 in total debts.


SCOTT SEARS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Scott Allen Sears
        Shandell Lyn Sears
        6910 Fieldshire
        Katy, Texas 77494

Bankruptcy Case No.: 06-31696

Type of Business: The Debtors previously filed for chapter 11
                  protection on February 20, 2006 (Bankr. S.D.
                  Texas, Case No. 06-30659).

Chapter 11 Petition Date: April 26, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Larry A. Vick, Esq.
                  800 West Sam Houston Parkway Street, Suite 100
                  Houston, Texas 77042
                  Tel: (713) 333-6440
                  Fax: (713) 236-1342

Total Assets: $1,313,290

Total Debts:  $1,252,736

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         2003 Taxes            $111,000
P.O. Box 21126
Philadelphia, PA 19114

Wells Fargo                      Purchase Money         $16,203
16414 San Pedro
San Antonio, TX 78232

Ok Student Loan                  Educational            $10,612
525 Central Park Drive
Oklahoma City, OK 73105

Bank of America                  Credit Card             $5,887

Capital 1 Bank                   Credit Card             $5,635

Monogram Bank North America      Credit Card             $5,549

Chase                            Credit Card             $4,748

Beneficial/Household Finance     Unsecured               $4,592

Citifinancial                    Charge Account          $6,561

WFNNB/Express                    Charge Account          $1,467

Lowes/MBGA                       Charge Account            $791

Sallie Mae 3rd Pty Lsc           Educational               $549

Medical Data Systems I           Medical Services          $333

Acs                              Medical Services          $175


SERACARE LIFE: Consolidates Facilities & Streamlines Operations
---------------------------------------------------------------
SeraCare Life Sciences, Inc., plans to consolidate facilities and
streamline operations.  The Company will move its Oceanside,
California, operations into its Milford, Massachusetts plant which
was acquired from Celliance earlier this year.

Commenting on the consolidation, Tom Lawlor, Chief Operating
Officer and Interim CEO, stated: "We have been planning this move
for a while and believe this natural integration will eliminate
redundancies, improve the quality of our products and services,
and achieve synergies that will help drive the organizational
efficiencies to the next level."

Mr. Lawlor continued: "This consolidation allows us to take full
advantage of the breadth and depth of our organization.  The
state-of-the-art facilities and integrated systems in Milford will
facilitate higher levels of service and support to our customers.
We anticipate no impact upon product delivery during the
transition.  Over the longer term, customers will benefit from
better service and enhanced offerings."

Consolidating operations into Milford, a cGMP compliant, ISO 9001
certified facility, will increase process efficiencies, streamline
manufacturing, centralize inventory control, and integrate quality
control systems.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  Brian Metcalf, Esq., and Suzanne
Uhland, Esq., at O'Melveny & Myers LLP, represent the Debtor.
When the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SOUNDVIEW HOME: Moody's Rates Cert. Classes M-10 & B-1 at Low-B
---------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2006-2 and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate,
first and second lien, subprime residential mortgage loans
originated by Centex Home Equity Company, LLC, Aames Capital
Corp., NovaStar Mortgage, Inc., and others.  The ratings are based
primarily on the credit quality of loans, subordination,
overcollateralization, excess spread, and an interest rate swap
agreement provided by The Bank of New York.  Moody's expects
collateral losses to range from 5.45% to 5.95%.

Wells Fargo Bank, N.A., will service the loans.  Moody's has
assigned Wells Fargo its top servicer quality rating as a primary
servicer of subprime loans.

                 Soundview Home Loan Trust 2006-2

                    * Class A-1, Assigned Aaa
                    * Class A-2, Assigned Aaa
                    * Class A-3, Assigned Aaa
                    * Class A-4, Assigned Aaa
                    * Class M-1, Assigned Aa1
                    * Class M-2, Assigned Aa2
                    * Class M-3, Assigned Aa3
                    * Class M-4, Assigned A1
                    * Class M-5, Assigned A2
                    * Class M-6, Assigned A3
                    * Class M-7, Assigned Baa1
                    * Class M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1
                    * Class B-1, Assigned Ba2


SOUTHEASTERN MOBILE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Southeastern Mobile Diagnostics, Inc.
        dba Quality Mobile Medical Services, Inc.
        99051 Executive Park Drive Room 201
        Knoxville, Tennessee 37923

Bankruptcy Case No.: 06-30850

Type of Business: The Debtor sells and distributes
                  x-ray equipment & supplies.

Chapter 11 Petition Date: April 26, 2006

Court: Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Russell L. Egli, Esq.
                  Lockridge & Valone, PLLC
                  1306 Papermill Pointe Way
                  Knoxville, Tennessee 37909
                  Tel: (865) 522-4194

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


SOUTHERN FAMILY: Fitch Downgrades Financial Strength Rating to CC
-----------------------------------------------------------------
Fitch Ratings downgraded the insurer financial strength rating of
Southern Family Insurance Company from 'Bq' to 'CC'.  The rating
action follows the announcement by the Florida Department of
Financial Services that the company will be ordered into
rehabilitation with a suggested timeline to place the company into
liquidation on June 1, 2006.

Southern Family is part of the Poe Financial Group, and focuses on
property insurance in Florida.  Following significant losses from
hurricanes in Florida in 2004 and 2005, the company's reported
policyholders' surplus declined to $4.5 million at year end 2005
from $62.5 million at year end 2003.

This rating is downgraded by Fitch:

   -- Southern Family Insurance Company from 'Bq' to 'CC'


STRUCTURED ASSET: Moody's Rates Cert. Classes B4 and B5 at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
("SASCO") 2006-3H. Moody's also assigned ratings ranging from Aa2
to B2 to the subordinate certificates in this transaction.

The securitization is backed by fixed- and adjustable-rate, Alt-A
mortgage loans.  Moody's ratings are based on the credit support
provided through subordination, the integrity of the cash flow,
primary mortgage insurance and the legal structure, the capability
of the servicers as well as Aurora Loan Services LLC's capability
as master servicer, according to Daniel Gringauz, a Moody's
analyst.  Moody's expects collateral losses to range from 0.40% to
0.60%.

Aurora will master service the loans in this transaction.

The complete rating actions are:

      Structured Asset Securities Corporation, Series 2006-3H
        Mortgage Pass-Through Certificates, Series 2006-3H

                     * Class 1-A1, rated Aaa
                     * Class 1-A2, rated Aaa
                     * Class 1-A3, rated Aaa
                     * Class 2-A1, rated Aaa
                     * Class A-IO, Interest Only, rated Aaa
                     * Class PO, rated Aaa
                     * Class R, $100, rated Aaa
                     * Class B1, rated Aa2
                     * Class B2, rated A2
                     * Class B3, rated Baa2
                     * Class B4, rated Ba2
                     * Class B5, rated B2


TEDDY MEBANE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Teddy Keith Mebane
        P.O. Box 352
        Gilbert, Arizona 85299
        Tel: (602) 412-4444

Bankruptcy Case No.: 06-01196

Chapter 11 Petition Date: April 26, 2006

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Victoria M. Stevens, Esq.
                  Law Office of Victoria M. Stevens, P.L.C.
                  1850 North Central Avenue, Suite 1150
                  Phoenix, Arizona 85004
                  Tel: (602) 412-4444
                  Fax: (602) 926-8866

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.


TERAFORCE TECH: Court Confirms Fourth Amended Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed the Fourth Amended chapter 11 plan filed by Teraforce
Technology Corporation and its wholly owned subsidiary, DNA
Computing Solutions, Inc., along with their secured creditor
-- the Bean Group.

                      Terms of the Plan

The Bean Group will receive 100% of the equity in the Reorganized
Debtors under the proposed plan.

The Reorganized Debtors will distribute cash to:

   -- pay unsecured creditors,

   -- fund litigation of certain causes of action, and

   -- pay all allowed administrative claims.

Unsecured creditors are promised a pro rata cash distribution from
a fund of $475,000, which may be increased by $175,000 if the
Court allows certain unsecured claims.

O. S. Wyatt, Jr., who holds a $3.9 million claim against the
Debtors, agreed to waive any right to distribution from
the unsecured creditor fund.  In return for the settlement of
certain claims, Mr. Wyatt would partly fund the distribution to
unsecured creditors and the cost of litigating certain causes of
action.  Mr. Wyatt would receive 90% of any net proceeds from the
causes of action, a portion of which would be distributed to
holders of the Company's 12% Subordinated Convertible Notes.

Don B. Carmichael, who holds a $510,236 unsecured claim against
the Debtors, agreed to waive any right to distribution from the
unsecured creditor fund and would receive $275,000 from the Bean
Group in settlement of certain intercreditor disputes between
those parties.

Holders of the Company's 12% Subordinated Convertible Notes will
receive a pro rata distribution from 5% of any net proceed from
certain causes of action.

Holders of the Company's common stock will receive nothing under
the Plan.

A full-text copy of the Fourth Amended Joint Consolidated Chapter
11 Plan of Reorganization is available at no extra charge at

               http://ResearchArchives.com/t/s?621

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://teraforcetechnology.com/-- markets the
products and services of its affiliate, DNA Computing Solutions,
Inc.  DNA Computing -- http://www.dnacomputingsolutions.com/--  
designs, produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  The
Company and its affiliate filed for chapter 11 protection on
Aug. 3, 2005 (Bankr. N.D. Tex. Case Nos. 05-38756 & 05-38757).
When the Debtors filed for protection from their creditors, they
listed assets totaling $4,338,000 and debts totaling $14,269,000.


TRC HOLDINGS: Wants Whyte Hirschboeck as Bankruptcy Counsel
-----------------------------------------------------------
TRC Holdings, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Wisconsin for permission to employ Whyte Hirschboeck
Dudek S.C. as its bankruptcy counsel.

Whyte Hirschboeck will:

   (a) advise the Debtor of its rights, powers and duties as
       debtor and debtor-in-possession;

   (b) advise and assist the Debtor concerning the negotiation and
       documentation of financing agreements, debt restructurings,
       cash collateral arrangements, debtor-in-possession
       financing, and related transactions;

   (c) review the nature and validity of liens asserted against
       the property of the Debtor and advise the Debtor concerning
       the enforceability of those liens;

   (d) advise the Debtor concerning the actions that it might take
       to collect and recover property for the benefit of the
       Debtor's estate;

   (e) prepare on behalf of the Debtor all necessary and
       appropriate applications, motions, pleadings, draft orders,
       notices, schedules and other documents, and review all
       financial and other reports to be filed in the Debtor's
       bankruptcy case;

   (f) advise the Debtor concerning, and prepare responses to,
       applications, motions, pleadings, notices and other papers
       that may be filed and served in the Debtor's bankruptcy
       case;

   (g) counsel the Debtor in connection with the formulation,
       negotiation and promulgation of a plan of reorganization
       and related documents;

   (h) counsel the Debtor in connection with any sales out of the
       ordinary course of business under Section 363 of the
       Bankruptcy Code; and

   (i) perform all other legal services for and behalf of the
       Debtor that may be necessary or appropriate in the
       administration of its bankruptcy case and the
       reorganization of the Debtor's business, including advising
       and assisting the Debtor with respect to debt
       restructurings, stock or asset dispositions, claim analysis
       and disputes, and legal issues involving general corporate,
       bankruptcy, labor, environmental, employee benefits,
       securities, tax, finance, real estate and litigation
       matters.

Daryl L. Diesing, Esq., a shareholder at Whyte Hirschboeck,
discloses that the Firm estimates total fees and expenses between
$92,000 and $145,000.  The Firm's professionals bill:

         Designation                    Hourly Rate
         -----------                    -----------
         Shareholders                   $190 - $450
         Associates                     $145 - $275
         Paralegals                      $80 - $160

These professionals have the primary responsibility of providing
services to the Debtors:

   Professional                  Designation   Hourly Rate
   ------------                  -----------   -----------
   Daryl L. Diesing, Esq.        Shareholder       $370
   Patrick B. Howell, Esq.       Shareholder       $310
   Daniel J. McGarry, Esq.       Associate         $225
   Stephanie A. Larson, R.P.     Paralegal         $150

Mr. Diesing assures the Court that Whyte Hirschboeck Dudek S.C.
does not represent and hold any interest adverse to the Debtor or
its estate and is disinterested as that term is defined in
Sections 101(14) and 327 of the Bankruptcy Code.

                About Whyte Hirschboeck Dudek S.C.

Whyte Hirschboeck Dudek S.C. -- http://www.whdlaw.com/-- is a
full-service law firm based in Milwaukee, Wisconsin.  The Firm is
a member of International Business Law Consortium and American Law
Firm Association.

                     About TRC Holdings, Inc.

TRC Holdings, Inc., is a staffing agency that provides skilled and
semi-skilled temporary staff to small and mid-market employees
primarily in the areas of industrial, administrative, technical,
construction, light industrial and health care.  The Debtor
currently employs approximately 930 temporary and 50 full-time
workers.  The Debtor filed for chapter 11 protection on April 18,
2006 (Bankr. E.D. Wis. Case No. 06-21855).  When the Debtor filed
for protection from its creditors, it estimated assets between $1
million to $10 million and debts between $10 million to $50
million.


TRC HOLDINGS: Has Access to Cash Collateral & $850,000 DIP Loan
---------------------------------------------------------------
The Honorable James E. Shapiro of the U.S. Bankruptcy Court for
the Eastern District of Wisconsin gave TRC Holdings, Inc.,
authority on an interim basis to:

   -- borrow up to $850,000 from Jackson Street Funding LLC and
      H/E Financial LLC; and

   -- use cash collateral, in accordance with a budget, until the
      earlier of May 18, 2006, or its termination pursuant to a
      court order.

The Debtor can use cash collateral and DIP loan up to a maximum of
80% of eligible accounts receivable.

                         Cash Collateral

Judge Shapiro also authorized the Debtor to grant Jackson Street
and H/E Financial security interests and liens in and all property
acquired by Debtor from and after the bankruptcy filing, which is
the same as the prepetition collateral.

The Debtor will use the cash collateral to fund its working
capital, operations, payroll and other operating expenses that are
necessary to maintain the value of the estate.

                          DIP Financing

Johnson Bank and H/E Financial are the Debtor's two secured
lenders under certain Prepetition Loan Documents.  Jackson Street
Funding LLC purchased Johnson Bank's claims.  The Debtor owed
$2.6 million to the Lenders as of its bankruptcy filing.

A valid and perfected security interest on substantially all of
the Debtor's assets, including present and future accounts,
inventory, general intangibles and equipment, secures the
prepetition debts.

The Debtor and the Lenders agree that the Official Committee of
Unsecured Creditors and the Internal Revenue Service will have the
right to examine the Prepetition Loan Documents.  The Committee
and the IRS have at least 30 days from date of entry of the order
to determine the validity and perfection of the documents.

All advances and other extensions of credit will be payable in
full on the earlier of Aug. 31, 2006, or the denial on a permanent
order for postpetition borrowing.

Postpetition indebtedness may only be incurred as long as there is
no event of default.  The DIP Loan will only be terminated upon
showing that the Debtor's estate is being eroded by its continuing
operations.

The Debtor is also authorized to execute a note to effectuate the
terms and conditions of the DIP Loan.  The note will bear interest
at 10%.  The Lenders will also receive a $25,500 fee upon initial
funding of the DIP Loan.

To secure payment of the DIP loan, the Lenders are granted valid,
perfected, enforceable first priority security interests and super
priority liens on all the Debtor's property, pursuant to Section
364 of the Bankruptcy Code.

As additional adequate protection for any decrease in the value of
the prepetition collateral, the Debtor will make monthly interest
payments to Jackson Street as provided in the Prepetition Loan
Documents.  Those interest payments will be applied to Jackson
Street's secured claims.

A full-text copy of the Debtor's budget is available for free at
http://ResearchArchives.com/t/s?854

A full-text copy of the Debtor's list of Prepetition Loan
Documents is available for free at:

                http://ResearchArchives.com/t/s?853

Objections to the DIP loan and cash collateral use, if any, must
be submitted at 4:00 p.m. on May 15, 2006.  Judge Shapiro will
convene a final hearing at 1:30 p.m. on May 18, 2006.

                     About TRC Holdings, Inc.

TRC Holdings, Inc., is a staffing agency that provides skilled and
semi-skilled temporary staff to small and mid-market employees
primarily in the areas of industrial, administrative, technical,
construction, light industrial and health care.  The Debtor
currently employs approximately 930 temporary and 50 full-time
workers.  The Debtor filed for chapter 11 protection on April 18,
2006 (Bankr. E.D. Wis. Case No. 06-21855).  Daryl L. Diesing,
Esq., Patrick B. Howell, Esq., and Daniel J. McGarry, Esq., at
Whyte Hirschboeck Dudek S.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to $10
million and debts between $10 million to $50 million.


UBR PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: UBR Properties LLC
        dba Uncle Bacala's Fine Italian Seafood
        2370 Jericho Turnpike
        Garden City, New York 11040
        Tel: (516) 739-0505

Bankruptcy Case No.: 06-70904

Type of Business: The Debtor operates an Italian restaurant.

Chapter 11 Petition Date: April 26, 2006

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtor's Counsel: Vincent J. Ancona, Esq.
                  Ancona Associates
                  220 Old Country Road
                  Mineola, New York 11501
                  Tel: (516) 739-1803

Estimated Assets: $1 Million to $10 Million

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

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


USG CORP: Wants to Reimburse Asbestos PI Trustees & Advisory Panel
------------------------------------------------------------------
To determine a consensual resolution of their Chapter 11 cases,
USG Corporation and its debtor-affiliates reached an agreement
with the Official Committee of Asbestos Personal Injury Claimants
and Dean M. Trafelet, as the Court-appointed legal representative
for future claimants, to resolve all asbestos personal injury
claims and cooperate in the confirmation of a plan of
reorganization filed on February 17, 2006.

The Asbestos Agreement provides that it will be implemented
through the Debtors' Plan.

Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, counsel to the Asbestos PI Committee, tells
the Bankruptcy Court that a key feature of the Plan is the
establishment of an Asbestos Personal Injury Trust, into which
all asbestos-related personal injury claims will be channeled.
Among other things, the Debtors will pay $890,000,000 and issue a
$10,000,000 promissory note to the Trust on the Effective Date.

Ms. Eskin relates that since the Debtors filed for bankruptcy, no
party has seriously disputed that the establishment of that trust
would be the cornerstone of any plan of reorganization.

Ms. Eskin says that in order to obtain the benefit of a permanent
channeling injunction with respect to asbestos-related PI claims,
those claims should be channeled to a trust that meets the
requirements under Section 524(g) of the Bankruptcy Code.

The Asbestos Agreement also provides that the Debtors will use
their reasonable best efforts to have the Plan's effective Date
to occur on or before July 1, 2006.  Unless otherwise agreed in
writing by the parties, the Asbestos Agreement terminates if,
among other things, the Effective Date has not occurred on or
before August 1, 2006.

Pursuant to the Plan, the occurrence of the "Effective Date" is
subject to the condition precedent that, inter alia, "the
Asbestos Personal Injury Trustees [will] have been selected and
[will] have executed and delivered the Asbestos Personal Injury
Trust Agreement."

Ms. Eskin also relates that the Futures Representative and the PI
Committee have interviewed approximately 80 candidates to serve
as prospective trustees and directors in several cases, in
connection with the formation of asbestos personal injury trusts.
Ms. Eskin discloses that once the Trustees are selected, they
will commence taking the steps that they believe are necessary to
have the Asbestos Personal Injury Trust operational and ready to
receive, process and pay asbestos PI claims as soon as reasonably
practicable after the Effective Date.

Based on what has occurred in other asbestos-related Chapter 11
cases, the PI Committee and the Futures Representative expect
that the Trustees will retain separate counsel in connection with
carrying out their duties relating to the formation and operation
of the Asbestos Personal Injury Trust and to make whatever
preparations may be necessary so that the Trustees are in a
position to have the Asbestos Personal Injury Trust operational
as soon as reasonably practicable.

As part of those preparations, the Trustees will be meeting with
the Debtors' representatives, the Futures Representative, the PI
Committee, and proposed members of the Trustee's Advisory
Committee.

In accordance with the Asbestos Personal Injury Trust Agreement,
each of the Trustees will be entitled to receive a per annum
compensation, plus a per diem allowance for meetings or other
Asbestos Personal Injury Trust business performed.  The Trustees
are also required to consult with the Advisory Committee and the
Futures Representative on certain issues relating to the Asbestos
Personal Injury Trust.  Each Advisory Committee member will be
entitled to compensation from the Asbestos Personal Injury Trust
in the form of a reasonable hourly rate set by the Trustees for
attendance at meetings or other conduct of Asbestos PI Trust
business.

The PI Committee and the Futures Representative want to have the
Trustees and the Advisory Committee commence establishing the
Asbestos Personal Injury Trust and taking other steps necessary
to have the Asbestos Personal Injury Trust ready to be
functioning by the Plan Effective Date, so that the Asbestos
Personal Injury Trust will be in a position after the Effective
Date to receive, process and pay asbestos PI claims.

The PI Committee and the Futures Representative ask the Court to
authorize the Debtors to:

   (a) reimburse the Trustees for the reasonable attorneys'
       fees and out-of-pocket expenses incurred in connection
       with the establishment of the Asbestos Personal Injury
       Trust and other actions as are necessary to have it
       operational by the Effective Date;

   (b) reimburse the Advisory Committee members for reasonable
       out-of-pocket expenses incurred in connection with those
       activities and pay the members a reasonable hourly rate
       established by the Trustees for meetings attended or other
       conduct of Asbestos Personal Injury Trust business;

   (c) pay the Trustees for meetings attended at per diem to be
       included in the Asbestos Personal Injury Trust Agreement;
       and

   (d) pay the premiums for errors and omissions insurance to
       be issued on the Trustees' behalf.

Ms. Eskin notes that the Trustees' fees and expenses will be of
no cost to the Debtors' estates since all reimbursable fees and
expenses will be offset against the $890,000,000 payment to be
made to the Asbestos Personal Injury Trust on the Effective Date.

Ms. Eskin asserts that granting the request will place the
Debtors in a position to consummate the Plan shortly after its
confirmation.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Central Wesleyan Wants Asbestos Suit Back in Tort System
------------------------------------------------------------------
Central Wesleyan College filed with the U.S. District Court for
the District of South Carolina in 1987 a class action complaint on
behalf of the nation's colleges and universities to recover
asbestos abatement costs from the asbestos industry.  After
extensive briefing, the federal district court certified the
class, which certification was upheld by the Court of Appeals for
the Fourth Circuit.  Following the court-ordered opt-out period in
1996, approximately 3,000 colleges remain in the class today.

Theodore Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that while litigating
in the district court, the Class was able to settle with the vast
majority of defendants.  By 2001, United States Gypsum Company and
a few other defendants remained.

During the bankruptcy filing of USG Corporation and its debtor-
affiliates, Mr. Tacconelli continues, the district court
proceedings against USG were automatically stayed.  However,
activities against other defendants continued, which include
additional settlements and proceedings looking toward distributing
settlement fiends and wrapping up the case.

Mr. Tacconelli notes that while the Central Wesleyan case has
continued to move toward resolution against other defendants in
the district court, the colleges have been unable to proceed
against USG for almost five years.  Thus, the delay has impaired
the colleges' ability to conclude their litigation.

Pursuant to the Debtors' plan of reorganization, a property
damage claim not resolved in the bankruptcy will be returned to
the tort system.  To date, the proceedings make it apparent to
the college class that settlement within the bankruptcy context
is not possible.  As of March 16, 2006, USG has made no offer of
settlement to the college class.

By this motion, Central Wesleyan asks the Bankruptcy Court to
modify the automatic stay imposed under Section 362 of the
Bankruptcy Code so it can litigate the class action before the
South Carolina court.

Mr. Tacconelli says that there is no reason to delay the college
class' resumption of litigation while awaiting the bankruptcy
confirmation process.  Under the Debtors' disclosure statement,
asbestos property damage claims are unimpaired because "the Plan
does not modify the legal, equitable, or contractual rights
attaching to the claims".

Mr. Tacconelli tells Judge Fitzgerald that allowing Central
Wesleyan to pursue its claim in the South Carolina court will not
adversely affect U.S. Gypsum's reorganization, since the Debtors
have already declared publicly that they can reorganize
successfully while passing unresolved property damage claims
through to the tort system.

Furthermore, Mr. Tacconelli contends that any further delay in
returning the college class to the tort system is extremely
inequitable to the class.

Considering its extensive familiarity with the college class
action, the South Carolina federal district court had ongoing
proceedings to determine certain core liability issues, including
the appointment of a federal magistrate to supervise settlement
discussions and the appointment of a Class Settlement Fund
Advisory Committee to assist in devising guidelines for the
eventual distribution of the settlement fund, Mr. Tacconelli
explains.

Mr. Tacconelli assures Judge Fitzgerald that no other party to
the bankruptcy case will suffer any prejudice by the college
class returning to the tort system.  The college class wants to
"get out of the way" and return to the court that has supervised
its complex litigation for almost 20 years.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VENTAS INC: Closes New $500 Million Unsecured Credit Facility
-------------------------------------------------------------
Ventas, Inc.'s (NYSE:VTR) subsidiary, Ventas Realty, Limited
Partnership, has closed its new $500 million unsecured revolving
credit facility initially priced at 75 basis points over LIBOR.
The new credit facility replaces the Company's prior $300 million
secured revolving credit facility that was priced at 145 basis
points over LIBOR.

"Our new facility offers us greater borrowing capacity and a lower
cost of debt capital to support our strategic growth and
development plans as we position the Company to continue moving up
the credit curve," Ventas Chairman, President and CEO Debra A.
Cafaro said.  "We view this transaction as a vote of confidence
from our bank group, which includes the nine banks in our prior
credit facility and seven new lenders, that we have created a
reliable enterprise with a productive and diverse portfolio of
high quality healthcare and seniors housing assets."

The new $500 million unsecured credit facility matures in 2009 and
gives the Company a one-year extension option under certain
conditions.  It includes a $100 million "accordion feature" that
permits the Company to expand its borrowing capacity to a total of
$600 million.

The Company's new $500 million unsecured credit facility also
permits the Company to convert its pricing structure to a ratings-
based grid if and when Ventas's credit rating is upgraded by
either Standard & Poor's Ratings Services or Moody's Investors
Service.  Current ratings on Ventas's senior debt are BB+ and Ba2,
respectively.

Ventas said that the initial amount drawn under the new credit
facility was $132 million, and the proceeds were used to repay all
outstanding indebtedness under the prior credit facility.  The
Company expects to record an expense of $1.3 million in the second
quarter, representing the write-off of unamortized deferred
financing fees related to the prior credit facility.  These
expenses will be excluded from the Company's normalized Funds from
Operations results.

Banc of America Securities, LLC and Calyon Corporate and
Investment Bank were the joint lead arrangers for the credit
facility.  Bank of America, N.A., Calyon Corporate and Investment
Bank, Citicorp North America, Inc., Merrill Lynch & Co., Inc. and
UBS Securities LLC participated in the facility in various agent
capacities.

Louisville, Ky.-based, Ventas, Inc. -- http://www.ventasreit.com/
-- is a leading healthcare real estate investment trust that is
the nation's largest owner of seniors housing and long-term care
assets.  Its diverse portfolio of properties located in 42 states
includes independent and assisted living facilities, skilled
nursing facilities, hospitals and medical office buildings.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005,
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB+' from 'BB'.

In addition, ratings are raised on the company's senior unsecured
debt, which totals roughly $891 million.  Concurrently, the
outlook is revised to stable from positive.


VERITEC INC: Receives Court Approval to Emerge from Bankruptcy
--------------------------------------------------------------
Veritec Inc., (OTC Bulletin Board: VRTC) receives the Court
approval to exit from bankruptcy on April 27, 2006.

According to the Plan, all shareholders shall retain 100% equity
and all creditors shall receive 100% of their negotiated claims.
Creditors, including Mitsubishi Corporation (NQB: MSBHY),
Veritec's largest creditor, supported the Plan in its entirety.

Going forward the Company has no debts and sufficient cash
available to operate its forward business.  Veritec has emerged as
a powerful company with the products, technologies, and
partnerships and customers of a well-established firm.

"We have successfully completed the crucial step of financial
restructuring in near record time," Veritec CEO, Van Tran said.
"With our company intact we may now move forward confidently in
the growing market for our products."

                       Treatment of Claims

Under the Plan, administrative claims, including chapter 7
administrative expenses, will be paid in full and in cash.

General Unsecured Claims will have their legal, equitable and
contractual rights unaltered by the Plan.  Payments to Mitsubishi
and other parties will be distributed pursuant to their
corresponding settlement agreements.

Priority Claims will be paid in full either on the effective date
or over a five-year period with interest at a rate provided for in
Section 6621(b) of the Internal Revenue Code.

Holders of equity interest retain their stake in the Company.

A full-text copy of the Debtor's Third Modified Chapter 11 Plan of
Reorganization is available at no charge at:

               http://ResearchArchives.com/t/s?665

                       About Veritec Inc.

Headquartered in Golden Valley, Minnesota, Veritec Inc. --
http://www.veritecinc.com/-- is the pioneer and patent holder of
two dimensional (2D) matrix coding technology.  The company
developed and markets its patented VeriCode(R) and VSCode(R).
These codes are machine writeable and readable, have high data
density capabilities, and can be used as a secure portable data
storage system.

The company filed for chapter 11 protection on Feb. 28, 2005
(Bankr. D. Minn. Case No. 05-31119).  On Mar. 2, 2005, the case
was transferred from the St. Paul Division to the Minneapolis
Division and was assigned Case No. 05-41161.  On Dec. 5, 2005, the
Debtor filed its amended chapter 11 plan of reorganization which
was denied confirmation by the Court on Dec. 19, 2005.  At the
request of the U.S. Trustee for Region 12, on Dec. 19, 2005, the
Court entered an order converting the Debtor's chapter 11
proceedings to a chapter 7 liquidation.  The Court reconverted the
case back to a chapter 11 reorganization on Mar. 8, 2006.

Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets totaling
$1,662,752 and debts totaling $10,227,311.


W&T OFFSHORE: Moody's Places Debt & Corp. Family Ratings at B2
--------------------------------------------------------------
Moody's assigned a B2 corporate family rating to W&T Offshore,
Inc., and a B2 rating to its $1.3 billion senior secured credit
facility, including a $500 million bank revolver, $500 million
Term Loan A, and $300 million Term Loan B.  Proceeds will fund the
all-debt funded $1.3 billion purchase of 57 mmboe of Kerr-McGee's
Gulf of Mexico oil and gas reserves and prospects, with
consideration by the expected mid-2006 closing of roughly
$1 billion.  Each facility is secured pari passu by approximately
90% of WTI's reserves during the first year of the facility,
falling to 80% once the first 18 months of amortization is met.

The outlook is stable, though maintaining that outlook may be
contingent upon a material equity offering to reduce the immediate
pressures of very heavy first-year debt amortization and early
signs that performance can reasonably meet WTI's expectations and
expectation.  WTI's ability to maintain or improve upon its stable
outlook relies heavily on its ability to meet its aggressive debt
reduction schedule without the attendant heavy diversion of cash
flow or disappointing drilling, development, and completion
results, impeding its ability to replace reserves and sustain or
grow production.

Per Moody's global ratings methodology for independent exploration
and production firms, WTI's pro-forma operating, financial, and
strategy profile maps to a B2 corporate family rating.  If WTI
issues material common equity, succeeds in meeting its rapid first
year debt amortization schedule, brings its 25% of pro-forma
production that remains shut-in due to hurricane damage, and
increases its very low proportion of proven developed producing
reserves, the ratings may have upside after three to four quarters
of observation.

Pro-forma for KMG's Sept. 30, 2005 reserves and WTI's 82 mmboe of
year-end 2005 reserves, total reserves as of those dates are
roughly 139 mmboe with current run rate production in the range of
57,500 boe per day.  We estimate that a very low one-fourth of the
pro-forma reserves are PDP reserves, with roughly 40% of reserves
in the proven developed non-producing and 33% in the proven
undeveloped categories.  Early and consistent conversion of PDNP's
and PUD's to PDP's is vital to offset a very short PDP reserve
life of 1.8 years and have the cash flow to meet $500 million of
first year debt amortization.  Roughly 15% of WTI's and 35% of
KMG's pre-hurricane production remains shut-in.

WTI has consistently grown its base in over 20 years of operating
in the GOM, principally by asset acquisitions and subsequent
exploitation and development.  WTI sole focus has been in the GOM,
mostly in GOM shelf waters drilling to traditional geologic
horizons of less than 15,000 feet.  Over the last five years, WTI
also initiated and grew its activity in the operationally and
geologically far more challenging and costly deep waters of the
GOM and to the deeper geologic horizons of the GOM shelf.

The ratings and outlook are supported by a very strong price
environment; control and rapid deleveraging indicated by very
aggressive mandatory first year debt amortization; WTI's larger
scale and greater diversification across the western, central, and
eastern regions of the GOM, mitigating a degree of the wide range
of unique operating risks inherent to the GOM; seasoned management
with a record of aggressive post-acquisition debt-reduction; and
WTI's long exploration, development, exploitation, and production
history in the shallow waters of the GOM.

The ratings are restrained by initially very high leverage on PD
reserves exceeding $11/PD boe and operating risks attendant to the
GOM and to the profile of the pro-forma property base.  All
reserves and production are concentrated in the offshore GOM,
rendering a concentration of high drilling and development capital
costs, drilling risk, delay risk, and production phase risk on a
comparatively low population of drilling prospects and producing
wells; high capital intensity overall and sustained heavy annual
capital spending to fund production replacement; embedded heavy
future capital spending to convert booked PUD and PDNP reserves to
producing reserves as for plugging and abandonment costs; high
unit full-cycle costs in the range of $30/boe, and the inherent
risks of very short reserve lives of 1.8 years on PDP and 4.4
years on proven developed reserves.

Declining reserves or production, rising proportions of debt
relative to both PD and PDP reserves and to production would be
signs of weak reinvestment productivity or insufficient capital
spending to sustain the resource base.  If more production is
shut-in in the coming hurricane season, the impact would be
considered in the context of the overall credit at that time.
Coupled with a very short PDP reserve life and very aggressive
mandatory debt amortization, WTI has a much reduced margin of
error for drilling disappointments, development or tie-in delays,
or more shut-in production.  Furthermore, resumption of currently
shut-in production may be essential to comfortably meeting debt
amortization and capital reinvestment needs.

It is an axiom of oil and gas reserves that, given the complex
dynamics of reservoirs and the economics of remedial capital
spending, there is no assurance that shut-in production can be
brought back to pre-shut in levels or, at times, brought back at
all.  Furthermore, given the natural water drive pressurization
mechanism of GOM reservoirs, unexpected water break through to the
wellbore can abruptly reduce or halt all production from that
well.  Furthermore, while new GOM wells come on with very flush
production, that production declines rapidly, requiring a steady
stream of robust drilling and completion successes to sustain
production.  These operational characteristics, the very short PDP
reserve life of GOM reserves, and other characteristics of GOM
activity reduce the debt capacity of GOM reserves.

The secured credit facility is rated at the B2 corporate family
rating given that the collateral is essentially all the operating
assets of that rated entity.

W&T Offshore, Inc., headquartered in Houston, Texas.


WHIRLPOOL CORP: Net Earnings Rise 37% in First Quarter of 2006
--------------------------------------------------------------
Whirlpool Corporation's net earnings increased 37% for the first
quarter of 2006 to $118 million, compared to $86 million in the
same period last year.  The increase reflects strong trade and
consumer demand for the company's innovative products around the
world.  Net sales increased 10% to $3.5 billion during the current
period and represented a first-quarter record.

"Our first-quarter results reflect solid performance by all
regional businesses, strong earnings momentum generated from
innovation, productivity, and leverage from our global operating
platform," said Jeff M. Fettig, Whirlpool's chairman and chief
executive officer.  "These results reflect the 19th consecutive
quarter of year-over-year sales improvement and each of our four
regional businesses delivered higher operating income during the
quarter."

Record unit shipments, sales growth and a positive product mix
combined with productivity improvements to drive a double-digit
improvement in operating profit and offset acquisition related
expenses, higher commodity prices, higher new product introduction
costs and increased restructuring costs.  Results also benefited
from a reduced effective tax rate.

Results in the quarter do not include Maytag Corporation.
Expenses of $13 million associated with the transaction are
included within the company's first-quarter operating profit.
Maytag's operating results will be included in the company's
second-quarter statement of operations.

Mr. Fettig added: "Industry demand remains positive and we
continue to maintain our outlook on the strength of the economic
environment despite volatile commodity prices.  Our plans, which
include accelerating new product innovation to the marketplace,
driving total cost productivity, controlling spending by reducing
overhead and infrastructure while increasing investments in
consumer activities and managing our overall mix of business,
remain on track.  We remain confident in the underlying operating
fundamentals of our business and are pleased with our first-
quarter operating and financial performance."

During the quarter, cash used in operating activities of $202
million improved $83 million compared to last year, primarily due
to lower working capital requirements.

                   First-Quarter Region Review

Whirlpool North America delivered record first-quarter unit
shipments, revenue and operating profit.  Sales of $2.2 billion
increased 12% from the prior-year period led by strong consumer
demand for the company's branded product innovation.  For the
quarter, the company's U.S. unit shipments of major appliances
exceeded industry levels, which were up approximately 6%.  Trade
and consumer response to the company's new laundry innovation has
been exceptional.

First-quarter operating profit improved 19% to a record $216
million and margins improved .6 points to 9.8% as strong demand,
favorable product mix and productivity improvements more than
offset new product introduction costs.

Based on current economic conditions, the company continues to
expect full-year industry unit shipments in 2006 to increase
approximately 2-to-3%.

Whirlpool Europe revenue of $710 million declined 3% from the
prior-year period.  Excluding currency translations, sales
increased approximately 6%, driven by record first-quarter unit
shipments.  Year- over-year unit shipments exceeded industry
demand which is estimated to have increased 1-to-2% during the
quarter, primarily due to continued strong performance from the
Whirlpool brand and growing demand for its new product
innovations.

Operating profit improved 6% and margins expanded as strong demand
for the company's product offering, productivity improvements and
reductions in administrative costs offset unfavorable currency.

Based on current economic conditions, the company continues to
expect full-year industry unit shipments in 2006 to increase
approximately 1-to-2%.

Whirlpool Latin America sales of $531 million increased 20% from
the prior-year period, driven by strong appliance unit volume.
Excluding currency translations, sales increased approximately
11%.  Industry unit shipments of appliances are estimated to have
increased approximately 13% during the quarter.

Operating profit improved 17% during the quarter as productivity
improvements and aggressive cost reduction actions more than
offset increased brand investment.

Macro-economic conditions within Brazil are expected to remain
positive as inflation remains under control and consumer interest
rates continue to decline.  The company expects industry shipments
in 2006 to increase 8-to-10%.

Whirlpool Asia sales of $97 million advanced 2% from the prior-
year period.  Excluding currency translations, sales increased
approximately 5%.  Operating profit improved 63% over last year's
level, led by improved performance in India.  The improvement was
driven by productivity improvements, an improved product mix and
successful new product innovation.

Based on current economic conditions, the company continues to
expect full-year industry unit shipments to increase 5-to-7%.

                             Outlook

"Our business continues to gain momentum from our innovative
product offerings and is performing well against the expectations
we set at the beginning of the year.  We expect material and oil-
related costs to remain volatile and will continue to execute
actions across our global business to offset these increases.

"With the acquisition of Maytag, we enter a new and exciting
chapter in our company's history.  Our organization remains
focused on executing our core strategies and is well prepared for
an efficient and expedient integration.  The combination of the
two companies will translate into significant efficiencies,
provide additional growth opportunities, enhance consumer and
shareholder value, and further strengthen our position as the
global consumer appliance leader," said Mr. Fettig.

"The process to integrate the Maytag and Whirlpool businesses is
proceeding as planned and we look forward to providing additional
information regarding the merger, as well as updating our guidance
on May 23, 2006."

The acquisition of Maytag was completed on March 31, 2006.  The
company's statement of operations does not include the first-
quarter operating results of Maytag.  The company's balance sheet,
reflecting the acquisition of Maytag, will be available at the
time of its first-quarter 10-Q filing.

Effective for the company's first-quarter 2006, all freight and
warehousing expense has been reclassified from selling, general
and administrative expense to cost of products sold.

                      About Whirlpool Corp

Whirlpool Corporation (NYSE: WHR - News) --
http://www.whirlpoolcorp.com/-- manufactures and markets major
home appliances, with annual sales of more than $19 billion, more
than 80,000 employees, and more than 60 manufacturing and
technology research centers around the world.  The company markets
Whirlpool, Maytag, KitchenAid, Jenn-Air, Amana, Brastemp,
Bauknecht and other major brand names to consumers in nearly every
country around the world.

                            *   *   *

As reported in the Troubled Company Reporter on April 12, 2006,
Moody's Investors Service downgraded the long-term senior
unsecured debt rating of Whirlpool Corporation to Baa2 from Baa1,
and preferred stock rating to Ba1 from Baa3.  Whirlpool's
commercial paper rating of P-2 was confirmed.  The rating actions,
resulting from the closing of Whirlpool's acquisition of Maytag,
are consistent with the ratings indication given by Moody's in
January 2006.  The rating outlook is negative.


XYBERNAUT CORP: Court Approves Waypoint Patent Group Auction
------------------------------------------------------------
Xybernaut Corporation (XYBRQ.PK) received court approval to sell
its Waypoint group of patents at auction, with the objective of
raising sufficient cash to come out of bankruptcy protection and
successfully reorganize.

The "Waypoint" patent group sets forth technology and business
processes to provide wireless direct mail by sending information
to targeted mobile users at specific locations.  Xybernaut
believes the Waypoint patents can allow wireless companies to
provide location-based services to mobile devices such as
cellphones, PDAs and portable computer devices.  Locations can be
focused in feet or miles, depending on the desired audience.

These services can include precisely-targeted ads, maps,
restaurant locations, traffic reports and other useful
information, all automatically queued off of the location and
stated preferences of the holder of the wireless device.

Advertisers want to know that they are delivering the desired
message to an interested audience at the right time and place.
The Company believes that the Waypoint patents enable this
exacting business solution.

While advertising has long supported access to radio and
television broadcasts and much of the Internet, Google has
recently announced the first use of this model for wireless
services.  Google will blanket San Francisco with WiFi coverage,
offering free wireless Internet access to those who would agree to
accept beamed ads from local businesses on their wireless devices.
Google and its partner in this effort, Earthlink, will build a
multi-million dollar infrastructure of mini-transmitters, to allow
delivery of information to users to within 100 to 200 feet of
target areas.

But with Xybernaut's Waypoint technology there would be no need
for building a costly new infrastructure in order to localize
service.  The Company believes that advertising-based media
companies could combine the GPS built into mobile devices with
Xybernaut's "location-based service" technology, to beam ads to
selected groups of users anywhere, based on their preferences and
mobile device settings.  For example, they could beam a message to
people in Times Square telling them that tickets were still
available that night for a local theater performance, or that a
local men's store had a 30%-off sale underway on suits and
topcoats, with an additional discount for those responding to that
beamed message.

"Xybernaut's business and patent portfolio reflects our long-term
understanding of the importance of delivering the right
information to the right person in the right place at the right
time," said Perry L. Nolen, President and CEO.  "Our patents cover
a number of significant intellectual properties covering hardware,
software and business methods.  As a result, Xybernaut has a
number of patents covering technologies that were ahead of their
time when the patents were granted. But we believe their time has
now come."

Mr. Nolen added: "Google has already proven the value of the
advertising-based model on the Internet, and has extended that
model to wireless services.  Due to intense competition on cell
phone rates and the worldwide resistance of consumers to pay
additional fees, the future of revenues for wireless companies
seems to be heading in the direction of ways in which wireless
companies can generate advertising dollars.  We believe that is
exactly what Waypoint delivers."

Comments Dr. Nir Kossovsky, an investment banker and CEO of
Technology Option Capital, LLC of Pittsburgh who is helping market
Xybernaut's patent portfolio: "The Waypoint patents and business
methods have become part of the mainstream package of wireless
technology offerings known as 'location-based services.'  While it
has taken six years for this technology to gain recognition as the
future for the wireless industry, Xybernaut has already secured
patents that cover an advertising revenue model for location-based
services."

Adds Robert Smith, an investment banker with SSG Capital Advisors
L.P., who is working with Dr. Kossovsky on the sale of the
patents: "The financial press has long predicted that ring tone
sales and music downloads would not support the wireless service
providers.  Location-based services offer great content but a
recent survey suggested customer resistance to special
subscription fees.  It thus is clear that targeted advertising, at
no cost to the recipient, is the next big thing and we believe the
Waypoint patents have it."

In addition to the Waypoint group of patents, Xybernaut owns three
other major patent groups that cover wearable computers, flat-
panel display use and transferable core computers, none of which
are included in the Waypoint auction.  Transferable core computers
are small devices that contain a user's operating system,
applications and data, allowing the user to carry their entire
computing environment with them.

A substantial number of companies have expressed interest in the
Waypoint patent, Mr. Nolen said, and the company intends to
conduct an auction next month among interested buyers.

Parties interested in submitting a bid should contact:

     Robert Smith
     Strategic Studies Group
     Telephone (212) 754-4108

               or

     Nir Kossovsky
     Technology Option Capital
     Telephone (412) 661-7076

The successful bid will be subject to approval by the bankruptcy
court.  There can be no assurance that the auction will be
successfully completed or, if completed, as to the amount of money
received by the Company.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


YELLOWSTONE HOTEL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Yellowstone Hotel Group LLC
        dba Northern Hotel
        19 North Broadway
        Billings, Montana 59101

Bankruptcy Case No.: 06-60271

Chapter 11 Petition Date: April 26, 2006

Court: District of Montana (Butte)

Debtor's Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl, & Green
                  Suite 300, The Fratt Building
                  2817 2nd Avenue North
                  Billings, Montana 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


YOUNG BROADCASTING: S&P Rates Proposed $50 Million Sec. Loan at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating and a
recovery rating of '1' to Young Broadcasting Inc.'s proposed $50
million add-on to its secured term loan B, indicating an
expectation for full recovery of principal in the event of a
payment default.  Borrowings are expected to be used to provide
the company with much-needed liquidity.  The 'CCC+' corporate
credit rating on Young was affirmed.

The outlook is negative.  Young had approximately $833 million in
debt outstanding at Dec. 31, 2005, pro forma for the proposed
transaction.

"The ratings on Young reflect the company's significant debt
burden relative to its cash flow base," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.  "In addition,
discretionary cash flow deficits are draining cash balances, its
San Francisco TV station continues to generate cash flow losses,
and advertising is vulnerable to economic downturns and
variability in nonelection years."

These factors are only partially offset by Young's portfolio of
small- and midsize-market major-network TV affiliates, and station
asset values, particularly the value of the company's
San Francisco VHF TV station, KRON-TV.


* David Softness Joins Buchanan Ingersoll's Miami Office
--------------------------------------------------------
Bankruptcy lawyer David R. Softness, Esq., joined Buchanan
Ingersoll PC as a shareholder in its Miami office.  He represents
individuals, small businesses and large corporations in general
creditors' rights and commercial litigation matters.

During his career, Mr. Softness has worked with major banks,
including the lead lender in the Chapter 11 of the New Florida
Properties Blue and Green Diamond condominiums.  He also
represented the trustee in the Chapter 11 of the Maison Paco
Rabanne condominium in Miami Beach.

The addition of Mr. Softness to Buchanan's Miami office is
consistent with the firm's plan to continue its growth in
strategic geographic and practice areas.  His skills also
complement those of the seven tax attorneys and litigators who
made the move to Buchanan in the spring of 2005.

"Adding an attorney with David's level of experience is extremely
valuable to clients in this region," said Bill Davis, head of the
firm's Miami office.  "There are more and more companies in need
of both creditors' rights and litigation counseling, and having
David on-board strengthens our practices in those areas so we can
help clients effectively and efficiently."

                      About David Softness

Prior to joining Buchanan Ingersoll, Mr. Softness was a
shareholder in the Miami office of Holland & Knight.  He is a
member of Buchanan Ingersoll's Bankruptcy and Creditors' Rights
Group.

Over the course of his legal career, Mr. Softness has worked with
several noteworthy law firms in Florida and New Jersey including
Greenberg Traurig, Akerman Senterfitt and Gibbons Del Deo.

He is admitted to practice in Florida, New York and New Jersey.
Mr. Softness received his J.D. degree from the University of Miami
School of Law in 1985 and his B.S. degree from the Newhouse
Communications Center at Syracuse University in 1978.

                    About Buchanan Ingersoll

Buchanan Ingersoll PC -- http://www.buchananingersoll.com/-- is
one of the largest law firms in the nation, and has more than 415
attorneys and government relations professionals practicing
throughout the United States, with offices in Miami, Aventura,
Tampa, Washington, D.C., Alexandria, New York, Buffalo,
Philadelphia, Pittsburgh, Harrisburg, Wilmington, Princeton,
Cleveland, San Diego and Silicon Valley.

The firm has undergone a series of acquisitions and additions
during the past year, including: government relations boutique
Hill Solutions; a group of nine litigators from Saul Ewing; the 55
attorneys and patent professionals of Burns, Doane, Swecker &
Mathis; a team of IP and business litigators in San Diego; a group
of three government relations professionals in Washington, D.C.; a
group of seven high-profile tax and immigration lawyers in Miami;
and the litigation boutique of Slotnick, Shapiro & Crocker in New
York.

Buchanan Ingersoll's attorneys have experience in industries that
include entertainment and media, pharmaceuticals and biomedicine,
nanotechnology, financial institutions, construction, franchise
and real estate.  Within these and other industries, Buchanan
Ingersoll attorneys focus on more than 65 practice areas including
Corporate Finance, Litigation, Intellectual Property, Tax,
Government Relations and Health Care.  The firm serves national
and international clients that include Fortune 500 corporations,
start-ups, technology companies and financial institutions.


* BOOK REVIEW: Insull: The Rise and Fall of a Billionaire Utility
                       Tycoon
-----------------------------------------------------------------
Author:     Forrest McDonald
Publisher:  Beard Books
Paperback:  400 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982439/internetbankrupt

Few people have heard of Samuel Insull.  Yet in the 1920s and
1930s he was as well known and, in the end, as infamous as Ken
Lay, Bernie Ebbers, and other disgraced corporate executives.
Insull was brought to trial by the U.S. government, his reputation
destroyed, and his fortune lost.  Through it all, the political
and legal drama was played out in the leading newspapers.

After an education at Oxford, Insull worked at a London bank that
was the European representative to Thomas Edison.  In that
position, Insull familiarized himself with the latest inventions
and operations in the growing field of electricity.

Before long, he was headed to the United States to become the
famous inventor's secretary.  Insull proved himself invaluable to
Edison.  He managed Edison's business affairs and financial
matters, becoming one of the "Edison" men on the board of
directors of the Edison General Electric Company (now General
Electric Company) founded in 1889.  In 1892, Insull became the
president of the Chicago Edison Company.

In the 1890s, Chicago aspired to be recognized as America's
leading city.  This aspiration was not unrealistic considering
Chicago was the host city for the World's Fair of 1893.  Insull's
inexhaustible energy and bold ambition and ideas were a good match
for Chicago's vision.  It was at the World's Fair that Insull was
able to demonstrate the central role that electrical energy could
play in the growth of a modern city.

Insull parlayed the fame and success of the World's Fair to become
one of the most important figures in Chicago and the United
States.  He formed relationships with local and national
politicians, bankers, top business leaders, and investors.

In pursuit of his outsized ambitions for himself, his company, and
electrical energy, he became involved in increasingly complex
financial transactions with an increasingly wider circle of
individuals.

Acquiring and merging with other electric companies and related
businesses, Insull received more and more publicity as an
influential, forward-thinking corporate executive.  Innovative
ideas introduced by Insull included open-end mortgages for
business expansion, rigorous cost accounting standards,
recognition of labor unions, and mass marketing.

As is the case with many failed businesspersons, Insull's downfall
was brought on by tangled, questionable financial transactions.
In 1930, a Chicago grand jury indicted Insull, his son, and some
associates.  Insull was eventually acquitted of all charges, but
his downfall was complete.  A Chicago newspaper summed up the
trials as: "Insull and his fellow defendants--not guilty; the old
order -- guilty."

In this masterful biography, Insull is presented as a flesh-and-
blood character with magnified yet recognizable talents, dreams,
and flaws.  He became enmeshed in political and economic forces
beyond his control and became a scapegoat for the Great Depression
that was unfolding.

                             *********

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, Joel Anthony
Lopez, 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 ***