TCR_Public/060501.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 1, 2006, Vol. 10, No. 102

                             Headlines

1776 CLO: Moody's Puts Ba2 Rating on $16.5 Million Class E Notes
AAT COMMS: Sells Biz to SBA Comms for $634M Cash & 17M Shares
ABITIBI-CONSOLIDATED: DBRS Confirms BB (Low) Note & Debt Ratings
AFFILIATED COMPUTER: Revenues Rise 24% in Fiscal Third Quarter
ALLIED HOLDINGS: Seeks to Scrap Retiree Benefit Plan

ALLIED HOLDINGS: Has Until July 15 to File Reorganization Plan
ALTERNATIVE LOAN: S&P Junks B-4 Classes & Reviews Ratings
APX Holdings: Wants to Employ Klee Tuchin as Bankruptcy Counsel
ASARCO LLC: Turley & Pendley Settling Plaintiffs Want Stay Lifted
ASARCO LLC: Wants Stay Continued on Atlantic Richfield Lawsuit

AZTAR CORP: Inks $48-Per-Share Merger Agreement with Pinnacle
BARCLAYS CAPITAL: Moody's Puts Ba1 Rating on $17MM Class G Certs.
BIOJECT MEDICAL: Recurring Losses Prompt Going Concern Doubt
BIOJECT MEDICAL: Sells New Jersey Office Building for $1.125 Mil.
BRODER BROS: Earns $2.3 Million in 2005 Fourth Quarter

CAL AUTO: Case Summary & 11 Largest Unsecured Creditors
CAPITALSOURCE COMMERCIAL: Moody's Rates $31.29 Mil. Notes at Ba2
CEQUEL COMM: High Financial Risk Cues Moody's Junk Loan Rating
CHC HELICOPTER: Majority Shareholder Ends Acquisition Talks
CHENIERE ENERGY: S&P Affirms Low-B Corp. Credit & Loan Ratings

CLAYPTE BIOMEDICAL: Negative Cash Flows Prompt Going Concern Doubt
COMMUNITY HEALTH: Earns $54 Million of Net Income in First Quarter
CONSTELLATION BRANDS: S&P Rates New $3.5 Billion Facilities at BB
CREDIT SUISSE: S&P Downgrades Class I-B-3 Certificate Rating to B
CURATIVE HEALTH: Gets Access to $45-Million DIP Financing

DANA CORP: Settles Payment of $8.3 Mil. Pension Plan Contribution
DILLARD'S INC: Moody's Holds Low-B Debt & Corp. Family Ratings
EASY GARDENER: Organizational Meeting at 11:00 a.m. Today
ELECTRIC CITY: Low Equity Prompts AMEX Delisting Notice
ENRON CORP: Northern Trust Inks $37.5M Deal with Tittle Claimants

ENRON CORP: Court Approves Menlo & Fremont Settlement Agreement
FINANCIAL ASSET: S&P Affirms Low-B Ratings on Four Cert. Classes
FOAMEX INT'L: Mulls Possible Changes to Joint Reorganization Plan
GE COMMERCIAL: Moody's Rates $37.4 Mil. Preferred Certs. at Ba2
GENELABS TECH: Accumulated Deficit Prompts Going Concern Doubt

GENELABS TECH: Low Equity Prompts Nasdaq's Delisting Notice
GENERAL MILLS: Moody's May Upgrade (P)Ba1 Preferred Shelf Rating
GERDAU AMERISTEEL: Moody's Raises Corporate Family Rating to Ba2
GULF COAST: Case Summary & 20 Largest Unsecured Creditors
HEARTLAND PARTNERS: Case Summary & 20 Largest Unsecured Creditors

HEXION SPECIALTY: Moody's Puts B2 Rating on New $1.9BB Facilities
HILB ROGAL: Closes New $425 Million Senior Secured Credit Facility
HILB ROGAL: Moody's Places Ba2 Rating on New $425M Credit Facility
HILB ROGAL: S&P Puts BB Rating on $425MM Sr. Sec. Credit Facility
INTERPUBLIC GROUP: Annual Stockholders' Meeting Set for May 25

INTERSTATE BAKERIES: Has Until Sept. 22 to File Chapter 11 Plan
KAISER ALUMINUM: Ratifies Higher-Wage Labor Pact with Teamsters
KOHLMAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
LAND O'LAKES: Earns $26.1 Million in First Quarter 2006
LEAP WIRELESS: Plans to Sell 75,000 Shares; Likely to Net $3.3MM

LEVITZ HOME: Bay Harbour Files Suit Against Executives & Auditor
LEVITZ HOME: Court Approves Islip Tax Settlement Agreement
LG.PHILIPS DISPLAYS: Committee Taps FTI Consulting as Advisor
LG.PHILIPS DISPLAYS: Files Schedules of Assets and Liabilities
LGB INC: Case Summary & 9 Largest Unsecured Creditors

LONG BEACH: DBRS Puts BB Rating on $8.86 Million Class N-3 Notes
LUCENT TECH: Completes $196.6 Million Riverstone Asset Acquisition
M POWER: Malone & Bailey Raises Going Concern Doubt
MARIO MIZGAWA: Case Summary & 15 Largest Unsecured Creditors
MCCANN INC: Court Confirms Chapter 11 Amended Liquidation Plan

MEDIANEWS GROUP: McClatchy Deal Cues Moody's to Review Ratings
MEDIANEWS GROUP: S&P May Downgrade BB Rating After McClatchy Deal
MERRILL LYNCH: DBRS Confirms Low-B Ratings on Four Cert. Classes
MILLIPORE CORP: Serologicals Deal Prompts Moody's Ratings Review
MOHEGAN TRIBAL: Earns $34.8 Million in Quarter Ending March 31

NISKA GAS: S&P Rates Proposed $700 Million Sec. Term Loan at BB-
NORTHWESTERN CORP: Moody's Holds Ratings Following Babcock Deal
ORIS AUTOMOTIVE: Taps Peter Colmer as Chief Restructuring Officer
PINNACLE ENT: Raises Aztar Purchase Price Offer to $48 Per Share
PIONEER NATURAL: Fitch Rates $450 Mil. Sr. Unsecured Notes at BB+

PLIANT CORP: Confirmation Hearing Scheduled for May 31
PLIANT CORP: Court Approves Plan Voting & Solicitation Protocol
PULL'R HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
R.J. REYNOLDS: $3.5BB Conwood Deal Cues Moody's to Hold Ratings
RACE POINT: Moody's Puts Ba2 Rating on $10.8 Mil. Class E Notes

RAYTHEON CO: Earns $287 Million in First Quarter of 2006
RAYTHEON CO: Moody's Lifts Securities Rating to Baa3 from Ba1
RCN CORP: Moody's Upgrades Corporate Family Rating to B1 from B3
REYNOLDS AMERICAN: Earns $345 Mil. During Quarter Ended March 31
REYNOLDS AMERICAN: Conwood Merger Cues Fitch to Hold Low-B Ratings

RIVERSTONE NETWORKS: Completes $196.6 Million Asset Sale to Lucent
ROGERS INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
SANDELMAN FINANCE: Moody's Rates $62.5 Mil. Class E Notes at Ba2
SBA COMMS: Buys AAT Comms for $634 Million in Cash & 17.06M Shares
SHAUNA GILIBERTI: Case Summary & 18 Largest Unsecured Creditors

SIVAULT SYSTEMS: Miller Ellin Raises Going Concern Doubt
STARWOOD HOTELS: Earns $77 Million During 2006 First Quarter
STRUCTURED ASSET: Moody's Rates Cert. Classes B4 & B5 at Low-B
TODD MCFARLANE: Battles to Retain Exclusive Right to File Plan
TRANSMONTAIGNE INC: Morgan Stanley Offer Cues S&P to Sustain Watch

TRC HOLDINGS: Section 341(a) Meeting Slated for May 23
TRIMAS CORP: Incurs $52.7 Million Net Loss in 2005 Fourth Quarter
UNITED TRANSPORTATION: A.M. Best Cuts Financial Strength to Fair
USI HOLDINGS: S&P Rates $285 Mil. Sr. Sec. Credit Facility at BB-
WCI STEEL: Emerges From Chap. 11 Protection as Reorganized Company

WESTCHESTER COUNTY HEALTH: S&P Ups Rating on $113 Mil. Bonds to BB
WINN-DIXIE: Two Creditors Want Debtors' Insurance Papers Examined
WINN-DIXIE: Glasrud Can Defend Lawsuit After Court Lifts Stay
WOLVERINE TUBE: Weak Liquidity Prompts Moody's to Junk Ratings
WOOL GROWERS: Case Summary & 14 Largest Unsecured Creditors

XM SATELLITE: Customer Growth Drives Revenue Increase in 1st Qtr.
YOUNG BROADCASTING: Plans to Borrow $50MM More Under Sr. Facility

* BOND PRICING: For the week of Apr. 24 - Apr. 28, 2006


                             *********

1776 CLO: Moody's Puts Ba2 Rating on $16.5 Million Class E Notes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to notes and
composite notes issued by 1776 CLO I, Ltd.:

   1. Aaa to $50,000,000 Class A-1 Senior Secured Floating Rate
      Revolving Notes, Due 2020;

   2. Aaa to $296,500,000 Class A-2 Senior Secured Floating Rate
      Notes, Due 2020;

   3. Aa2 to $33,500,000 Class B Senior Secured Floating Rate
      Notes, Due 2020;

   4. A2 to $27,000,000 Class C Senior Secured Deferrable
      Floating Rate Notes, Due 2020;

   5. Baa2 to $35,500,000 Class D Secured Deferrable Floating
      Rate Notes, Due 2020;

   6. Ba2 to $16,500,000 Class E Secured Deferrable Floating Rate
      Notes, Due 2020; and

   7. Baa3 to $3,000,000 Type I Composite Obligations, Due 2020.
  
The Moody's ratings on the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Type I
Composite Obligations addresses only the ultimate receipt of the
"Rated Balance".

The ratings reflect the risks due to the diminishment of cash
flows from the underlying portfolio due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

On the Green, L.L.C. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


AAT COMMS: Sells Biz to SBA Comms for $634M Cash & 17M Shares
-------------------------------------------------------------
AAT Communications Corp. completed the sale of its business to SBA
Communications Corporation.  The sale of AAT was completed for
consideration consisting of $634 million in cash and 17,059,336
shares of SBA's common stock.

               $1.1 Billion Bridge Loan Agreement

Simultaneous with the closing of the AAT acquisition, SBA Senior
Finance, Inc. entered into a Credit Agreement for a $1.1 billion
term loan with Deutsche Bank AG, as administrative agent and
Deutsche Bank Securities Inc. and JP Morgan Securities Inc., as
joint lead arrangers and joint bookrunners.  The bridge loan was
entered into to fund the cash consideration paid in the AAT
acquisition and the purchase price for the Notes purchased
pursuant to the Offers and Consent Solicitations.

                    About SBA Communications

Based in Boca Raton, Florida, SBA Communications Corporation --
http://www.sbasite.com/-- is an independent owner and operator of   
wireless communications infrastructure in the United States.  SBA
generates revenue from two primary businesses -- site leasing and
site development services.  The primary focus of the Company is
the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease
contracts.  Since it was founded in 1989, SBA has participated in
the development of over 25,000 antenna sites in the United States.

                    About AAT Communications

AAT Communications Corp. -- http://www.aatcommunications.com/--   
is the fifth largest independent wireless tower owner in the U.S.  
With a portfolio of approximately 1,800 owned towers and more than
6,000 managed sites spanning 48 states, AAT Communications serves
major wireless carriers and a premier group of site-management
clients.

                         *     *     *

On March 12, 2006, Standard & Poor's assigned a BB- long-term
foreign and local issuer credit ratings to AAT Communications
Corp.


ABITIBI-CONSOLIDATED: DBRS Confirms BB (Low) Note & Debt Ratings
----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Abitibi-
Consolidated Inc., and Abitibi-Consolidated Company of Canada at
BB (low).  The trend remains Negative, reflecting the downside
risk to the Company's financial profile.  DBRS does not expect the
credit profile of Abitibi to materially change over the near term.

Rating actions:

   * Abitibi-Consolidated Company of Canada Notes
     -- Confirmed BB (low)

   * Abitibi-Consolidated Inc. Senior Unsecured Debt
     -- Confirmed BB (low)

Abitibi is expected to continue to face declining newsprint
consumption, high/rising energy/input costs, and the strengthening
Canadian dollar, which limit material earnings upside.  In the
event that these pressures intensify, higher losses could result
in a large free cash flow deficit, additional pressure to the
Company's balance sheet, and would likely result in a rating
downgrade.

DBRS notes that structural decline in newsprint demand, due to
electronic substitution, declining circulation, etc., is expected
to continue.  However, operating rates are likely to remain at
robust levels over the near term, largely due to significant
newsprint industry capacity closures.

The favorable supply/demand balance is expected to support modest
newsprint price increases as the full impact of announced capacity
closures are realized through the year.  That being said, Abitibi
remains highly exposed to strength in the Canadian dollar, which
is expected to offset much of the impact on margins.  
Subsequently, earnings are expected to remain negative in 2006,
but losses are likely to narrow.

DBRS expects Abitibi's leverage to remain relatively stable over
the near term, albeit at aggressive levels.  Free cash flow is
anticipated to reach roughly break-even levels, driven by lower
net losses and relatively stable capex as the Company seeks to
preserve capital.  Abitibi's debt maturity profile has improved
and increased financial flexibility, following redemptions with
proceeds from the sale of its Pan Asia Paper Co. Pte Ltd.
investment.  In addition, the Company has significant saleable
assets in the form of hydroelectric facilities, which would
provide a significant source of liquidity if required.


AFFILIATED COMPUTER: Revenues Rise 24% in Fiscal Third Quarter
--------------------------------------------------------------
Affiliated Computer Services, Inc., generated third quarter fiscal
year 2006 revenues of $1.31 billion, a 24% increase compared to
the third quarter of the prior year.  The Company's internal
revenue growth rate was 6% for the quarter.

The Company signed $190 million of annual recurring revenue during
the quarter.  This represents an increase of 52% when compared to
the adjusted prior year quarter.  Despite continued strong new
business signings, the pipeline increased over 10% sequentially
and represents a company record.

"We continue to make excellent progress on the initiatives we have
set for the company," said Mark King, ACS' President and Chief
Executive Officer.  "Business momentum remains very strong as
evidenced by another healthy quarter of new business signings.
I am also pleased to report that, even though our year-to-date new
business signings have increased 32% over the prior year period,
our pipelines have expanded to over $1.5 billion, the highest in
our history.  Our initiatives to improve overall client
satisfaction are paying off as well, with year-to-date renewal
rates of approximately 95%.  As a result, I am very confident that
internal growth will accelerate given the tremendous increase in
new business awards over the last several quarters, coupled with
our outstanding renewal rate and increasing sales opportunities.  
The ACS management team will continue to focus on delivering
outstanding service to our clients and providing great
opportunities for our employees. And, with this focus we expect to
deliver long-term value to our shareholders."

Key highlights from the third quarter of fiscal year 2006 include:

    -- commercial segment revenue grew 47% and accounted for 60%
       of revenues this quarter.  Commercial internal revenue
       growth was 11%.  Government segment revenue accounted for
       40% of revenues this quarter.  Excluding prior year revenue
       from the Government Welfare to Workforce Services business,
       substantially all of which was sold in the second quarter
       of 2006, Government total revenue increased 10% over the
       prior year, all of which was acquisition related.

    -- annualized recurring new business sold was $190 million
       during the quarter.  Trailing twelve month annual recurring
       new business increased 28% over the prior trailing twelve
       month period, excluding new business signings from the WWS
       Divestiture.

    -- cash flow from operations during the third quarter was
       approximately $113 million, or 8.6% of revenues, and free
       cash flow was negative $8 million.  Cash flow from
       operations and free cash flow were both adversely impacted
       by final settlement payments of $86 million related to the
       Mellon transition services agreement and Mellon pre-
       Acquisition bonus payments of $26 million.  Capital
       expenditures and additions to intangible assets were  
       approximately $120 million, or 9.2% of revenues.

Key year-to-date highlights for fiscal year 2006 include:

    -- revenues for the nine months ended March 31, 2006 were
       $3.97 billion, an increase of 30% compared to the first
       nine months of the prior year, adjusted for the WWS
       Divestiture.  Internal revenue growth for the first nine
       months of fiscal year 2006 was 7% and the remaining
       growth was due to acquisitions.

    -- cash flow from operations for the first nine months was
       $468 million, or 11.8% of revenue, and free cash flow was
       $150 million, or 3.8% of revenue.  Cash flow from
       operations and free cash flow were adversely impacted by
       final settlement payments of $86 million related to the
       Mellon transition services agreement, of which $76 million
       benefited fourth quarter fiscal year 2005 results, and
       Mellon pre-acquisition bonus payments of $26 million.
       Capital expenditures and additions to intangibles were
       $318 million, or 8.0% of revenues.

                 Fiscal 2007 Initial Guidance

Total revenue growth is expected to be at least 10%, after taking
into consideration the WWS Divestiture that occurred in the second
quarter of fiscal year 2006.

                    About Affiliated Computer

Affiliated Computer Services, Inc., (NYSE: ACS)
-- http://www.acs-inc.com/--  provides business process  
outsourcing and information technology solutions to commercial and
government clients.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service downgraded Affiliated Computer's
existing notes rating to Ba2 from Baa3 and assigned a Ba2
corporate family rating and Ba2 ratings to the company's
$5 billion bank credit facilities.  In addition, Moody's
confirmed the Baa3 senior unsecured bank credit facility rating
and will withdraw the rating upon the consummation of the proposed
financing package.

The rating action concludes a review for possible downgrade
initiated on Jan. 26, 2006, following the company's announced plan
to purchase 55.5 million shares of Class A common stock for
approximately $3.5 billion through a Dutch Auction tender offer.
Proceeds of the proposed term loan will be used to fund the tender
offer, and to refinance approximately $322 million drawn under the
company's existing credit facility.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard & Poor's Ratings Services held its ratings for Dallas,
Texas-based Affiliated Computer Services Inc. on CreditWatch,
where they were placed with negative implications, on Jan. 27,
2006.  Standard & Poor's said it would lower its corporate credit
rating on the company to 'BB-' from 'BB+', if ACS materially
completes the repurchase of $3.5 billion of the company's shares.  
The outlook will be stable.


ALLIED HOLDINGS: Seeks to Scrap Retiree Benefit Plan
----------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to terminate their Employee Death Benefit and Retiree
Benefit Plans.  The Debtors have determined that the termination
of the benefit plans will help their estates considerably.

(A) Employee Death Benefit Plan

    The Debtors currently provide retiree benefits to 24 non-
    bargaining retired employees, pursuant to an Employee Death
    Benefit Plan, adopted on November 1, 1989.

    The Death Benefit Plan is funded by life insurance policies,
    which are acquired and owned by the Debtors.  The Debtors pay
    around $126,428, in annual premiums for the benefits payable
    to Retirees.  The aggregate surrender value of the life
    insurance policies is presently $875,180.

    The Death Benefit Plan provides that the Plan will terminate
    upon the earlier of:

       -- the Debtors ceasing to do business;

       -- the Debtors' bankruptcy, receivership or dissolution;
          or

       -- the Debtors' decision.

(B) Retiree Benefit Plan

    Pursuant to the Allied Retiree Benefit Plan dated
    September 23, 2004 and adopted as of April 19, 2006, the
    Debtors currently provide retiree health benefits to
    approximately 120 non-bargaining retired employees, including
    the retirees of Delevan, Ryder System, Inc., and its
    subsidiary, Automotive Carrier Services.

    The Retiree Benefit Plan is funded by direct benefit payments
    from the Debtors' general assets as well as the Retirees'
    contributions.  The total annual cost for the benefits is
    about $719,970.

    Pursuant to the Retiree Benefit Plan, Allied provides several
    self-insured, point of service health benefits administered
    by United HealthCare Insurance Company.

    The Retiree Benefit Plan provides that "the Primary Sponsor
    intends to continue the Plan indefinitely.  However, it
    reserves the right to, through action of its board or
    directors or any authorized officer, to amend, withdraw,
    suspend, or terminate the Plan in its sole discretion or as
    may be required to comply with applicable law."

The Debtors want to extinguish its obligations under both Plans
to eliminate the costs associated with administering it.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, asserts that eliminating the costs of the Debtors'
Employee Death Benefit Plan and Retiree Benefit Plan will relieve
the Debtors of significant liabilities.

Section 1114(e) of the Bankruptcy Code provides that a Chapter 11
debtor will timely pay and will not modify any retiree benefits
without the Court's approval.

Mr. Winsberg justifies that because the Death Benefit Plan and
the Allied Retiree Benefit Plan are terminable by the Debtors at
their own discretion, both Plans do not fall within Section
1114(e).

In addition, the Debtors' responsibilities under the Death
Benefit Plan are limited to the payment of money.  Accordingly,
it is not within the scope of Section 365 of the Bankruptcy Code,
Mr. Winsberg states.

Mr. Winsberg also notes that all Retirees currently entitled to
benefits under the Retiree Benefit Plan will receive unsecured
claims equal to the value of their accrued benefit as of the
Petition Date.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Has Until July 15 to File Reorganization Plan  
--------------------------------------------------------------
The U.S. Bankruptcy for the Northern District of Georgia extended
Allied Holdings, Inc., and its debtor-affiliates' exclusive period
to:

   a. file a plan of reorganization through and including
      July 15, 2006; and

   b. solicit acceptances of that plan through and including
      September 13, 2006.

As reported in the Troubled Company Reporter on March 23, 2006,
the Debtors told the Court that they intend to develop and
consummate a consensual reorganization plan, but they must resolve
the issues with the International Brotherhood of Teamsters before
they can develop that plan.

The Debtors have filed a motion seeking interim relief from the
Company's collective bargaining agreement with the Teamsters under
Section 1113(e) of the U.S. Bankruptcy Code.   The Debtors are
asking for a 10% reduction to current wages for employees of
Allied's subsidiaries in the United States represented by the
union.  Since no full and fair plan can be developed without
knowing the results of the Teamster negotiations, there would be
no benefit to terminating the Exclusive Periods at this time, the
Debtors reasoned.

The Debtors add that an extension of their plan filing and
solicitation periods will give them the opportunity to complete
their necessary financial analysis and to properly prepare a
reorganization plan incorporating that information.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALTERNATIVE LOAN: S&P Junks B-4 Classes & Reviews Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-4 certificates from Alternative Loan Trusts 2004-J1 and
2004-J8 to 'CCC' from 'B' and placed them on CreditWatch negative.
At the same time, the 'BB' ratings on the class B-3 certificates
from the same transactions are placed on CreditWatch negative.
     
The lowered ratings reflect actual and projected credit support
percentages that are insufficient to maintain the previous
ratings.  Class B-4 from series 2004-J1 originally had credit
support of 0.10%; class B-4 from series 2004-J8 originally had
0.20%.  The current credit support levels for these classes are
0.07% and 0.15%, respectively.
     
The four ratings (including those being lowered) are placed on
CreditWatch negative because Standard & Poor's expects additional
projected losses to result from high delinquencies.  As of the
March 2006 distribution date, total delinquencies for series
2004-J1 were 3.41%, with 1.27% categorized as seriously delinquent
(90-plus days, foreclosure, and REO); total delinquencies for
series 2004-J8 were 7.67%, with 2.16% categorized as seriously
delinquent.
     
Standard & Poor's will continue to closely monitor the performance
of these transactions.  If the delinquent loans translate into
realized losses, additional downward rating actions may be taken
on these classes, depending on the size of the losses and
remaining credit support.  In contrast, if the delinquent loans
decrease without significant additional realized losses, the
ratings may be affirmed and removed from CreditWatch.
     
The collateral for both transactions consists of pools of 15-year,
20-, and 30-year conventional, fixed-rate mortgage loans secured
by first liens on one- to four-family properties.
    
Ratings lowered and placed on creditwatch negative:
   
Alternative Loan Trust

                             Rating

            Series    Class          To         From
            ------    -----          --         ----
            2004-J1    B-4     CCC/Watch Neg     B
            2004-J8    B-4     CCC/Watch Neg     B
    
Ratings placed on creditwatch negative:
     
Alternative Loan Trust

                             Rating

             Series    Class        To          From
             ------    -----        --          ----
             2004-J1    B-3    BB/Watch Neg      BB
             2004-J8    B-3    BB/Watch Neg      BB


APX Holdings: Wants to Employ Klee Tuchin as Bankruptcy Counsel
---------------------------------------------------------------
APX Holdings, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California to employ
Klee, Tuchin, Bogdanoff & Stern LLP as their bankruptcy counsel.

Klee Tuchin will:

    a. advise the Debtors regarding matters on bankruptcy law;

    b. represent the Debtors in proceedings or hearing before the
       Court;

    c. assist the Debtors with the negotiation, documentation and
       any necessary Court approval of transactions disposing of
       property of the estates; and

    d. advise the Debtors concerning the requirements of the
       Bankruptcy Code, federal and local rules relating to the
       administration of the Debtors' cases, and the effect of
       their cases on the operations.

Martin R. Barash, Esq., a partner at Klee Tuchin, tells the Court
that the Firm's professionals bill:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $405 - $925
       Associates                 $250 - $450
       Paralegals                 $100 - $150

Mr. Barash tells the Court that as the lead counsel for this
engagement, he will bill $540 per hour.  Mr. Barash discloses that
the other attorneys who will providing their services bills:

       Professional                      Hourly Rate
       ------------                      -----------
       Lee R. Bogdanoff, Esq.               $650
       Michael L. Tuchin, Esq.              $650
       Laura L. Buchana, Esq.               $525
       Matthew Heyn, Esq.                   $295
       Courtney E. Pozmantier, Esq.         $250

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

Mr. Barash can be reached at:

         Martin R. Barash, Esq.
         Klee, Tuchin, Bogdanoff & Stern LLP
         Fox Plaza, 2121 Avenue of the Stars, 33rd Floor
         Los Angeles, California 90067
         Tel: (310) 407-4000
         Fax: (310) 407-9090

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


ASARCO LLC: Turley & Pendley Settling Plaintiffs Want Stay Lifted
-----------------------------------------------------------------
In November 2003, ASARCO LLC entered into an Agreed Judgment
Settlement with various individuals in a lawsuit, alleging claims
related to toxic poisoning.  The Settlement was entered in the
United States District Court for the Northern District of Texas.

There are two groups of settling plaintiffs to be paid under the
Settlement:

   (1) The Turley Settlement Plaintiffs -- scheduled to receive
       $200,000, on Sept. 1, 2005, and a final payment of
       $120,000, on Jan. 1, 2006; and

   (2) The Pendley Settlement Plaintiffs -- scheduled to receive
       $25,000, on Sept. 1, 2005, and a final payment of
       $22,700, on Jan. 1, 2006.

Both the Turley and the Pendley Settlement Plaintiffs have filed
timely proofs of claim with the Bankruptcy Court, Robert D.
Repasky, Esq., at Jan L. Shephard PC, in Corpus Christi, Texas,
maintains.

The Settlements are secured by a Deed of Trust, subject of which
is a 125-acre property in El Paso, Texas.  For tax purposes, the
Property is listed at $1,200,000.  However, in its Schedules of
Assets and Liabilities, ASARCO values the Property at $3,000,000.

ASARCO and its counsel admitted that Schedule A was incorrectly
listed and acknowledged that the Property is encumbered by the
lien of the Settlement Plaintiffs.

The Settlement Claimants include parties who have a need for
prompt satisfaction of the settlement payments, Mr. Repasky tells
the Court.  The Settlement Claimants total approximately 1,430
individuals and their injuries occurred in the late 1960s and
1970s.  But the original lawsuit was filed in March 1994.

Mr. Repasky informs Judge Schmidt that many of the Settlement
Claimants are elderly and would benefit greatly from their
settlement before they die.  Others have on-going medical needs
as a result of their injuries and will use the settlement money
to pay medical bills, while some of the Settlement Claimants are
young people looking for college funds.

A prompt sale of the Property will pose no adverse consequences
to ASARCO or other creditors, and on the contrary, will provide
additional funds for ASARCO, Mr. Repasky states.

Accordingly, the Turley and Pendley Settlement Plaintiffs ask the
Court to:

   (a) lift the automatic stay to permit them to pursue their
       right under state law to El Paso Property, including any
       right to sell the Property and satisfy the remaining
       amounts due under the Judgment Settlement; or

   (b) in the alternative, direct ASARCO to satisfy their claims
       on or before July 19, 2006.

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: Wants Stay Continued on Atlantic Richfield Lawsuit
--------------------------------------------------------------
As reported in the Troubled Company Reporter on April 10, 2006,
Atlantic Richfield Company asked the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to lift the automatic
stay to plead (but not to prosecute) its cross-claims.

Atlantic Richfield's claims stemmed from a complaint that the
Department of Environmental Quality in the State of Montana filed
on Aug. 11, 2004, against ASARCO LLC, American Smelting and
Refining Company, Atlantic Richfield Company and ARCO
Environmental Remediation LLC in the Montana First Judicial
District Court, Lewis & Clark County.

The Montana Civil Action alleges contamination and threats of
contamination of pollutants and hazardous substances from the
Upper Blackfoot Mining Complex in Lewis & Clark County, Montana.
It also alleges that the Debtors and Atlantic Richfield are
liable for the remedial costs associated with the alleged
contamination.  The Complaint seeks to recover clean up costs and
related damages.

Atlantic Richfield seeks:

    (a) a judgment in an amount equal to remedial action and other
        costs it incurred with respect to the UBMC and any
        liability assessed against it in the Montana Civil Action;

    (b) a declaration that ASARCO is liable for all future
        remedial actions required by the DEQ or any agency having
        jurisdiction to abate environmental conditions at the
        UBMC; and

    (c) prejudgment interest.

                         Debtors Respond

The Debtors contend that Atlantic Richfield Company and ARCO
Environmental Remediation LLC's request is unnecessary because
Atlantic Richfield is sufficiently protected by Section 108(c) of
the Bankruptcy Code.

The Debtors argue that granting the request could encourage
similar unnecessary action by other creditors in similar
situations, and inadvertently require them to take further action
to preserve their own rights in the litigation.

Tony M. Davis, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the Court that the Debtors and Atlantic Richfield are engaged in
settlement discussions and expect to resolve Atlantic Richfield's
request on mutually acceptable terms.

Mr. Davis says that if no agreement is reached, they reserve
their right to file a supplemental objection.

The Debtors ask the Court to deny Atlantic Richfield's request.

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).


AZTAR CORP: Inks $48-Per-Share Merger Agreement with Pinnacle
-------------------------------------------------------------
Aztar Corporation (NYSE: AZR) has further amended its merger
agreement with Pinnacle Entertainment, Inc. to increase the
purchase price to $48.00 per share of Aztar common stock, subject
to adjustment.

Under the merger agreement, each share of Aztar common stock will
be exchanged for $45.00 in cash and a fraction of a share of
Pinnacle common stock equal to $3.00 divided by the trading price
of a share of Pinnacle common stock over a specified trading
period, but no more than 0.12976 shares and no fewer than 0.08651
shares.

                        Competitive Bids

Aztar also received a definitive offer from Wimar Tahoe
Corporation d/b/a Columbia Entertainment, the gaming affiliate of
Columbia Sussex Corporation, to acquire Aztar in a merger
transaction in which the holders of Aztar common stock would
receive $50.00 per share in cash.  The definitive offer included a
signed merger agreement. Columbia Entertainment also provided
signed financing commitment letters.  The proposed merger
agreement contemplates a substantial deposit, payable to Aztar in
certain circumstances (including failure to obtain regulatory
approvals), in the event that an executed merger agreement, if
any, is terminated.

Aztar's Board has determined that the definitive offer from
Columbia Entertainment is reasonably likely to result in a
superior proposal and will evaluate all aspects of the definitive
offer from Columbia Entertainment.  Aztar's Board is not making
any recommendation at this time with respect to such offer, and
there can be no assurance that Aztar's Board will approve any
transaction with Columbia Entertainment or that a transaction will
result.

As announced on April 24, 2006, Pinnacle and Aztar had previously
entered into an amended merger agreement, under which Pinnacle
would acquire all of the outstanding common shares of Aztar for
$45.00 per share in cash.

                  About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,    
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                     About Aztar Corporation

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

                         *     *     *

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


BARCLAYS CAPITAL: Moody's Puts Ba1 Rating on $17MM Class G Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to the Barclays
Capital Commercial Real Estate LLC Grantor Trust Certificates,
TERRA LNR I:

            Barclays Capital Commercial Real Estate LLC
              Grantor Trust Certificates, TERRA LNR I

                * $370,400,000 Class A-1, rated Aaa
                * $17,090,000 Class A-2, rated Aaa
                * $34,190,000 Class B, rated Aa2
                * $45,580,000 Class C, rated A2
                * $17,110,000 Class D, rated A3
                * $34,190,000 Class E, rated Baa2
                * $17,090,000 Class F, rated Baa3
                * $17,124,000 Class G, rated Ba1

Moody's ratings are based on the quality of the collateral, the
levels of credit enhancement furnished by the subordinate
tranches, and on the structural and legal integrity of the
transaction.  The ratings on the Class A and Class B Certificates
address the likelihood of receipt by certificate holders of timely
payment of interest and the ultimate payment of principal by the
rated final distribution date in June 2017.  The ratings on the
Class B, C, D, E, F and G Certificates address the likelihood of
receipt by certificate holders of the ultimate payment of interest
and the ultimate payment of principal by the rated final
distribution date in June 2017.


BIOJECT MEDICAL: Recurring Losses Prompt Going Concern Doubt
------------------------------------------------------------
KPMG LLP raised substantial doubt about Bioject Medical
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm points to the company's
recurring losses, negative cash flow and accumulated deficit.

For the year ended Dec. 31, 2005, the company reported a
$6,589,304 net loss on $12,288,194 of revenue.  For the year
ended Dec. 31, 204, the company reported a $9,080,533 net loss.  
The Company reported a $9,332,234 net loss for the year ended
Dec. 31, 2003.

For the year ended Dec. 31, 2005, the company reported assets
totaling $19,946,000 and a shareholders equity of $6,543,000.

A full-text copy of the company's annual report in Form 10-K is
available for free at http://ResearchArchives.com/t/s?85b

Headquartered in Portland, Oregon, Bioject Medical Technologies
Inc. -- http://www.bioject.com/-- develops and manufactures  
needle-free drug delivery systems. Needle-free injection works by
forcing medication at high speed through a tiny orifice held
against the skin.  This creates a fine stream of high-pressure
fluid penetrating the skin and depositing medication in the tissue
beneath.  The Company focuses on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.


BIOJECT MEDICAL: Sells New Jersey Office Building for $1.125 Mil.
-----------------------------------------------------------------
Bioject Medical Technologies Inc. sold its New Jersey office
building located at 211 Somerville Road in Bedminster, New Jersey
on Apr. 13, 2006.  The company received $1.125 million net
proceeds from the sale.

The property was the collateral for its $3 million term loan with
Partners For Growth, L.P.  Pursuant to the terms of the term loan
agreement, the net proceeds from the sale will be used to pay down
the outstanding balance on the term loan, with the proceeds first
applied to the scheduled principal payments on the loan in the
inverse order of maturity.

The company reports that $917,000 of the proceeds was applied to
the long-term portion of the outstanding balance of the term loan
and the remaining $131,000 of available proceeds was applied to
the current portion.  The company says that the remaining balance
outstanding on the term loan was approximately $833,000, which
will be repaid in the regularly scheduled monthly installments
through January 2007.

Headquartered in Portland, Oregon, Bioject Medical Technologies
Inc. -- http://www.bioject.com/-- develops and manufactures  
needle-free drug delivery systems. Needle-free injection works by
forcing medication at high speed through a tiny orifice held
against the skin.  This creates a fine stream of high-pressure
fluid penetrating the skin and depositing medication in the tissue
beneath.  The Company focuses on developing mutually beneficial
agreements with leading pharmaceutical, biotechnology, and
veterinary companies.


BRODER BROS: Earns $2.3 Million in 2005 Fourth Quarter
------------------------------------------------------
Broder Bros., Co. reported a fourth quarter 2005 net sales of
$263 million compared to $242 million for the fourth quarter 2004.  

Broder Bros' income from operations for the fourth quarter 2005 is
$13.3 million compared to fourth quarter 2004's $8.5 million,
while its fourth quarter 2005 net income was $2.3 million compared
to net income of $0.8 million for the fourth quarter 2004.

The company's fourth quarter 2005 net sales on a pro forma basis
were $263 million compared to pro forma net sales of $242 million
for the fourth quarter 2004.  Its fourth quarter 2005 pro forma
income from operations was $13.3 million compared to $8.9 million
in fourth quarter 2004.

For full year 2005, the company's net sales of $978.4 million
improved over prior year actual net sales of $877.4 million and
pro forma net sales of $967.2 million for fiscal 2004.  Its income
from operations for fiscal 2005 was $32.2 million compared to
prior year actual income from operations of $26 million and pro
forma income from operations of $28.7 million for fiscal 2004.  

                        Business Outlook

In 2006 the Company intends to maintain a balanced focus on
promoting trade, exclusive and private label brand products.  
Sales force incentives, training and recruiting efforts in 2006
are expected to support improved performance in trade brand
products.  The Company said it will continue to align with key
suppliers to provide a broad assortment of competitively priced
products.

The Company is developing improved inventory management systems
and processes to insure that the appropriate assortment and depth
of product inventory is maintained in each of its distribution
centers to meet customer needs.  In addition, the Company is also
creating multi-branded distribution centers to improve inventory
availability to customers, reduce overall inventory levels,
and to obtain operational cost savings.  

Following the success of a dual-branded facility introduced in
Atlanta during the fourth quarter 2005, in March 2006 the Company
successfully consolidated a Houston Broder distribution facility
into an existing Houston Alpha distribution facility, which now
operates as a dual-branded Broder-Alpha facility.  

By the end of 2006, the Company expects to deploy the multi-
branded distribution center consolidation strategy in at least one
additional market, with further potential consolidation
opportunity beyond 2006.  The Company will also seek to further
reduce operating expenses and improve service levels by
consolidating existing call centers into fewer locations.

                      About Broder Bros.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co. --
http://www.broderbrosco.com/-- owns and operates three leading  
brands in the imprintable sportswear industry: "Broder," "Alpha,"
and "NES."  The Company operates 16 distribution centers
throughout the United States and offers all of the leading
industry product styles including those manufactured by Gildan,
Hanes, Jerzees, Fruit of the Loom, and Anvil, as well as many
exclusive brands including Adidas Golf, Champion and Columbia
Sportswear.  The Company also develops proprietary brands
including Devon & Jones, Chestnut Hill, Authentic Pigment,
Harriton, HYP, Desert Wash, Great Republic and Harvard Square.

Broder Bros., Co. was purchased in May 2000 by Bain Capital, a
private equity investment firm.  Subsequent to Bain's purchase of
Broder Bros., Co., the Company expanded its geographic reach and
market share through the acquisitions of St. Louis T's in 2000,
Full Line Distributors and Gulf Coast Sportswear in 2001, T-Shirts
& More and Alpha Shirt Company in 2003, and NES Clothing Company
in 2004.

                         *     *     *

Moody's put B3 debt rating and B1 corporate family rating on
Broder Bros., Co.  The ratings were placed on Sept. 5, 2003, with
a negative outlook.

With a stable outlook, Standard & Poor's placed the company's
long term foreign and local issuer credit ratings at B on
Aug. 19, 2005.


CAL AUTO: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cal Auto Transpeed Power Engine Parts Inc.
        345 Cloverleaf Drive, Suite C
        Baldwin Park, California 91706

Bankruptcy Case No.: 06-11665

Chapter 11 Petition Date: April 27, 2006

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Gary Hollingsworth, Esq.
                  2920 Huntington Drive, Suite 218
                  San Marino, California 91108
                  Tel: (626) 292-2626

Total Assets: $3,841,659

Total Debts:  $2,543,281

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
David J. Chen                        $120,000
5715 Rocking Horse Way
Orange, CA 92869

Mr. Richard D. Salyer                 $53,095
P.O. Box 39517
Downey, CA 90239

A1 Technologies                       $45,166
7022 Alondra Boulevard
Paramont, CA 90732

Wells Fargo Card Services             $39,780

Bank of America                       $23,125

Purchase Power                         $5,621

Citibusiness Card Service              $4,747

Saia Motor Freight Line, Inc.          $4,693

Officemax Credit Plan                  $2,854

Daylight Transport, LLC                $2,634

American Express Co.                   $2,239


CAPITALSOURCE COMMERCIAL: Moody's Rates $31.29 Mil. Notes at Ba2
----------------------------------------------------------------
Moody's assigned ratings to five classes of notes issued by
CapitalSource Commercial Loan Trust 2006-1

Moody's Ratings:

   1) Aaa to the $567,134,000 Class A Floating Rate
      Asset Backed Notes;

   2) Aa2 to the $27,379,000 Class B Floating Rate
      Deferrable Asset Backed Notes;

   3) A2 to the $68,447,000 Class C Floating Rate
      Deferrable Asset Backed Notes;

   4) Baa3 to the $52,803,000 Class D Floating Rate
      Deferrable Asset Backed Notes; and

   5) Ba2 to the $31,290,000 Class E Floating Rate
      Deferrable Asset Backed Notes.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the servicer,
CapitalSource Finance LLC.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Citigroup, is a securitization
of middle market and broadly syndicated loans.


CEQUEL COMM: High Financial Risk Cues Moody's Junk Loan Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
on Cequel Communications, LLC, fka Cebridge III, LLC, and assigned
a Caa1 rating to its proposed senior secured second lien loan.  
Moody's also affirmed the B1 rating on the senior secured first
lien credit facility; Cequel increased the first lien term loan to
$2.1 billion from the $2 billion originally proposed.

Cequel intends to use the proceeds of the $675 million second lien
term loan to fund the acquisition of cable systems from Charter
Communications, Inc.  Cequel intends to use proceeds of the first
lien facility, combined with over $600 million of cash equity
contributions, to fund the acquisition of cable systems from Cox
Communications, Inc.  

Moody's based its analysis and corporate family rating on Cequel
pro forma for the combination of the existing cable assets of
Cebridge Connections, Inc., and the cable systems acquired from
Cox and Charter; Moody's would reevaluate all ratings if the
Charter transaction does not occur.

The ratings reflect high financial risk and execution challenges
related to the integration of acquired systems and the rollout of
telephony, as well as Cequel's below average operating performance
and delay in offering advanced services relative to most of its
incumbent cable peers.  Notwithstanding this delay, the combined
entity's improved asset efficiency and scale and potential for
cash flow growth support the ratings.  Moody's also considers the
sizeable personal equity contribution from management a credit
strength.

The outlook is stable.

Rating actions:

   * Assigned Caa1 Rating to Senior Secured Second Lien
     Bank Credit Facilities

   * Affirmed B2 Corporate Family Rating

   * Affirmed B1 Rating on Senior Secured First Lien
     Bank Credit Facilities

Moody's notches the first lien bank debt up to B1 from the B2
corporate family rating because first lien lenders benefit from
high asset value and the junior debt cushion, which Moody's
estimates at approximately one-quarter of total debt.  The
priority interest in the assets of the second lien lenders is
subordinate to that of the first lien lenders, and the Caa1 rating
on the second lien loan reflects this subordination. Moody's would
reevaluate both the corporate family rating and notching in the
unlikely event that the Charter transaction does not occur.

Cequel Communications, LLC, is a newly created entity formed to
consolidate the assets of Cebridge Connections with cable systems
to be acquired from Cox Communications Inc., and Charter
Communications Inc.  Pro forma for these acquisitions and the
expected disposition of minor non-core assets, the company will
service approximately 1.3 million basic video customers.  The
company also provides high speed data and telephony services, and
its pro forma annual revenue for the year ended 2005 was
approximately $1 billion.


CHC HELICOPTER: Majority Shareholder Ends Acquisition Talks
-----------------------------------------------------------
Craig L. Dobbin, O.C., the controlling shareholder and Executive
Chairman of CHC Helicopter Corporation, terminated his discussions
with two unaffiliated private equity firms regarding a potential
acquisition of the Company.  Mr. Dobbin advised the Company's
Board of Directors that no offer would be made to shareholders
arising from the discussions.

As reported in the Troubled Company Reporter on March 16, 2006,
Mr. Dobbin evaluated the feasibility of the potential acquisition
based on these non-binding terms:

     a) a price per Class A Subordinate Voting Share and Class B
        Multiple Voting Share in the range of CDN$30 to $32.50;

     b) an equity interest of Mr. Dobbin in the newly formed
        acquisition vehicle of approximately 14% through a
        combination of common equity and options;

     c) minority board representation rights and minority
        protective provisions for Mr. Dobbin;

     d) pre-emptive rights for Mr. Dobbin (including tag-along
        rights and piggyback/demand registration rights); and

     e) entry by Mr. Dobbin into a voting agreement in favor of
        the proposed transaction in the event that definitive
        agreements are executed.

The private equity firm had the exclusive right to evaluate the
proposed transaction until April 30, 2006.  Mr. Dobbin also agreed
not to enter into or support any alternative transaction until
July 31, 2006.

CHC's Board established a special committee of independent
directors to consider any potential transaction that may result
from the potential acquisition.  The Special Committee retained
independent legal and financial advisors to evaluate the deal.

Mr. Dobbin filed an amended Schedule 13D with the Securities and
Exchange Commission in connection with the potential acquisition.

A full-text copy of the Schedule 13D is available at no charge
at http://ResearchArchives.com/t/s?860

                       About CHC Helicopter

CHC Helicopter Corporation (TSX: FLY.SV.A and FLY.MV.B; NYSE: FLI)
-- http://www.chc.ca/-- is the world's largest provider of  
helicopter services to the global offshore oil and gas industry,
with aircraft operating in more than 30 countries worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
Moody's Investors Service assigned a B2 rating to CHC Helicopter
Corporation's proposed USCND100 million senior subordinated note
add-on to the existing 7.375% senior subordinated notes issue
while affirming the Ba3 senior implied rating.  Moody's changed
the outlook to stable from positive to accommodate the company's
growth leverage back to historical levels and that is considered
full for the Ba3 senior implied rating and no longer supportive of
a positive outlook.  Moody's noted that the increased debt beyond
what was utilized for the strategic Schreiner acquisition has
funded the company's aircraft fleet expansion and growth of its
repair and overhaul business.


CHENIERE ENERGY: S&P Affirms Low-B Corp. Credit & Loan Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy Inc. and affirmed its 'BB' rating
on the $600 million term B bank loan at Cheniere LNG Holdings LLC,
an indirectly owned, 100% subsidiary of Cheniere Energy.  The
outlook is stable.
     
"The affirmation of CLH's rating incorporates the progress made to
date on the construction of the Sabine Pass liquefied natural gas
terminal, including the delays and additional costs imposed by
Hurricane Katrina as well as Chevron's decision, in December 2005,
to increase its offtake from the terminal to 1 billion cubic feet
per day from 700 million cubic feet per day," said Standard &
Poor's credit analyst Swami Venkataraman.
     
"The 'B' corporate credit rating on Cheniere Energy incorporates
the progress Cheniere has made in executing its liquefied natural
gas strategy, as well as the implementation of a ring-fencing
structure around Cheniere LNG Holdings that will result in no cash
distributions to Cheniere from the Sabine Pass project," he added.
     
The Sabine Pass project will have strong cash flows once
operational, underpinned by terminal use agreements for 2.0
billion cubic feet/day (bcf/day) of Sabine's 2.6 bcf/day capacity
with Chevron and Total that provide for fixed, take-or-pay
capacity payments irrespective of usage, and carry no commodity
risk.
     
The 'BB' rating on CLH primarily reflects its stand-alone
creditworthiness, but its ownership by Cheniere Energy is also
incorporated in the rating, notwithstanding the ring-fencing.  No
upside exists prior to successful commencement of operations at
Sabine Pass, even if the rating on Cheniere Energy were to be
raised for other reasons.  The rating could be lowered if there
are construction difficulties at Sabine Pass or if the rating on
Cheniere Energy is lowered, in which case the rating on CLH would
be lowered in order to maintain no more than a three-notch rating
differential between the two entities.


CLAYPTE BIOMEDICAL: Negative Cash Flows Prompt Going Concern Doubt
------------------------------------------------------------------
Odenberg, Ullakko, Muranishi & Co. LLP, expressed substantial
doubt about Calypte Biomedical Corporation's ability to continue
as a going concern after it audited the company's financial
statement for the year ended Dec. 31, 2005.  The auditing firm
points to the company's recurring losses from operations and
negative cash flows.

For the year ended Dec. 31, 2005, the company reported $8,763,000
net loss on $427,000 of revenues.  This compares to a $17,266,000
net loss on total revenues of $531,000 for the year ended Dec. 31,
2004.  Accumulated deficit at Dec. 31, 2005 was $154 million.

At Dec. 31, 2006, the company had $5,590,000 in total assets and
$12,741,000 in total liabilities resulting in a $7,151,000
stockholders' deficit.

                           Notes Issue

The company issued an aggregate of $2.5 million of 7% Promissory
Notes to Marr Technologies BV, its largest stockholders from
January 2006 to March 2006 and has the right to issue additional
$1.5 million of notes.  Under the terms of the 2005 Credit
Facility with Marr, the notes are due in April 2007.

                  Need for Additional Financing

The company however says that the proceed of the notes were
insufficient to provide the company with liquidity to required to
fully attain its business milestones, achieve positive cash flow
The Company believes its cash resources will be insufficient to
sustain its operations through 2006 without additional financing.

A full-text copy of the company's annual report in Form 10-K is
available for free at http://ResearchArchives.com/t/s?85c

Headquartered in Lake Oswego, Oregon, Calypte Biomedical
Corporation -- http://www.calypte.com/-- manufactures testing  
solutions for HIV, STDs, and other chronic diseases.


COMMUNITY HEALTH: Earns $54 Million of Net Income in First Quarter
------------------------------------------------------------------
Community Health Systems, Inc.'s (NYSE: CYH) net operating
revenues for the quarter ended March 31, 2006, totaled
$1.027 billion, a 13.0% increase compared with $908.3 million
for the same period last year.  Income from continuing operations
increased 16.7% to $57.3 million on 98.2 million weighted average
shares outstanding for the quarter ended March 31, 2006, compared
with $49.1 million on 98.1 million weighted average shares
outstanding for the same period last year.

Net income increased to $54 million for the quarter ended
March 31, 2006, compared with $36 million for the same period last
year.  Loss on discontinued operations for the quarter ended
March 31, 2006, consists of an after-tax loss of approximately
$3.2 million related primarily to the sale of one hospital in
March of 2006, which was designated as being held for sale at
December 31, 2005.

The first quarter 2006 results include additional compensation
expense of $3.2 million resulting from stock-based compensation
calculated under SFAS No. 123(R), "Share-Based Payment".

Adjusted EBITDA for the first quarter of 2006 was $158.5 million,
compared with $143.8 million for the same period last year,
representing a 10.2% increase.  Adjusted EBITDA is EBITDA
adjusted to exclude discontinued operations and minority
interest in earnings.  The Company uses adjusted EBITDA as a
measure of liquidity.  Net cash provided by operating activities
for the first quarter of 2006 was $90.8 million, compared with
$148.7 million for the same period last year.

The consolidated financial results for the quarter ended
March 31, 2006, reflect a 4.6% increase in total admissions
compared with the same period last year.  This increase is
primarily attributable to hospitals acquired during 2006 and 2005.
On a same-store basis, admissions decreased 2.4% and adjusted
admissions decreased 0.9%, compared with the same period last
year.  The absence of a flu season and respiratory -- related
volume contributed to these decreases compared to a strong season
last year.  On a same-store basis, net operating revenues
increased 6.8%, compared with the same period last year.

Commenting on the results, Wayne T. Smith, chairman, president and
chief executive officer of Community Health Systems, Inc. stated,
"The first quarter marks a very strong start to 2006.  For the
first time in Community Health Systems' operating history, the
Company exceeded $1 billion in quarterly revenues.  In addition to
our impressive top-line growth, we have compiled an enviable track
record of consistently meeting our earnings targets.  Our
continued profitability and operating execution reflects our
ability to leverage our proven centralized and standardized
operating platform in our hospitals."

On March 1, 2006, the Company completed the acquisition of Forrest
City Hospital, a 118-bed acute care hospital located in Forrest
City, Arkansas.  The Company is the sole provider of acute care
hospital services in the Forrest City, Arkansas, market.

On April 1, 2006, the Company completed the acquisition of two
hospitals from the Baptist Health System, Birmingham, Alabama:
Baptist Medical Center - DeKalb (134 beds) located in Fort Payne,
Alabama and Baptist Medical Center - Cherokee (60 beds) located in
Centre, Alabama.  Each hospital is the sole provider of hospital
services in its community.

"Our acquisition pace has continued to be strong and steady
through the first quarter of this year," Mr. Smith added.  "More
importantly, with the definitive agreements we have pending and
other active opportunities in our pipeline, the market looks very
favorable for 2006.  Our track record demonstrates that we are
well positioned to make the most of these opportunities.  We are
very pleased with these trends in our business as we continue to
build our portfolio of hospitals and extend our business model to
more communities.  We look forward to another successful year for
Community Health Systems."

Located in the Nashville, Tennessee, suburb of Brentwood,
Community Health Systems, Inc.,  -- http://www.chs.net/--  
operates general acute care hospitals in non-urban communities
throughout the country.  Through its subsidiaries, the company
currently owns, leases or operates 71 hospitals in 21 states.  Its
hospitals offer a broad range of inpatient medical and surgical
services, outpatient treatment and skilled nursing care.  Shares
in Community Health Systems, Inc. are traded on the New York Stock
Exchange under the symbol "CYH."

                         *     *     *

Standard & Poor's Ratings Services revised its outlook on
Brentwood, Tennessee-based hospital operator Community Health
Systems Inc. to positive from stable in September 2005.  Ratings
on the company, including the 'BB-' corporate credit rating, were
affirmed.


CONSTELLATION BRANDS: S&P Rates New $3.5 Billion Facilities at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $3.5 billion senior secured
credit facilities.  The bank loan rating and accompanying analysis
are based on preliminary documentation and subject to review once
final documentation has been received.
     
Existing ratings on the beverage alcohol producer and distributor,
including its 'BB' corporate credit rating, were affirmed.  Pro
forma for the transaction, Fairport, the New York-based company
would have about $4.2 billion of debt outstanding.  The outlook is
negative.
     
Net proceeds from the bank facilities will be used to:

   a) finance the proposed Vincor International Inc. acquisition;

   b) refinance Constellation Brands' existing bank term debt; and

   c) provide for working capital and other general corporate
      purposes.

Ratings on the company's $2.9 billion of existing bank facilities
will be withdrawn upon closing of the new facility.


CREDIT SUISSE: S&P Downgrades Class I-B-3 Certificate Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
I-B-3 of Credit Suisse First Boston Mortgage Securities Corp.'s
mortgage pass-through certificates series 2002-9 and placed it on
CreditWatch with negative implications.
     
The downgrade and negative CreditWatch placement reflect continued
erosion of credit support for the class, as the transaction
continues to incur losses each month.  During the April 2006
remittance period, credit support for class I-B-3 was written down
by an additional $52,739, leaving $497,769 to cover future losses
that may result from the approximately 25% of loan group I that is
delinquent.  In addition, about half the delinquencies are severe
(90-plus days, foreclosure, REO, and bankruptcy).  To date, loan
group I has incurred $2,088,966 in realized losses, which is
approximately 0.37% of its original principal balance.
     
Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the credit support for class I-B-3 does
not erode further as a result of losses, the rating agency will
affirm the rating and remove it from CreditWatch negative.
Conversely, if losses continue to erode credit support for the
class, further downgrades can be expected.
     
The collateral for this transaction consists of 30-year, fixed- or
adjustable-rate, first- or second-lien mortgage loans secured by
one- to four-family residential properties.  Credit support is
provided by subordination.
   
Rating lowered and placed on creditwatch negative:
   
Credit Suisse First Boston Mortgage Securities Corp.
Mortgage pass-through certificates series 2002-9, loan group 1
                
                                     Rating
                Class          To            From
                -----          --            ----
                I-B-3      B/Watch Neg        BB


CURATIVE HEALTH: Gets Access to $45-Million DIP Financing
---------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York gave Curative Health Services,
Inc., and its debtor-affiliates permission to borrow $45 million
from a syndicate of financial institutions, with General Electric
Capital Corporation, as administrative agent and GE Capital
Markets Group, Inc., as lead arranger.

The Court also allowed the Debtors to use cash, which secures
their prepetition debt with the same group of lenders.  The
proceeds from the debtor-in-financing loan and the cash collateral
will be used to:

   (1) pay in full the Debtors' $38.3 million debt with their
       prepetition secured lenders; and

   (2) pay vendors, suppliers, employees, and to satisfy other
       working capital and operational needs.

Obligations under the DIP Loan will have priority over any and all
administrative expenses, diminution claims and all other claims
against the Debtors.

Headquartered in Nashua, New Hampshire, Curative Health Services,
Inc. -- http://www.curative.com/-- provides Specialty Infusion      
and Wound Care Management services.  The company and 14 of its
affiliates filed for chapter 11 protection on Mar. 27, 2006
(Bankr. S.D.N.Y. Case No. 06-10552).  Brian E. Greer, Esq.,
and Martin N. Flics, Esq., at Linklaters, represent the Debtors in
their restructuring efforts.  The Debtors financial condition as
of Sept. 30, 2005 showed $155,000,000 in total assets and
$255,592,000 in total debts.


DANA CORP: Settles Payment of $8.3 Mil. Pension Plan Contribution
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates are parties to
collective bargaining agreements with unions representing certain
of their employees.  In connection with the CBAs and, as part of
their benefit programs for certain non-union employees, the
Debtors maintain defined benefit pension plans and periodically
make contributions to the plans.

The latest contribution required by the Internal Revenue Code and
the Employee Retirement Income Security Act to certain of the
Pension Plans was on April 15, 2006, for $8,303,000.

The Debtors desire to make the April 15 Contribution.  However,
the Official Committee of Unsecured Creditors asserts that
postpetition contributions to the Pension Plans on account of
prepetition services are not required under the Bankruptcy Code.

Accordingly, the parties, in a stipulation approved by the U.S.
Bankruptcy Court for the Southern District of New York, agree
that:

   (1) The Debtors will make the April 15 Contribution.  The DIP
       Lenders have indicated that they will consent to the April
       15 Contribution by means of an amendment to the DIP Credit
       Facility; and

   (2) Neither the making of the April 15 Contribution nor any
       party's consent is intended nor will it be deemed
       or construed as a waiver of the right of any party to
       challenge, or otherwise contest the ability, or alleged
       obligation, of the Debtors to make any future Pension
       Contributions.  The parties reserve their rights and
       remedies with respect to all aspects of the Pension
       Funding Dispute.

                      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 selected 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).


DILLARD'S INC: Moody's Holds Low-B Debt & Corp. Family Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed Dillard's, Inc., long term debt
ratings and changed the outlook to positive from stable.  The
change in outlook to positive acknowledges the signs of
stabilization in the company's comparable store sales, the
continued reduction in debt balances, and its strong liquidity.

Comparable store sales for the FYE 2005 were flat; an improvement
when compared to the five years of consistently negative comps the
company has been posting since fiscal year 2000.  In addition, the
company has reduced debt to $1.5 billion at
Jan. 28, 2006 from $2.2 billion at Jan. 31, 2004 resulting in
Debt/EBITDA improving to 3.8x from 5.8x over this period.

While the company's debt reduction efforts have improved its
credit metrics to a level appropriate for a higher rating category
than B1, Dillard's corporate family rating continues to be
constrained by the company's pressured regional competitive
position within the challenged department store industry, as well
as by the uneven track record of management as it has sought to
respond to competition.

Fierce competition and uneven execution have resulted in weak
margins that are well below those of industry peers and in its
five year negative comparable store sales trend.  Although the
negative sales trend has begun to show signs of stabilization,
comparable store sales levels have not yet returned to reasonably
positive levels.

The rating is also constrained below the level suggested by the
company's credit metrics by Moody's concerns regarding corporate
governance, including the limited independence of the board of
directors from the controlling family and weak accountability of
senior management.  These negative rating factors are partially
mitigated by the degree to which debt has been reduced in recent
years, the company's strong liquidity, and its solid portfolio of
unencumbered real estate assets.

These ratings are affirmed:

   1) Dillard's, Inc.

      * Corporate Family Rating at B1
      * Senior unsecured debt ratings at B2
      * Subordinated debt ratings at B3

   2) Dillard's Capital Trust I

      * Backed preferred stock at B3

The rating outlook is positive.

Ratings could be upgraded should the company evidence ongoing
stability in its sales by improving comparable store sales to
reasonably positive levels, while increasing EBIT margins to at
least 4%, and maintaining Debt/EBITDA below 4.0x.  Given the
positive outlook it is currently unlikely that ratings would be
downgraded.  However, the rating outlook could be stabilized
should comparable store sales turn consistently negative or should
Debt/EBITDA rise above 5.0x or EBIT margins fall below 2.0%.

Dillard's, Inc., headquartered in Little Rock, Arkansas, operates
approximately 330 department stores in 29 U.S. states.  Revenues
for fiscal year ended Jan. 28, 2006 were approximately
$7.7 billion.


EASY GARDENER: Organizational Meeting at 11:00 a.m. Today
---------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3 will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Easy Gardener Products, Ltd., and its
debtor-affiliates' chapter 11 cases at 11:00 a.m., on May 1, 2006,
at Room 5209, J. Caleb Boggs Federal Building, 844 King Street in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Easy Gardener Products, Ltd. -- http://www.easygardener.com/--  
manufactures and markets a broad range of consumer lawn and garden
products, including weed preventative landscape fabrics,
fertilizer spikes, decorative landscape edging, shade cloth and
root feeders, which are sold under various recognized brand names
including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and
Ross.  The Company and four of its affiliates filed for bankruptcy
on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).  
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they reported assets amounting to
$103,454,000 and debts totaling $107,516,000.


ELECTRIC CITY: Low Equity Prompts AMEX Delisting Notice
-------------------------------------------------------
Electric City Corp. (Amex: ELC) received a delisting notice from
the American Stock Exchange on April 21, 2006.

Based on the Amex Staff's review of the Company's recently filed
Annual Report on Form 10-K, the stockholders' equity of Electric
City was below the Exchange's level required for continued listing
pursuant to Section 1003(a)(iii) of the American Stock Exchange's
Company Guide.

The Exchange has requested that the Company provide a plan by
May 22, 2006, advising the Exchange of action Electric City has
taken, or will take, that will bring the Company into compliance
with the listing standards within eighteen months.  Failure to
provide the requested plan, or if the Company submits a plan that
is not accepted by the Exchange, will subject the Company to
delisting procedures.

Electric City is in process of considering what action to take and
preparing a response to the Exchange's notice.

A full-text copy of Electric City's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?728

                       About Electric City

Headquartered in Elk Grove Village, Illinois, Electric City Corp.
-- http://www.elccorp.com/-- is a leading developer, manufacturer
and integrator of energy savings technologies and performance
monitoring systems.  Electric City is comprised of three
integrated operating companies that provide customers with total
energy solutions.  With thousands of customer installations across
North America, Electric City has been reducing customers'
operating costs for over 20 years.  By linking its customers'
sites, the Company is developing large-scale, dispatchable, demand
response systems we call Virtual Negawatt Power Plan.  The Company
is developing its first VNPP(R) development - a 50-Megawatt
negative power system for ComEd in Northern Illinois, a second 27-
Megawatt system with PacifiCorp in the Salt Lake City area, and a
pilot program in Ontario, Canada with Enersource.
    
                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on March 30, 2006,
BDO Seidman, LLP, expressed substantial doubt about Electric City
Corp.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations.

                        2005 Financials

For the 12 months ended Dec. 31, 2005, Electric City incurred a
$6,872,738 net loss on $4,854,772 of total revenues.  For the
12 months ended Dec. 31, 2004, the Company incurred a $5,159,362
net loss on $2,412,635 of total revenues.


ENRON CORP: Northern Trust Inks $37.5M Deal with Tittle Claimants
-----------------------------------------------------------------
Northern Trust Corporation's principal subsidiary, The Northern
Trust Company, has reached an agreement with counsel for the
plaintiffs in Tittle v. Enron Corp. to seek approval of a
settlement of that class action case at $37.5 million, all of
which will be paid by Northern Trust's insurance carriers.

The Tittle case was filed in 2001 on behalf of participants in the
Enron employment benefit plans that held Enron stock as an asset.  
Northern Trust served in administrative capacities for Enron's
401(k) and employee stock ownership plans.

"Northern Trust performed its duties prudently and carefully,"
said Kelly R. Welsh, Northern Trust Executive Vice President and
General Counsel.  "But given the unpredictable nature of
litigation in general and the risks associated with Enron-related
litigation in particular, we have chosen to put this issue behind
us for less than our insurance policy limits."

Before the settlement can be finalized, it will have to be
approved by U.S. District Court Judge Melinda Harmon.  As part of
the proposed settlement, Northern Trust has agreed to give up any
claim it might have against Enron arising out of or relating to
the Enron employee benefit plans.  Because the proposed settlement
is being funded entirely by insurance proceeds, it will have no
impact on Northern Trust's earnings.

                      About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) --
http://www.northerntrust.com/-- is a provider of investment  
management, asset and fund administration, fiduciary and banking
solutions for corporations, institutions and affluent individuals
worldwide.  Northern Trust, a multibank holding company based in
Chicago, has a growing network of 84 offices in 18 U.S. states and
has international offices in 12 locations in North America, Europe
and the Asia-Pacific region.  As of December 31, 2005, Northern
Trust had assets under custody of $2.9 trillion, and assets under
investment management of $618 billion.

                        About Enron

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


ENRON CORP: Court Approves Menlo & Fremont Settlement Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved settlement agreement between with Menlo Life Insurance
Co., and Fremont Indemnity Company, as successor by merger with
Fremont Pacific Insurance Company.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
said that, in a series of transfers starting on October 26,
2001, and concluding on November 6, 2001, Enron transferred over
$1 billion to various entities to prepay or redeem, prior to its
stated maturity date, commercial paper that Enron had previously
issued.

On June 4, 2003, the California Superior Court for the County of
Los Angeles entered an order placing Fremont and all of its
assets into statutory conservation and vested John Garamendi,
California Insurance Commissioner, as the liquidator for all of
Fremont's assets and ordered him to conduct an orderly wind-up
and liquidation of Fremont's business.

On December 1, 2003, Enron filed Adversary Proceeding No.
03-92677 against J.P. Morgan Securities Inc. and other parties,
including the Menlo/Fremont Parties.  The complaint seeks to (x)
disallow the Defendants' claims against Enron and (y) avoid and
recover preferential or fraudulent transfers in relation with the
early redemption transfers of the commercial paper, in these
amounts:

      Defendant                 Amount
      ---------                 ------
      Fremont Indemnity     $11,081,305
      Fremont Insurance       8,732,088
      Menlo                     614,283

By virtue of the Superior Court's liquidation order, Enron abated
its prosecution of the Adversary Proceeding but timely filed
Claim No. 850627 with the Liquidator for $25,426,522.

Pursuant to the Settlement Agreement, the parties agreed that:

  (1) Menlo will make a $290,000 settlement payment to Enron;
      
  (2) Menlo and Fremont will forfeit, waive and release any
      claims against Enron, including claims under Section 502(h)
      of the Bankruptcy Code;

  (3) Enron's Claim No. 850627 will be reduced from $25,426,522
      to $19,815,393; and

  (5) the Liquidator will allow Claim No. 850627 as a class 7
      claim under Section 1033(a)(7) of the California
      Insurance Code for 80% of the stated amount, or
      $15,850,714.

Enron agreed to execute a stipulation and order dismissing claims
against the Menlo/Fremont Parties in the Commercial Paper Action.  
Once filed with the Bankruptcy Court, the Stipulation will serve
to dismiss the claims against the Menlo/Fremont Parties in the
Adversary Proceeding.

                           About Enron

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


FINANCIAL ASSET: S&P Affirms Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 14
classes of mortgage pass-through certificates from Financial
Asset Securities Corp. series 2004-RP1.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Total delinquencies
for this transaction are 29.45% for loan group 1 and 22.41% for
loan group 2.  Although delinquencies are relatively high,
realized losses have been moderate.  Cumulative realized losses
are 0.17% for loan group 1 and 0.02% for loan group 2.  The low
losses are attributed to the external support provided by VA
guaranties and FHA insurance policies.
     
The pools were initially composed of FHA and VA fixed- and
adjustable-rate reperforming mortgage loans.  The mortgage loans
are secured by first liens on one- to four-family residential
properties.
     
Ratings affirmed:
   
Financial Asset Securities Corp.
   
          Series       Class                     Rating
          ------       -----                     ------
          2004-RP1     I-F, I-HJ, I-S, II-A      AAA
          2004-RP1     I-B-1, II-B-1             AA   
          2004-RP1     I-B-2, II-B-2             A
          2004-RP1     I-B-3, II-B-3             BBB
          2004-RP1     I-B-4, II-B-4             BB
          2004-RP1     I-B-5, II-B-5             B


FOAMEX INT'L: Mulls Possible Changes to Joint Reorganization Plan     
-----------------------------------------------------------------
Foamex International Inc. will revise its business plan in
response to recent financial developments in the Company's
business performance.

Once the revised plan is completed, Foamex will consider any
appropriate modifications to its proposed Joint Plan of
Reorganization under chapter 11 of the Bankruptcy Code, which was
filed with the U.S. Bankruptcy Court for the District of Delaware
on Dec. 23, 2005.

Foamex said that until its business plan review is completed, it
cannot determine whether holders of its common stock and other
equity interests will receive or retain any interests in
reorganized Foamex under a modified chapter 11 Plan.  The current
Plan provides for no recoveries to equity holders.

A full-text copy of the Proposed Joint Plan of Reorganization is
available at no charge at http://ResearchArchives.com/t/s?859

A copy of the Company's March 2006 Monthly Operating Report is
available at no charge at http://ResearchArchives.com/t/s?857

                   About Foamex International

Headquartered in Linwood, Pa., Foamex International Inc.
(OTC: FMXIQ) -- http://www.foamex.com/-- is the world's leading  
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets.  The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries.  The Company and eight affiliates filed for chapter 11
protection on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  Attorneys at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represent the Debtors in their restructuring
efforts.  Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers
LLP are advising the ad hoc committee of Senior Secured
Noteholders.  Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq.,
at Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors.  As of July 3,  2005, the Debtors reported $620,826,000
in total assets and $744,757,000 in total debts.


GE COMMERCIAL: Moody's Rates $37.4 Mil. Preferred Certs. at Ba2
---------------------------------------------------------------
Moody's assigned these ratings to six classes of notes issued by
GE Commercial Loan Trust, Series 2006-1:

   1) Aaa to the $319,000,000 Class A-1 Floating Rate
      Secured Notes, due 2015;

   2) Aaa to the $281,007,000 Class A-2 Floating Rate
      Secured Notes, due 2017;

   3) Aaa to the $100,000,000 Class A-PT Floating Rate
      Secured Notes, due 2017;

   4) A2 to the $80,753,000 Class B Floating Rate Secured
      Deferrable Interest Rate Notes, due 2017;

   5) Baa2 to the $32,123,000 Class C Floating Rate Secured
      Deferrable Interest Rate Notes, due 2017;

   6) Ba2 to the $37,477,000 Preferred Trust Certificates.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the servicer,
GECC.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Citibank, is a securitization of
middle market and broadly syndicated loans.


GENELABS TECH: Accumulated Deficit Prompts Going Concern Doubt
--------------------------------------------------------------
Ernst & young LLP expressed substantial doubt about Genelabs
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statement for the year ended
Dec. 31, 2005.  The auditing firm points to the company's
recurring losses from operations, accumulated deficit and
availability of funds for use in operations.

For the year ended Dec. 31, 2005, the company reported $10,842,000
net loss on total revenues of $6,849,000.  This compares to a
$13,511,000 net loss in 2004 and a $19,807,000 net loss in 2003.

The Company said that cash and cash equivalents available will be
able to fund its operations.  At Dec. 31, 2005, the company had
cash, cash equivalents and restricted cash of $10.2 million, which
was a decrease of $16.3 million from the cash, cash equivalents
and restricted cash at December 31, 2004.  The 2005 decrease in
cash and cash equivalents was attributable to cash used in
operations to fund the Company's continued research on the
discovery of new treatments for hepatitis C virus infection and
development of Prestara.

The Company said that although its cash resources will provide it
with adequate liquidity for its operations at the beginning of the
fourth quarter of 2006, it will need additional capital to fully
carry out its business plans for 2006.

At Dec. 31, 2005, the company's balance sheet showed assets
totaling $12,661,000 and liabilities totaling $10,314,000
resulting in $2,347,000 in stockholders' equity.  Accumulated
deficits totaled $228,710,000 for the year ended Dec. 31, 2005,
compared to $217,868,000 for the year ended Dec. 31, 2004.

A full-text copy of the company's annual report in Form 10-K is
available for free at http://ResearchArchives.com/t/s?85c
http://ResearchArchives.com/t/s?85e

Headquartered in Redwood City, California, Genelabs Technologies,
INc. -- http://www.genelabs.com/-- discovers and develops  
pharmaceutical products to improve human health.  The company has
built drug discovery capabilities that can support various
research and development projects.  Genelabs is currently
concentrating these capabilities on discovering novel compounds
that selectively inhibit replication of the hepatitis C virus and
advancing preclinical development of compounds from this hepatitis
C virus drug discovery program, while also developing a late-stage
product for lupus.


GENELABS TECH: Low Equity Prompts Nasdaq's Delisting Notice
-----------------------------------------------------------
Genelabs Technologies, Inc., received a staff deficiency letter
from The Nasdaq Stock Market, on Apr. 4, 2006, stating that the
company does not comply with Nasdaq Marketplace Rule
4310(c)(2)(B).

The Rule requires the company to have a minimum of $2,500,000 in
shareholder's equity or a $35,000,000 market value.  The letter
from Nasdaq further stated that as determined by Nasdaq, Genelabs'
shareholders' equity was $2,347,000 at Dec. 31, 2005, and that its
market value as of Apr. 3, 2006 was $33,675,357.  Nasdaq indicated
that its staff is reviewing Genelabs' eligibility for continued
listing on The Nasdaq Capital Market and requested that Genelabs
submit a plan to achieve and sustain compliance with The Nasdaq
Capital Market listing requirements.  Genelabs intends to comply
with the Nasdaq request.

                     Closes New Jersey Office

Genelabs also said that it closed its data management and
statistical office in New Jersey.  In addition, Dr. Mumtaz Ahmed,
Vice President, Drug Development, is retiring from the company.
Dr. Kenneth Schwartz, Vice President, Medical Affairs, is now
leading the process of designing an additional clinical trial for
the company's Prestara(TM) investigational drug for the treatment
of systemic lupus erythematosus.  Dr. Schwartz is working with the
U.S. Food and Drug Administration in the development of the
protocol, which is targeted for completion approximately mid-year
2006.  Genelabs plans to conduct this clinical trial only if it
secures a source of funding for the study and believes that a
protocol agreed with the FDA will assist in obtaining funding for
the trial.

"We have initial preliminary feedback from the FDA on our proposed
Prestara clinical trial design and are moving toward completion of
the final protocol, in which we propose to study time-to-flare as
the primary endpoint.  Data from previous clinical studies GL95-02
and GBL96-01, both of which have been published, showed a
beneficial effect of Prestara on time to flare and the overall
rate of lupus flares in patients with stable disease.  Separately,
we are continuing our business strategy of focusing our internal
resources on our hepatitis C virus drug discovery programs, and I
am very pleased with the progress we have been making," stated
James A.D. Smith, President and Chief Executive Officer.  "Our
preclinical development candidates continue to move forward as we
prepare to conduct IND-enabling studies later in the year.  We are
also pursing several different avenues to secure additional funds
for our operations, and I hope to be able to update investors on
the results of these activities in the near future."

Headquartered in Redwood City, California, Genelabs Technologies,
INc. -- http://www.genelabs.com/-- discovers and develops  
pharmaceutical products to improve human health.  The company has
built drug discovery capabilities that can support various
research and development projects.  Genelabs is currently
concentrating these capabilities on discovering novel compounds
that selectively inhibit replication of the hepatitis C virus and
advancing preclinical development of compounds from this hepatitis
C virus drug discovery program, while also developing a late-stage
product for lupus.


GENERAL MILLS: Moody's May Upgrade (P)Ba1 Preferred Shelf Rating
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the long-term debt ratings of General Mills, Inc. and affirmed its
Prime-2 short-term debt ratings.

The ratings review reflects General Mills':

    i) successful completion of a three-year $2 billion debt
       reduction program begun in 2003;

   ii) improved and stable operating performance across a diverse
       portfolio of food product categories;

  iii) partial recovery of share lost last year in Big G cereals;
       and

   iv) stronger, but flattening, credit metrics due to the
       resumption of large share repurchases after a period of
       debt reduction.  

The affirmation of General Mills' short term ratings is based upon
Moody's expectation that should its review conclude with an
upgrade, it would not exceed one notch.

The rating review will focus on General Mills' ability to sustain
credit metrics above the Baa2 level given:

   a) intensifying competition in ready-to-eat cereal;

   b) recent increases in both dividends and share repurchases
      with no significant debt reduction planned; and

   c) potential for pressure on operating margins due to high
      costs and increased brand spending.

Ratings under review for possible upgrade:

   General Mills, Inc.:

   * Senior unsecured at Baa2
   * Senior unsecured shelf at (P)Baa2
   * Subordinated shelf at (P)Baa3
   * Preferred shelf at (P)Ba1

Ratings affirmed:

   General Mills, Inc.

   * Short term at Prime-2

   General Mills Canada, Inc.:

   * Short term at Prime-2 under a full unconditional
     guarantee of General Mills, Inc.

General Mills, headquartered in Minneapolis, Minnesota, is leading
manufacturer of packaged food products.  General Mills' brands
include Betty Crocker, Haagen-Dazs, Pillsbury, Green Giant, Old El
Paso, and Cheerios.


GERDAU AMERISTEEL: Moody's Raises Corporate Family Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Gerdau Ameristeel, raising its
corporate family and unsecured note ratings to Ba2 from Ba3.  The
upgrade recognizes Gerdau's progress over the last two years in
growing its North American footprint of steel minimills and
downstream fabricated products plants without pressuring its
balance sheet.  In addition, steel market conditions are expected
to remain favorable in the near term, keeping Gerdau's credit
metrics at safe levels.

The considerable amount of consolidation that has occurred within
the North American long products market, and the fact that the
larger producers have similar costs, should support higher and
more stable margins than were experienced over the last five
years.  However, the industry remains highly cyclical.  Finally,
Moody's become more familiar with Gerdau's parent, Gerdau S.A.,
and believes that its operational and technical knowledge, as well
as its commitment to its North American operations, are positive
factors for Gerdau's ratings.  Gerdau has a stable rating outlook.

These ratings were raised:

   * $405 million of 10.375% guaranteed senior unsecured notes
     due 2011 -- to Ba2 from Ba3; and

   * Corporate family rating -- to Ba2 from Ba3.

Gerdau currently has a solid financial profile but still faces
several challenges in addition to those common to the industry,
predominantly cyclicality and cost inflation.  First, although its
rebar and merchant bar products businesses have enjoyed
significant success lately, the wire rod business is lagging.  In
part, this has been due to high imports, which remains an area of
concern.  Also, Gerdau has higher than average risks related to
labor issues and retiree benefit costs.

The company is rather unusual among minimill producers in that
many of its operations are unionized and its employees are covered
by defined benefit pension and retiree healthcare plans. Workers
at its Beaumont, Texas wire rod mill were on strike for over six
months in 2005 and are now working without a labor contract.  The
collective bargaining agreements at the St. Paul, Minnesota and
Wilton, Iowa facilities also expired in 2005 and have not been
renegotiated, and labor contracts at several other Gerdau plants
expire in 2006 and 2007.

Finally, Moody's notes the growth aspirations of Gerdau and Gerdau
S.A.  Through acquisitions, the company has grown three-fold since
1999, greatly increasing its market position, but the dwindling
universe of takeover targets in the long products sphere raises
the concern that Gerdau will pursue targets outside of its long
products focus.  A move into new products and markets could
magnify the leverage and integration risks that accompany any
acquisition.

Moody's previous rating action on Gerdau was the upgrade of its
corporate family and unsecured note ratings on Nov. 5, 2004.

Gerdau Ameristeel, headquartered in Tampa, Florida, produces
rebar, merchant bar, structural shapes, wire rod, and flat-rolled
sheet at 15 North American minimills, and conducts downstream
steel fabricating operations at 43 facilities.  The company had
sales of $3.9 billion in 2005.


GULF COAST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gulf Coast Holdings, Inc.
        188 FM 3083 Road
        Conroe, Texas 77301-6426

Bankruptcy Case No.: 06-31695

Chapter 11 Petition Date: April 28, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Daniel I. Morenoff, Esq.
                  Jeffrey R. Fine, Esq.
                  Hughes & Luce, LLP
                  1717 Main Street, Suite 2800
                  Dallas, Texas 75201
                  Tel: (214) 939-5645
                  Fax: (214) 939-5849

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MTGLQ Investors, L.P.            Real and Personal   $7,991,026
dba Archon Group, L.P.           Property
600 East Las Colinas Boulevard
Suite 400
Irving, TX 75039

CapSource Fund, L.P.             Junior Lien         $1,485,000
14505 Torrey Chase, Suite 325
Houston, TX 77014

Capital Across America, L.P.                         $1,285,000
4615 O'Connor Court
Irving, TX 75062

U.S. SBA                                               $750,000
3370 Vasser Street
Fayetteville, AR 72704

HSP-VA, L.P.                                           $721,394
717 North Harwood Street
Suite 2630
Dallas, TX 75201

Jones, Walker, Waechter,                               $199,840
Pointevent, Carrer & Denegre

CAPSOURCES, Inc.                                       $193,419

AMR Engineering, A.S.                                  $170,843

Sparkler Filter, Inc.                                  $145,553

Harwood Street Holdings                                $135,000

Mawdsley's Ltd.                                        $126,807

American Express Co.                                    $67,845

Federal Equipment Co.                                   $67,675

AWC, Inc.                                               $48,742

Curtiss-Wright EMD                                      $45,000

Applied Industrial Tech.                                $44,482

Alan C. McClure Assoc. Inc.                             $44,301

C&A Machine & Repair                                    $43,868

INSTATECH                                               $42,231

A I Credit Corp.                                        $40,978


HEARTLAND PARTNERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Heartland Partners, L.P.
        53 West Jackson Boulevard, Suite 1
        Chicago, Illinois 60604
        Tel: (312) 834-0592
        Fax: (312) 663-9397

Bankruptcy Case No.: 06-04764

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      CMC General Partners                     06-04759
      CMC/Heartland Partners Holdings, Inc.    06-04761
      HTI Interests, LLC                       06-04765
      Heartland Development Corp.              06-04766

Type of Business: The Debtors are engaged in the development,
                  construction, marketing, and sale of real estate
                  properties.

Chapter 11 Petition Date: April 28, 2006

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: Steven B. Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 276-1333
                  Fax: (312) 275-0569

Total Assets: $4,375,000

Total Debts:  $3,951,000

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Edwin Jacobson                   Contract           $12,000,000
Diamond South Ranch              Litigation
434 John Pettus Road
Goliad, TX 77963

Montana Department of            Environmental      $10,000,000
Environmental Quality            Litigation
1100 North Last Chance Gulch
Helena, MT 59620

Trinity Railcar Repair, Inc.     Environmental      $10,000,000
c/o Catherine A. Laughner        Litigation
139 North Last Chance Gulch
Helena, MT 59601

US EPA, Region 5                 Environmental       $6,000,000
77 West Jackson Boulevard        Claim
Chicago, IL 60604-0000

US Borax                         Environmental       $6,000,000
Mike Stockman, General Counsel   Litigation
26877 Tourney Road
Valencia, CA 91355

City of Bozeman                  Environmental       $1,040,000
Tim Cooper, City Attorney        Administrative
411 East Main Street             Proceeding
Bozeman, MT 59771-0000

General Motors Corporation       Environmental         $328,000
WFG-ES                           Litigation
2000 Centerpoint Parkway
Pontiac, MI 48341-3147

METRA                            Contract Dispute       $38,818

Washington County Treasurer      Property Taxes         $20,524

Empire Building                  Environmental          $30,000
Materials, Inc.                  Proceeding

Harrington's Inc.                Environmental          $30,000
                                 Proceeding

Simgraf Corporation              Environmental          $30,000
                                 Proceeding

Story Distributing Co.           Environmental          $30,000
                                 Proceeding

Monroe County Treasurer          Property Taxes          $8,228

SBC                              Utility                 $7,702

Corporation Service Company      Trade Debt              $3,881

Mower County Treasurer           Property Taxes          $3,405

People of Illinois               Judgment                $3,019

Canadian Pacific Railway         Contract Claim         Unknown

Hennepin County/                 Environmental          Unknown
Marilyn Maloney                  Claim


HEXION SPECIALTY: Moody's Puts B2 Rating on New $1.9BB Facilities
-----------------------------------------------------------------
Moody's Investors Service placed B2 ratings on Hexion Specialty
Chemicals Inc.'s new $1.9 billion guaranteed senior secured credit
facilities.  Moody's also affirmed Hexion's other debt ratings and
its SGL-2 speculative grade liquidity rating, and changed the
company's outlook to positive due to better than anticipated
financial performance, excluding extraordinary items.

Hexion will utilize the new facilities to refinance existing high
cost debt and the preferred stock issued in 2005; the preferred
stock was used to fund an extraordinary dividend to shareholders.
The company plans to initiate a public stock offering within the
next several months; the vast majority of proceeds will go to
existing shareholders with $100 million going to the company
enough to offset the fees from the contemplated debt and equity
transactions.

The new credit facilities are expected to be funded shortly and
are not contingent upon completion of the IPO.  Moody's will
withdraw the ratings on Hexion's existing credit facilities, the
former debt of Resolution Performance Products LLC and Hexion's
preferred stock once the new facility has been funded.

Ratings assigned:

   * $225 million guaranteed senior secured revolving
     credit facility due 2011 at B2

   * $50 million guaranteed senior secured letter of
     credit facility due 2013 at B2

   * $1.625 billion guaranteed senior secured term loan
     due 2013 at B2

Ratings affirmed:

   * Corporate Family Rating at B2

   * $275 million guaranteed senior secured
        revolving credit facility due 2011 at B1

   * $500 million guaranteed senior secured term
        loan due 2012 at B1

   * 8% guaranteed 1st priority senior secured notes at B2

   * Guaranteed 2nd priority senior secured notes at B3

   * Guaranteed 2nd priority senior secured notes at B3

   * 9.5% guaranteed 2nd priority senior secured notes at B3

   * Senior unsecured notes and debentures at Caa1

   * Senior subordinated notes at Caa2

   * Preferred stock at Caa3

The B2 corporate family rating of Hexion reflects the lack of
operating history as a combined entity, elevated leverage on a
historical EBITDA basis, the expectation that cash flows will be
reduced by pension contributions and ongoing restructuring costs,
integration risk due to the size of the merged businesses and pace
of additional tuck-in acquisitions, and concern over financial
metrics in the trough of the cycle.

Hexion has significant pension liabilities and modest litigation
exposure, which is unusual for a highly leveraged company.  The
ratings benefit from increased size, scale and diversity; a
stronger international operating profile; and the anticipation of
significant additional synergies.

The company's metrics would map to a "Ba" rating using Moody's
Chemical Industry ratings methodology.  Moody's expects that
Hexion will increase margins and cash flow in 2006, benefiting
from additional synergies from the merger in 2005 and a full year
of earnings from acquisitions.  Key rating factors include "Cost
Position", "Management Strategy" and "Financial Strength".

The positive outlook reflects the stronger operating environment
for thermoset resins that has resulted in substantial earnings
growth over the past year and the expectation that trailing debt
to EBITDA will fall below 5x and free cash flow to debt will rise
above 5% in the next 12 months.  Moody's believes that 2005 EBITDA
was roughly $455 million and that when adjusting for acquisitions
in 2005, the additional transactions in 2006, and a conservative
estimate of planned synergies in 2006 pro forma EBITDA for 2005 is
in the range of $530-540 million, yielding a debt to EBITDA ratio
of 5.1 times for 2005.

When utilizing Moody's standard adjustments to financial
statements, which capitalizes pension liabilities and operating
leases, this metric rises to 5.3 times.  Stronger financial
performance in 2006 could cause this metric to fall below 5x and
free cash to debt to rise above 5%.  Moody's would likely consider
raising the company's ratings at that time.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  Hexion was formed from the merger of Borden Chemicals Inc.,
Resolution Performance Products LLC, Resolution Specialty Material
LLC and the Bakelite Group.  On a pro forma basis the company
would have reported sales of $4.7 billion as of Dec. 31, 2005.


HILB ROGAL: Closes New $425 Million Senior Secured Credit Facility
------------------------------------------------------------------
Hilb Rogal & Hobbs Company (NYSE: HRH) closed on a new
$425 million senior secured credit facility.  Proceeds from the
facility were used to pay off outstanding amounts of approximately
$240 million under the company's prior credit facility and are
expected to fund, in part, future acquisitions and to provide for
working capital and general corporate purposes.

The facility is comprised of a five-year revolving credit facility
of $325 million and seven-year term loans of $100 million.  The
credit facility bears interest at variable rates based on the
London InterBank Offered Rate (LIBOR) plus spreads currently at
1.50%.  In addition, the agreement includes an option for the
company to increase the size of either the revolving credit
facility or the term loans (or a combination thereof) by up to
$125 million, at any time during its term.  The sole lead arranger
and sole book manager is Banc of America Securities LLC. Agents
for the facility are Bank of America, N.A., SunTrust Bank, ING
Capital LLC, PNC Bank, National Association and Branch Banking and
Trust Company of Virginia.

"This successful refinancing of our credit facility provides us
not only reduced pricing, but the financial covenants and other
provisions provide us increased operational and financial
flexibility," Michael Dinkins, executive vice president and chief
financial officer stated.

                        About Hilb Rogal

Headquartered in Richmond, Virginia, Hilb Rogal & Hobbs Company --
http://www.hrh.com/-- is the eighth largest insurance and risk  
management intermediary in the U.S. and tenth largest in the
world.  From offices throughout the U.S. and in London, HRH
assists clients in managing risks in property and casualty,
employee benefits, professional liability and many other areas of
specialized exposure.  HRH makes it the company's business to
understand HRH's clients' businesses, employees and risks, as well
as the insurance and financial markets, so that HRH can find them
the insurance programs, companies and coverages that best fit
their needs.  The company is traded on the New York Stock
Exchange, symbol HRH.


HILB ROGAL: Moody's Places Ba2 Rating on New $425M Credit Facility
------------------------------------------------------------------
Moody's Investors Service placed a Ba2 rating on Hilb Rogal &
Hobbs Company's new senior secured bank credit facilities.  
Initial proceeds were used to pay off approximately $240 million
under the company's prior bank facilities, which have been
terminated.  Additional borrowings under the new facilities are
expected to be used for acquisition funding, working capital and
general corporate purposes.  HRH's rating outlook is stable.

The new facilities include a $325 million five-year revolving
credit and a $100 million seven-year term loan.  HRH has the
option to increase either facility by up to $125 million at any
time during the terms of the facilities.  The facilities are
guaranteed by and secured by the stock of all significant
subsidiaries of HRH.

According to Moody's, HRH's rating reflects its favorable market
position, healthy operating margins, solid free cash flow relative
to debt, and expertise in serving the U.S. middle market and some
larger accounts.  These strengths are tempered by the company's
modest size relative to the largest global brokers, and by the
integration risk associated with its acquisition strategy.  Also,
like other brokers, HRH faces continuing regulatory inquiries into
market conduct, and related litigation.

Moody's cited these factors that could lead to an upgrade of HRH's
ratings:

   -- sustained operating margins above 20%;

   -- consistently strong EBIT coverage of interest;

   -- a debt-to-EBITDA ratio consistently below 2.5x; and

   -- continued profitable growth in brokerage commissions and
      fees.

The rating agency added that these factors could lead to a
downgrade of HRH's ratings:

   -- deterioration in operating margins to less than 15%;

   -- EBIT coverage of interest falling below 5x;

   -- a debt-to-EBITDA ratio exceeding 3.0x; or

   -- material new adverse developments in connection with
      regulatory proceedings or related litigation.

The last rating action took place on April 21, 2006, when Moody's
upgraded HRH's prior bank facilities to Ba2 from Ba3 and changed
the rating outlook to stable from positive.

Based in Glen Allen, Virginia, Hilb Rogal & Hobbs Company ranks
among the eight largest U.S. insurance brokers.  HRH primarily
helps U.S. middle-market accounts to manage property & casualty
risks, employee benefits and other specialized exposures.  For
2005, HRH reported revenues of $674 million and net income of
$56 million.  Shareholders' equity was $546 million as of
Dec. 31, 2005.


HILB ROGAL: S&P Puts BB Rating on $425MM Sr. Sec. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Rating Services placed 'BB' rating on Hilb,
Rogal & Hobbs's (NYSE:HRH; BB/Stable/--) $425 million senior
secured credit facility.
     
This secured credit facility replaces the prior facility of the
same amount and consists of:

   * a $325 million, five-year revolving credit facility
     (revolver); and

   * a $100 million, seven-year term loan.  

HRH used the proceeds from the facility to retire existing debt of
about $240 million, with the remaining $185 million available for
future acquisitions and general corporate purposes.
     
HRH has $185 million of additional capacity under the credit
facilities and the ability to increase the credit facility by up
to $125 million during the term of the loans.

"In the event of increased indebtedness by the company, we would
evaluate the company to ensure that its financial profile remains
consistent with our expectations," said Standard & Poor's credit
analyst Donovan Fraser.
     
Historically, the company has operated well within its restrictive
bank covenants.  The company continues to maintain an adequate
prospective cushion, as extraordinary one-time items related to
settlement and legal costs were excluded from the calculations in
2005.
     
The stable outlook on HRH reflects the reduced potential that
ongoing regulatory investigations will trigger allegations that
would materially affect the company's competitive or financial
condition.  Furthermore, Standard & Poor's concerns following the
resignation of the company's former president and CEO have been
allayed by the promotion of a company executive to president
and by the installation of a new CFO.  Following the company's
settlement with the Connecticut attorney general, its near to
intermediate term operating performance will be less susceptible
than it had been to the loss of agency-based contingent commission
income.


INTERPUBLIC GROUP: Annual Stockholders' Meeting Set for May 25
--------------------------------------------------------------
The Interpublic Group of Companies, Inc., will hold its Annual
Meeting of Stockholders at 9:30 a.m. on May 25, 2006, at the
McGraw Hill Building, 1221 Avenue of the Americas, in New York.

Only stockholders of record of the Company's common stock at the
close of business on April 3, 2006, are entitled to notice and
vote at the meeting.

During the meeting, stockholders will be asked to:

     a) elect eight directors;

     b) consider and act upon a proposal to adopt the Company's  
        2006 Performance Incentive Plan;

     c) consider and act upon a proposal to confirm the
        appointment of PricewaterhouseCoopers LLP as the Company's
        independent registered public accounting firm for 2006;

     d) consider and vote upon the stockholder proposal entitled
        "Separate the Roles of CEO and Chairman";

     e) consider and vote upon the stockholder proposal entitled
        "Recoup Unearned Management Bonuses"; and

     f) transact other business as may properly come before the
        meeting.

The close of business on April 3, 2006 has been designated as the
record date for the determination of stockholders entitled to
notice of and to vote at this meeting and any adjournment thereof.

A full-text copy of the Preliminary Proxy Statement for the 2006
annual stockholders' meeting is available for free at:

             http://ResearchArchives.com/t/s?858

                     About Interpublic

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading  
organizations of advertising agencies and marketing-services
companies.  Major global brands include Draft, Foote Cone &
Belding Worldwide, FutureBrand, GolinHarris International,
Initiative, Jack Morton Worldwide, Lowe Worldwide, MAGNA Global,
McCann Erickson, Octagon, Universal McCann and Weber Shandwick.  
Leading domestic brands include Campbell-Ewald, Deutsch and Hill
Holliday.

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service downgraded The Interpublic Group of
Companies, Inc.'s corporate family and senior unsecured long term
debt ratings to Ba3 from Ba1.  The outlook remains negative.  

As reported in the Troubled Company Reporter on March 31, 2006,
Fitch Ratings downgraded Interpublic Group's ratings.  Affected
ratings include:   

   -- Issuer default rating to 'B' from 'B+'

   -- Senior unsecured credit facility to 'B' from 'B+' (Recovery
      Rating 'RR4');

   -- Senior unsecured notes to 'B' from 'B+' (Recovery Rating
      'RR4')

   -- Cumulative convertible perpetual preferred stock to 'CCC'
      from 'CCC+' (Recovery Rating 'RR6')

   -- Mandatory convertible preferred stock to 'CCC' from 'CCC+'
      (Recovery Rating 'RR6')

The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on March 24, 2006,
Standard & Poor's Ratings Services lowered its ratings on The
Interpublic Group of Cos. Inc., including lowering the long-term
corporate credit rating to 'B' from 'B+'.  The short-term credit
rating was lowered to 'B-3' from 'B-2'.  All ratings were placed
on CreditWatch with negative implications.  


INTERSTATE BAKERIES: Has Until Sept. 22 to File Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended the period within which Interstate Bakeries Corporation
(OTC: IBCIQ) and its debtor-affiliates have the exclusive right
to file a plan of reorganization through September 22, 2006,
and to solicit acceptance of a plan of reorganization through
Nov. 21, 2006.  Under the previous schedule, the Company had until
May 18, 2006, to file a plan of reorganization and until July 17,
2006, to solicit acceptance of a plan.

In its request to the Court for the extension, the Company stated
that while it has made significant progress in its reorganization,
additional time is needed to formulate and test a long-term
business plan.  IBC stated that it will take time to obtain a full
understanding of the impact on its financial results of various
factors outlined below that will ultimately determine the success
of the Company's restructuring efforts.  Without such an
understanding, it will be difficult to formulate a credible final
business plan, the Company said.  The various factors include:

     * Operational changes implemented in the Company's profit
       centers (PCs);

     * Inflation in the cost of materials, packaging and energy
       and the potential offsetting effect of increases in
       pricing to customers;

     * Union contract negotiations;

     * New marketing initiatives; and

     * Improvements in manufacturing processes and customer
       service.

IBC and its subsidiaries voluntarily filed to restructure under
Chapter 11 of the Bankruptcy Code on September 22, 2004.  At the
time, the Company said that the major factors in the decision to
seek relief under Chapter 11 were liquidity issues stemming from
declining sales, a high fixed-cost structure, excess industry
capacity, rising employee healthcare and pension costs, and higher
costs for ingredients and energy.

In the initial stage of the Chapter 11 restructuring, the Company
focused on quickly identifying opportunities for cost reductions
that did not require fundamental operational changes.  While these
efforts decreased the Company's operating costs, they did not
directly address or sufficiently offset the continuing decline in
sales revenue, its high fixed-cost structure or the other factors
that lead to its Chapter 11 filing.

             Profit Center Review and Restructuring

In the second stage of its restructuring, the Company undertook an
extensive review of each of its 10 PCs, identifying areas for
improvement in efficiency and profitability.  The profit centers
were created on June 1, 2004, not long before the bankruptcy
filings, when the Company transformed its organizational structure
from 54 decentralized bakeries into the 10 geographically
structured groupings of bakeries, depots, routes, and bakery
outlets.  The PC restructuring was intended to eliminate
unprofitable products and routes, streamline distribution,
rationalize the number of brands and stock-keeping units, and
eliminate excess capacity.

To date, the Company has implemented its previously announced
restructuring plans in each of its 10 PCs, closing a total of nine
bakeries, approximately 200 distribution centers and 300 bakery
outlets, while reducing its overall workforce by approximately
6,000.  The PC review and restructuring process also resulted in
the rationalization of IBC's delivery route network, reducing the
number of routes by approximately 29 percent, from approximately
9,100 delivery routes to approximately 6,500, while serving
roughly the same number of customers nationwide.  Although almost
complete, certain restructuring efforts regarding the tenth PC,
covering the South Central region, are still in progress.

As anticipated, the PC restructuring process has resulted in lower
revenues that have had, and could continue to have, an adverse
effect on IBC's financial condition and results of operation and
cash flows for at least some period of time after the
restructurings are fully implemented.  Further, as previously
reported, the PC restructuring activities involved certain
implementation risks, including the prospect that forecasted sales
might not be achieved either in terms of sales volume or gross
margin.  The Company said that, to date, initial results of the PC
restructurings have been mixed, and while overall route sales
averages have been improved and unprofitable sales selectively
abandoned, it is too early to predict whether these early results
will be sufficient to achieve the desired results.  IBC said that
success, in part, will depend on the ability of its route delivery
sales force to achieve and maintain higher average levels of sales
per route, as well as the Company's ability to maintain its
desired customer base, despite its abandonment of certain
unprofitable sales.

             Inflationary Pressures/Pricing Strategy

IBC said that the results of the PC restructurings have been
further complicated by significant inflationary cost pressures
that could offset savings it might otherwise achieve.  These
include increases in materials, ingredients, energy and employee
costs, particularly in the areas of wages, health and welfare and
pensions.  IBC has taken strategic pricing actions designed to
address these inflationary pressures; however, it is not yet clear
whether price increases can be fully implemented or otherwise
adequate to offset these increased costs.

                   Union Contract Negotiations

Similarly, IBC has sought to address inflationary pressures
related to employee costs by attempting to negotiate more than
430 collective bargaining agreements (CBAs) with its union-
represented employees to achieve, among other things, cost
savings and inflation controls over the next five years.  To
date, long-term extensions have been ratified with respect to
80 CBAs and agreements in principal have been reached with respect
to 41 CBAs, subject to ratification by employees.  In total,
these CBAs represent approximately 47 percent of the Company's
unionized workforce.

IBC previously said that it hopes to use these agreements as
the framework for negotiating similar agreements with its
remaining collective bargaining units.  However, the Company said
that there are no assurances that the process will proceed in the
same time frame or fashion as it has to date.  In addition, the
Company cautioned that, because the framework for the agreements
was initially fashioned based upon projections made during the
early stages of the PC restructuring process, it is possible
that, if actual results do not meet expectations, these
agreements (which remain subject to assumption or rejection in
the Bankruptcy Court) may need to be revisited and additional
concessions may be necessary.

                      Marketing Initiatives

In addition to efforts to address cost and efficiency issues, IBC
initiated an aggressive marketing program designed to offset
consistent revenue declines.  The underlying focus of the
marketing program is to develop protocols to better anticipate
and meet changing consumer demand by developing a consistent flow
of new products.

In August 2005, IBC hired Richard Seban as Chief Marketing
Officer.  Mr. Seban has 30 years of experience in sales,
marketing, and new product development in consumer packaged
goods, including tenure as president and chief operating officer
of Canadian seafood company High Liner Foods and several
positions at Sara Lee Bakery, an IBC competitor.

These marketing efforts include the re-launching of the Company's
iconic Wonder(R) bread brand on a national basis as Wonder Classic
together with the launch in January 2006, of three new Wonder
bread products: "Wonder made with Whole Grain White," "Wonder
Kids," and "Wonder White Bread Fans(TM) 100% Whole Grain."  On
April 1, 2006, the Company also introduced new products for its
buns and rolls product segment, including Wonder wheat hamburger
and hot dog buns and Wonder(R) buns made with whole grains.

The Company continues to work on other programs and additional new
product launches.  On the sweet goods side of the business, the
Company recently launched an updated packaging redesign for the
entire Hostess(R) line, a major promotional and public relations
campaign in connection with the 75th anniversary of the
introduction of Twinkies(R) and executed various holiday, movie
and sports promotion tie-ins and related opportunistic marketing
initiatives.

While the results of the marketing initiatives implemented to date
have been encouraging, the Company said that it is too early to
predict whether those initiatives, or any of the other marketing
initiatives planned by the Company, will stabilize or reverse the
sales decline it has experienced over the past few years.

Notwithstanding the restructuring efforts to date, IBC has not
achieved results from which it is prepared to develop a long-term
business plan.  As reported in the publicly filed Monthly
Operating Reports (MOR) required to be filed in connection with
the bankruptcy cases, the Company has incurred substantial
cumulative EBITDA and net income losses through period nine of
its 2006 fiscal year, which consists of 13 periods ending on
June 3, 2006.  

IBC said that, with the bulk of the PC restructuring efforts
nearly completed and new marketing initiatives in place, it now
plans to focus on improving its manufacturing processes in the
bakeries and improving its service to customers through its field
sales force.  Additionally, the Company plans to review its field
and corporate infrastructure to ensure that those costs are in
line with the restructured PC configuration.

As stated, the extension of the plan filing and solicitation
periods granted by the Bankruptcy Court will allow the Company
time to implement and assess these additional restructuring
efforts as well as the other efforts which, as described above,
have been or are in the process of being implemented.  In light
of the need for additional time, the Company has begun
discussions with JPMorgan Chase Bank, N.A., the agent for IBC's
post-petition debtor-in-possession (DIP) financing facility
regarding an extension of the September 22, 2006, maturity date
of the DIP financing facility.  IBC has not borrowed funds under
the DIP financing facility although, as reported in the MORs, it
has issued letters of credit under the DIP financing facility
primarily in support of its various insurance programs.  There
can be no assurance, however, that an extension will be consented
to by its lenders or that it will be available on acceptable
terms or conditions, or that alternate financing will be
available on acceptable terms.

                    About Interstate Bakeries

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal, LLP, represents the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due August 15, 2014, on
August 12, 2004) in total debts.  (Interstate Bakeries Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


KAISER ALUMINUM: Ratifies Higher-Wage Labor Pact with Teamsters
---------------------------------------------------------------
Kaiser Aluminum and the International Brotherhood of Teamsters
ratified a new three-year contract covering approximately
125 union members at the company's Los Angeles facility.  The
agreement, which calls for typical industry-level wage increases,
commences today, May 1, 2006.

"This agreement is the culmination of diligent efforts by the
Teamster leadership and Kaiser Aluminum," Jack A. Hockema,
president and CEO of Kaiser Aluminum said.  "It is indicative of
the strong working partnership that both organizations have
developed and our shared objective of positioning Kaiser Aluminum
for long-term success."

"This contract is the last of several that have been ratified over
the last year by hourly employees at Kaiser Aluminum union-
affiliated facilities, leaving the company with no pending labor
contract expirations until April 2007," added Mr. Hockema.  "It
provides a strong foundation going forward and will be a key
factor to our success as the company emerges from bankruptcy."

"The new contract provides our members with a competitive wage and
benefit package," Sean Harren, International Brotherhood of
Teamsters said.  "We're happy to have this contract in place so
that Teamsters at the Los Angeles facility can help contribute to
the future of Kaiser Aluminum."

                      About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KOHLMAN PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kohlman Properties, LLC
        1010 Lincoln Avenue
        Evansville, Indiana 47714

Bankruptcy Case No.: 06-70307

Type of Business: Patricia and David L. Kohlman, both members of
                  the Debtor, previously filed for chapter 11
                  protection on October 15, 2005 (Bankr. E.D.
                  Indiana, Case No. 05-73603).

Chapter 11 Petition Date: April 27, 2006

Court: Southern District of Indiana (Evansville)

Debtor's Counsel: Terry G. Farmer, Esq.
                  Bamberger Foreman Oswald & Hahn, LLP
                  P.O. Box 657
                  Evansville, Indiana 47704-0657
                  Tel: (812) 425-1591
                  Fax: (812) 421-4936

                       -- and --

                  Andrew Dennis Thomas, Esq.
                  2906 First Avenue
                  Evansville, Indiana 47710
                  Tel: (812) 422-2222
                  Fax: (812) 425-4828

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
United Fidelity Bank             Property              $239,354
P.O. Box 1347
Evansville, IN 47706-1347

Regions Bank, N.A.               Property              $146,277
7400 Eagle Crest Boulevard
Evansville, IN 47715

Deutsche Bank Trust              Property              $135,577
Company Americas
c/o Feiwall & Hannoy
P.O. Box 44141
Indianapolis, IN 46204

Washington Mutual Bank           Property              $120,351

Fifth Third Mortgage Co.         Property               $36,066

Equity One                       Property               $75,504

American Express                                        $40,062

Citibank USA, N.A.               Credit Card Debt       $27,492


LAND O'LAKES: Earns $26.1 Million in First Quarter 2006
-------------------------------------------------------
Land O'Lakes, Inc., reported net sales of $2.1 billion and
net earnings of $26.1 million for the first quarter of 2006,
as compared to sales of $2.0 billion and net earnings of
$24.3 million for the first quarter of 2005.  Total EBITDA
(Earnings Before Interest, Taxes, Depreciation and Amortization)
was $69.4 million for the quarter versus $71.3 million for the
first quarter of 2005.

The company also reports EBITDA on a normalized basis, excluding
the effects of unrealized hedging, asset sales, impairments, legal
settlements, debt extinguishment costs and other special items.  
Normalized EBITDA for the quarter was $61.5 million, compared to
$67.0 million in the first quarter of 2005. The company reaffirmed
its guidance for full-year Normalized EBITDA of $260 million in
2006.

Company officials also reported on balance sheet improvement
versus 2005:

   -- improved Long-term Debt-to-Capital ratio (41.1 percent as of
      March 31, 2006, versus 50.7 percent on March 31, 2005);

   -- increased equity ($915 million versus $864 million); and

   -- strong liquidity ($342 million in cash-on-hand and unused
      borrowing authority versus $227 million).

                      Strategic Imperatives

Officials of the national dairy and agricultural cooperative
reported on four strategic imperatives intended to continue the
company's progress toward its goals of becoming more focused, more
disciplined, financially stronger and positioned to deliver
improved performance and explore strategic growth opportunities in
its core businesses.  Those imperatives include:

   (a) Best Cost -- delivering meaningful cost reductions and
       improved efficiency.  The company is dedicated to taking
       costs out of all its activities.  This will involve a
       systematic and disciplined evaluation of all processes and
       overhead costs in all its businesses.  Company officials
       indicated this is not a one-time, short-term initiative,
       but is focused on producing meaningful, ongoing savings
       over time and making strategic cost reduction an integral
       part of Land O'Lakes culture.

   (b) Best People -- building a high-performance, winning culture
       with the best people.  The company will intensify its focus
       on having the best people in the right positions.  Company
       officials said they are in the process of identifying
       critical skills and roles, defining expectations and
       accountabilities and expanding employee development
       opportunities.

   (c) Superior Insight -- winning in the marketplace through
       superior knowledge and insight.  The company is committed
       to translating superior knowledge and insight into improved
       performance and competitive advantage.  Initial efforts are
       focusing on updating and standardizing internal decision-
       making and strategic-planning processes.

   (d) Superior Portfolio Management -- achieving leadership
       positions in attractive business categories through
       aggressive, disciplined portfolio management.  The company
       will continue efforts to optimize its portfolio of
       businesses, with a focus on reducing involvement and
       investment in non-core or underperforming businesses, while
       intensifying its focus on core businesses.  In 2005, this
       effort was reflected in the divestiture of the company's
       swine production business and the sale of its investment in
       domestic fertilizer manufacturing.  Current priorities
       include identifying strategic alternatives for the Layers
       business and improving the financial performance of the
       company's Dairy Foods Industrial assets.

                           Dairy Foods

Land O'Lakes reported a pretax loss of $2.9 million in Dairy Foods
for the quarter, as compared to a loss of $0.7 million in the
first quarter of 2005.  Contributing to the earnings decline were
depressed dairy market prices (and related inventory devaluation),
ongoing milk supply/processing demand balance issues and continued
high energy and transportation costs.

Company officials indicated branded, value-added products did well
in the marketplace.  Retail butter volume was up slightly, while
total butter and spreads volume was down 3 percent.  The timing of
the Easter holiday was a contributing factor in the butter and
spreads volume decline.  Total cheese volume was up 6%, driven
primarily by higher Foodservice sales.  In Deli Cheese, where Land
O'Lakes holds the number-one market share, volume was up 3%.

New products also performed well.  LAND O LAKES(R) Light Butter
with Canola Oil, for example, was selected by the International
Dairy Foods Association as 2005's "Best New Product."  Other
recent innovations like the company's FlavorProtect(TM) wrapper,
new butter half-sticks and reduced-fat cheese offerings also
performed well.

Company officials said returns from its industrial (manufacturing)
operations were disappointing, particularly in the West, where the
California milk pricing formula is depressing commodity cheese and
whey margins.

                               Feed

Land O'Lakes reported $3.3 million in pretax earnings in Feed for
the quarter, as compared to $8.8 million one year ago.  The
decline was attributed to tighter margins, particularly in dairy
and horse feed, and incremental costs related to serving customers
previously served by the company's Statesville (N.C.) plant, shut
down since late December due to fire damage.  Feed sales for the
quarter were $693 million, up about $60 million from the first
quarter of 2005.

From a volume perspective, Livestock Feed volumes were down 1
percent versus one year ago, while the company achieved increased
volume in Lifestyle Feeds (up 4%), Milk Replacers (up 14%) and
Ingredients (up 8%).  The strength of the LAND O LAKES, Purina
Mills and Lake Country brands continued to contribute to the
success of the company's branded and proprietary product lines.

Layers/Eggs

The company participates in the layers/eggs industry through MoArk
LLC. The quarter saw continued challenge in this cyclical
business.  For the quarter, Land O'Lakes reported a $6.3 million
pretax loss in eggs, basically in line with one year ago.  Sales
for the quarter were $108 million, as compared to $105 million one
year ago.  Overall volumes were flat.  However, the company did
achieve double-digit volume increases in branded (LAND O LAKESr
and Eggland's Best(R)) eggs.

During the quarter, the company acquired full ownership of MoArk
LLC, previously a joint venture.  This action accelerated a 2007
buyout provision included in the original joint venture agreement.   
Company officials indicated full ownership will provide greater
flexibility in managing the business and pursuing strategic
repositioning options.

Seed

Seed pretax earnings for the quarter totaled $40.3 million, as
compared to $28.7 million for the first quarter of 2005.  Sales
were also up, at $389 million for the quarter versus $337 million
one year ago.  These results were driven by increased volumes,
with corn units up 13%, soybean units up 9 percent and alfalfa
units up 38%.  The growth in alfalfa volume is attributed in great
part to last year's successful launch of RoundUp(R) Ready alfalfa,
developed by the company in a ten-year collaboration with
Monsanto.

Agronomy

In Agronomy, the company reported a $6.4 million pretax loss for
the quarter versus a $7.0 million loss for the first quarter one
year ago.  First-quarter losses are common in this segment, as the
primary selling season does not start until spring.

Headquartered in Arden Hills, Minnesota, Land O'Lakes, Inc. --
http://www.landolakesinc.com/-- is a national farmer-owned food   
and agricultural cooperative with annual sales of more than
$7 billion.  Land O'Lakes does business in all fifty states and
more than fifty countries.  It is a leading marketer of a full
line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international
customers with a variety of food and animal feed ingredients; and
provides farmers and ranchers with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service upgraded Land O'Lakes, Inc.'s long term
ratings (corporate family rating to B1 from B2) with a positive
rating outlook and affirmed the cooperative's SGL-2 speculative
grade liquidity rating.

Ratings upgraded are:

  Land O'Lakes, Inc.:

     * $200 million senior secured revolving credit facility
       to Ba3 from B1

     * $175 million 9.0% senior secured 2nd lien notes to B1
       from B2

     * $350 million 8.75% senior unsecured notes to B2 from B3

     * Corporate family rating to B1 from B2

  Land O'Lakes Capital Trust I:

     * $191 million 7.45% capital securities to B3 from Caa1

Ratings affirmed are:

  Land O'Lakes, Inc.:

     * Speculative grade liquidity rating at SGL-2


LEAP WIRELESS: Plans to Sell 75,000 Shares; Likely to Net $3.3MM
----------------------------------------------------------------
Leap Wireless International, Inc., plans to sell 75,000 shares of
its common stock.  Based on a $44 per share average trading price
for the past month, the Company will net around $3.3 million from
the sale.  CRT Capital Group, LLC, will broker the stock sale.  
The Company disclosed the planned sale in a Form 144 filed with
the United States Securities and Exchange Commission.

                    Balance Sheet Information

The Company has assets totaling $2.506 billion of assets as of
December 31, 2005.  As of December 31, 2005, the Company has
$588.33 million in debts and $1.514 billion in equity.

Long-term debt as of December 31, 2005, consisted of a senior
secured credit agreement, which included $600 million of
fully-drawn term loans and an undrawn $110 million revolving
credit facility available until January 2010.  

Affiliates of Highland Capital Management, L.P. (a beneficial
stockholder of Leap and an affiliate of James D. Dondero, a
director of Leap) participated in the syndication of the
Credit Agreement in the following amounts: $109 million of the
$600 million of term loans and $30 million of the $110 million
revolving credit facility.

The Company's principal sources of liquidity are existing cash,
cash equivalents and short-term investments, cash generated from
operations, and cash available from borrowings under our
$110 million revolving credit facility (which was undrawn at
December 31, 2005).  At December 31, 2005, the Company had a total
of $384.1 million in unrestricted cash, cash equivalents and
short-term investments.  As of December 31, 2005, the Company also
had restricted cash, cash equivalents and short-term investments
of $13.8 million that included funds set aside or pledged to
satisfy remaining administrative claims and priority claims
against Cricket and Leap, and cash restricted for other purposes.

                       About Leap Wireless

Leap Wireless International, Inc. -- http://www.leapwireless.com/  
-- headquartered in San Diego, Calif., is a customer-focused
company providing innovative mobile wireless services targeted to
meet the needs of customers under-served by traditional
communications companies.  With the value of unlimited wireless
services as the foundation of its business, Leap pioneered both
the Cricket(R) and Jump(TM) Mobile services.  Through a variety of
low, flat rate, service plans, Cricket service offers customers a
choice of unlimited anytime local voice minutes, unlimited anytime
domestic long distance voice minutes, unlimited text, instant and
picture messaging and additional value-added services over a high-
quality, all-digital CDMA network.  Designed for the urban youth
market, Jump Mobile is a unique prepaid wireless service that
offers customers free unlimited incoming calls from anywhere with
outgoing calls at an affordable 10 cents per minute and free
incoming and outgoing text messaging.  Both Cricket and Jump
Mobile services are offered without long-term commitments or
credit checks.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2006,
Standard & Poor's Ratings Services placed its ratings for San
Diego, California-based wireless carrier Leap Wireless
International Inc., including the 'B-' corporate credit rating, on
CreditWatch with negative implications.


LEVITZ HOME: Bay Harbour Files Suit Against Executives & Auditor
----------------------------------------------------------------
Bay Harbour Management LLC instituted a civil proceeding in the
U.S. District Court for the Southern District of New York against
Levitz Home Furnishings, Inc.'s auditor, Deloitte & Touche USA
LLP, and six of Levitz's former executives:

      (1) Jay Carothers, chairman and chief executive officer;

      (2) Mark Scott, chief operating officer;

      (3) Coleen Colreavy, chief financial officer;

      (4) Robert Webber, senior vice president and general
          counsel;

      (5) Michael Carleton, vice president of customer service
          and store operations, and chief information and
          services officer; and

      (6) Norman Matthews, non-executive chairman of the Board
          and chairman of the Real Estate and Compensation
          Committees, and member of the Audit Committee.

Bay Harbour's action arises out of a $130 million private
placement of debt securities in November 2004 pursuant to which
Levitz Home Furnishings issued certain bonds.  Bay Harbour seeks
damages under the Securities Exchange Act of 1934 as well as the
common law for fraud, misrepresentation and negligence.

Bay Harbour is the beneficial holder of the rights, claims and
choses in action in respect of $19 million in par value Bonds
purchased at various times in reliance on the Defendants'
"misrepresentations about the financial condition, asset value,
goodwill and business strategy and execution of LHFI."

Bay Harbour alleges that LHFI, the Defendants and others engaged
in a scheme to artificially inflate and misreport the value of
LHFI's assets and otherwise provided information pertaining to
LHFI's financial condition, which included material
misrepresentations and omitted material information, and made
other disclosures pertaining to LHFI's financial and business
affairs to Bay Harbour and others which were false and misleading
with the intent that Bay Harbour and others would rely on that
information in deciding to participate in the Debt Offering.

Despite the illusion created by the Defendants, Bay Harbour
asserts, LHFI was in significant financial distress at the time
of the Debt Offering.

A full-text copy of the Complaint is available for free at
http://bankrupt.com/misc/levitz_bayharbourcomplaint.pdf

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Court Approves Islip Tax Settlement Agreement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement agreement resolving a tax dispute between
Debtor Seaman Furniture Company, Inc., and the Town of Islip.   

As reported in the Troubled Company Reporter on March 16, 2006,
Seaman, is the tenant under a lease with JDI Islip for the real
property located at 111 Windsor Place in Central Islip, New York.  
Under the Lease, Seamans is not only responsible for the paym7ent
of all real estate taxes on the Premises, but also has the
responsibility to challenge any taxable assessments on the
Premises.

The Town of Islip originally assessed the Premises at $2,575,000
for tax years 1998/99 through 2005/2006, and Seamans paid taxes
based on these assessments.

Seamans challenged these assessments by filing a proceeding in the
Supreme Court of the State of New York pursuant to New York's Real
Property Tax Law.  In the litigation and subsequent settlement
negotiations with Islip, Seamans was represented by Certilman,
Balin, Adler & Hyman, LLP, on a contingent fee arrangement.

Seamans and Islip have reached agreement on the terms of a
settlement regarding the assessed value of the Premises.  Under
an offer letter from Islip for a proposed settlement of the
litigation, the assessed value of the Premises would be reduced:

               Original                     Final Total
    Tax Year   Assessment     Reduction     Assessment
    --------   ----------     ---------     -----------
    2001/02    $2,575,000      $250,000      $2,325,000
    2002/03    $2,575,000      $300,000      $2,275,000
    2003/04    $2,575,000      $400,000      $2,175,000
    2004/05    $2,575,000      $550,000      $2,025,000
    2005/06    $2,575,000      $650,000      $1,925,000

Under the Settlement Offer, Seamans also would drop its challenge
to the assessed value of the Premises for the tax years 1998/99
through 2000/01.  Levitz Home Furnishings, Inc., and its debtor-
affiliates would seek to consummate the Settlement by entering
into a stipulation and an associated order with Islip.

Under the Stipulation, the County or Islip would refund any
overpayment of taxes made by Seamans based on the reduced
assessment.  The Debtors estimate that the reduced assessments
contemplated in the Stipulation through the 2004/05 tax year
would result in a $431,166 refund.  This would entitle Certilman
to a $143,568 contingent fee.

Under applicable New York law, the Debtors would be barred from
challenging the reduced assessment for a three-year period, and
Islip would be barred from increasing the assessment, subject to
certain exceptions.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LG.PHILIPS DISPLAYS: Committee Taps FTI Consulting as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
LG.Philips Displays USA, Inc.'s chapter 11 case asks the U.S.
Bankruptcy Court for authority to employ FTI, Consulting, Inc., as
its financial advisor, nunc pro tunc to Mar. 28, 2006.

FTI Consulting will:

    * assist the Committee in the review in the review of
      financial related disclosures required by the Court,
      including the Schedules of Assets and Liabilities, the
      Statement of Financial Affairs and Monthly Operating
      Reports;

    * assist the Committee with information and analysis required
      pursuant to the Debtor's financing including, but not
      limited to, preparation for hearings regarding the use of
      cash collateral;

    * assist in the review of the Debtor's shirt term cash
      management procedures;

    * assist in the review of the Debtor's proposed key employee
      retention and other critical employee benefit programs;

    * assist and advise the Committee with respect to disposition
      of assets;

    * assist in the review of the Debtor's performance of cost and
      benefit evaluation with respect to the affirmation or
      rejection of various executory contracts and leases;

    * assist in the review of financial information distributed by
      the Debtor to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash receipts
      and disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought;

    * attend in meetings and attend in discussion with the Debtor,
      potential investors, banks, other secured lenders, the
      Committee or any other official committees organized in the       
      Debtor's chapter 11 proceedings, the U.S. Trustee, other
      parties in interest and professionals hired by the same;

    * assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan;

    * assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

    * assist in the review of affiliate relationships and the
      impact of these relationships on shared debt obligations;

    * provide litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the
      Committee; and

    * render other general business consulting or other assistance
      the Committee or the Committee's counsel may deem necessary.

The Committee tells the Court that the Firm's professionals bill:

      Professional                              Hourly Rate
      ------------                              -----------
      Senior Managing Directors                 $595 - $655
      Directors/Managing Directors              $435 - $590
      Associates/Consultants                    $215 - $405
      Administrative/Paraprofessional            $95 - $175

Steven D. Simms, a senior managing director at FTI Consulting, his
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About LG.Philips Displays

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.  The
Official Committee of Unsecured Creditors has retained the
services of Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as lead counsel and Bonnie Glantz Fatell,
Esq., at Blank Rome LLP, as co-counsel to represent them in the
Debtor's bankruptcy proceedings.  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: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
LG.Philips Displays USA, Inc., delivered its Schedules
of Assets and Liabilities to the U.S. Bankruptcy Court for the
District of Delaware, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property                
  B. Personal Property          $137,427,329
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $573,000,000
     Secured Claims
  E. Creditors Holding                                $72,217
     Unsecured Priority Claims
  F. Creditors Holding                           $174,345,017
     Unsecured Nonpriority
     Claims
                                ------------     ------------
     Total                      $137,427,329     $747,417,234

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.  The
Official Committee of Unsecured Creditors has retained the
services of Scott L. Hazan, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., as lead counsel and Bonnie Glantz Fatell,
Esq., at Blank Rome LLP, as co-counsel to represent them in the
Debtor's bankruptcy proceedings.  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.


LGB INC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: LGB, Inc.
        10042 Wolf Road #B, PMB 100
        Grass Valley, California 95949

Bankruptcy Case No.: 06-21340

Chapter 11 Petition Date: April 27, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: George C. Hollister, Esq.
                  Hollister Law Corp.
                  3415 American River Drive #B
                  Sacramento, California 95864-4417
                  Tel: (916) 488-3400
                  Fax: (916) 488-3401

Estimated Assets: $10 Million to $50 Million

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

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William and Kathy Papola         Personal Loan         $150,000
167 South Auburn Street
Grass Valley, CA 95945

Papola Family Trust              Personal Loan         $100,000
c/o William Papola
167 South Auburn Street
Grass Valley, CA 95949

Lanny T. Winberry                Personal Loan         $100,000
8001 Folsom Boulevard, Suite 100
Sacramento, CA 95826

NCO Financial Systems                                    $5,592

Jane Hunt Consulting             Business Debt           $2,904

Capitol One                      Credit One              $1,460

State Compensation               Workers Compensation    $1,144
Insurance Fund                   Premiums

California Franchise Tax Board   Corp. Income Tax        $1,400

California Drafting & Surveying  Drafting Services         $121


LONG BEACH: DBRS Puts BB Rating on $8.86 Million Class N-3 Notes
----------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), and BB (high) to these NIM Notes, Series 2006-3, issued by
Long Beach Asset Holdings Corp. CI 2006-3:

   * $48.57 million, Class N-1 -- New Rating A (low)
   * $7.95 million, Class N-2 -- New Rating BBB (low)
   * $8.86 million, Class N-3 -- New Rating BB

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Long Beach Mortgage Loan Trust
2006-3.  The Class C Certificates will be entitled to all excess
interest in the Underlying Trust, and the Class P Certificates
will be entitled to all prepayment premiums or charges received in
respect of the mortgage loans.  The NIM Notes will also be
entitled to the benefits of the underlying Swap Agreement with
Bear Stearns Financial Products Inc., as well as $154,000 Initial
Deposit in the Note Account.

Payments on the NIM Notes will be made on the 25th of each month
commencing in April 2006.  The interest payment amount will be
distributed sequentially to the holders of Classes N-1, N-2, and
N-3, followed by the principal payment amount to the holders of
Classes N-1, N-2, and N-3 until the principal balance of the NIM
Notes is reduced to zero.  Any remaining amounts will be
distributed to the Issuer.

The mortgage loans in the Underlying Trust were originated or
acquired by Long Beach Mortgage Company.


LUCENT TECH: Completes $196.6 Million Riverstone Asset Acquisition
------------------------------------------------------------------
Lucent Technologies completed the acquisition of Riverstone
Networks' business for $196.6 million pursuant to the Asset
Purchase Agreement signed on Feb. 7, 2006.  The U.S. Bankruptcy
Court for the District of Delaware approved the Agreement on
March 23, 2006.  An  additional $10 million is being held in
escrow for 120 days pending calculation of the final net assets
transferred to Lucent.  Substantially all of Riverstone's
employees, including Riverstone CEO Oscar Rodriguez and other
senior executives, will be employed by Lucent after the
transaction closes.

The Riverstone Networks corporate entity will continue to exist as
the company prepares its plan of liquidation.  Under the terms of
the Lucent Asset Purchase Agreement, Riverstone gave up the rights
to use the Riverstone Networks name and all other marks.

Going forward the company will operate as RNI Wind Down
Corporation -- http://www.rniwd.com/ RNI Wind Down will be led by  
Noah D. Mesel and Michael Overby, who will oversee a small staff
that will remain to wind up the company's U.S. and international
corporate affairs.

Contact:

    Michael Overby
    Interim CFO
    408-878-6500

    Noah Mesel
    Senior Vice President & General Counsel
    408-878-6500

    Howard Kalt
    Kalt Rosen & Co.
    415-397-2686

                    About Riverstone Networks  

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet     
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.

                    About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies --
http://www.lucent.com/-- designs and delivers the systems,     
services and software that drive next-generation communications
networks.  Backed by Bell Labs research and development, Lucent
uses its strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed Lucent Technologies, Inc.'s B1
corporate family rating, B1 senior unsecured rating, B3
subordinated rating, and B3 trust preferred rating under review
for possible upgrade following the company's announcement of a
definitive merger agreement with Alcatel.


M POWER: Malone & Bailey Raises Going Concern Doubt
---------------------------------------------------
Malone & Bailey, PC, in Houston, Texas, raised substantial doubt
about the ability of M Power Entertainment, Inc., fka GK
Intelligent Systems, Inc., to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
recurring losses and working capital deficiency.

M Power Entertainment, Inc., filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 24, 2006.

The company reported a $5,457,536 net loss with no revenues for
the year ended Dec. 31, 2005.

The company's Dec. 31 balance sheet also showed strained liquidity
with $75,928 in total current assets available to pay $1,232,611
of total current liabilities coming due within the next 12 months.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?85d

M Power Entertainment, Inc., fka GK Intelligent Systems, Inc.
(OTCBB: MPWE) is a next-generation media and entertainment
corporation that is actively involved in acquiring profitable,
accretive, and synergistic companies.  In addition, the Company
has a lifestyle initiative that focuses on a new entertainment
business model.

At Dec. 31, 2005, the company's stockholders' equity deficit
widens to $1,147,684 from a $1,113,505 equity deficit at
Dec. 31, 2004.


MARIO MIZGAWA: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mario Mizgawa
        Susan Diane McNutt-Mizgawa
        3319 Northeast Nichols Boulevard
        Portland, 01
        Longview, Washington 98632

Bankruptcy Case No.: 06-40871

Chapter 11 Petition Date: April 27, 2006

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Timothy J. Dack, Esq.
                  1201 Main Street, P.O. Box 61645
                  Vancouver, Washington 98666-1645
                  Tel: (360) 694-4227
                  Fax: (360) 694-4229

Total Assets: $2,710,389

Total Debts:  $1,826,943

Debtor's 15 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Fairway Collections                       $15,000
c/o Dean Hamilton, Esq.
1126 South Gold Street, Suite 101
Centralia, WA 98531

EMC Mortgage Corp.                         $7,828
P.O. Box 141358
Irvine, TX 75014-1358

John Ritchie                               $7,828
10764 Sand Point Way Northeast
Seattle, WA 98125

Beneficial                                 $6,719

Providian                                  $5,171

Franklin Capital Corp.                     $4,058

Capital One                                $3,662

Target National Bank                       $1,745

Home Depot Credit Services                 $1,729

Chase                                      $1,262

Internal Revenue Service                   $1,200

HSBC                                       $1,174

Fibre Federal Credit Union                   $999

Macys                                        $609

Sears Credit Cards                           $360


MCCANN INC: Court Confirms Chapter 11 Amended Liquidation Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed the Amended Chapter 11 plan of Liquidation filed by
Lee E. Buchwald, the Trustee appointed in McCann, Inc.'s
bankruptcy case.

Judge Bernstein confirmed the Trustee's plan on April 27, 2006.

The Court determined that the plan satisfies the 13 requirements
for confirmation pursuant to Section 1129(a) of the Bankruptcy
Code.

                     Overview of the Plan

Payments due under the Plan will be funded from the proceeds of
the liquidation of all of the Debtor's assets, the collection of
accounts receivable and the proceeds of settlement proceedings and
contested matters.

                     Treatment of Claims

Holders of allowed administrative claims will be paid in full on
the effective date of the Plan or the date the order allowing the
administrative claim becomes final, whichever comes later.  The
Trustee estimates administrative claim payments to reach around
$580,000, exclusive of the $490,000 previously awarded by the
Bankruptcy Court to professionals.  Administrative claim holders
must file requests for payment within 45 days after the
confirmation of the Plan.

Priority tax claims will be paid in full.  Priority tax claims
consist of the claims by:

    -- the Connecticut Department of Revenue for $90,000;

    -- the New York State Department of Taxation and Finance for
       $4,000;

    -- the City of New York Department of Finance for $23,701; and

    -- the Internal Revenue Service for $18,752.

The $99,000 claim of the Debtor's landlord for rent will be paid
in full on the effective date of the Plan.

Priority claims asserted by the Debtor's Union Pension and Welfare
Funds, totaling $5,053, will be paid in full on the effective date
of the Plan.

Each holder of a General Unsecured Claim will receive a pro rata
share of any cash remaining after all other claims are paid in
full.  The Trustee will pay unsecured creditors on the later of
30 days after the effective date of the Plan; or within 15 days
after their claims are recognized as allowed unsecured claims.

The Trustee estimates that the Debtor's estate will have from
$1.5 million to $1.6 million in excess cash available to settle
approximately $47 million of general unsecured claims.  This would
result in recoveries of around 3.3% for unsecured claim
holders.

Equity holders will get nothing under the Plan.

The Reorganized Debtor will be dissolved once all distributions
contemplated under the Plan will be completed.

                      About McCann Inc.

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc.  On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596 (SMB)).  On
July 22, 2004, the Court appointed Lee E. Buchwald to serve as
Chapter 11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq.,
at Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.  
Clifford A. Katz, Esq., at Platzer, Swergold, Karlin, Levine,
Goldberg & Jaslow, LLP, represents the Debtor.


MEDIANEWS GROUP: McClatchy Deal Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed all ratings of MediaNews Group,
Inc. under review for possible downgrade.

The ratings affected include:

   * $149 million of 6.375% Senior Subordinated Notes
     due 2014 -- B2
   * $300 million of 6.875% Senior Subordinated Notes
     due 2013 -- B2
   * Corporate Family rating -- Ba3

Moody's does not rate MediaNews's $597 million senior secured
credit facilities.

The action follows the announcement that MediaNews has concluded a
definitive agreement, in association with The Hearst Corporation,
to acquire four newspapers from The McClatchy Company in a
transaction valued at approximately $1.0 billion.

The acquisition will be effected through two separate
transactions:

   1) the San Jose Mercury News and Contra Costa Times will be
      acquired in association with MediaNews's partners in the
      California Newspaper Partnership; and

   2) the Monterey Herald and the St. Paul Pioneer Press will be
      purchased by the Hearst Corporation and contributed to
      MediaNews in return for an equity investment in the non-San
      Francisco Bay Area assets of MediaNews.

The four newspapers are currently owned by Knight Ridder, Inc.,
which McClatchy has agreed to acquire.  The conclusion of the
proposed transactions is contingent upon the consent of Knight
Ridder shareholders to the sale to McClatchy, as well as
regulatory approval.  The transactions are expected to close by
the end of the second quarter of 2006.

The review for possible downgrade reflects Moody's view that the
proposed transactions will likely be funded, in part, through the
issuance of additional debt by MediaNews, which could lead to a
weakening of its financial metrics.

The review will consider a number of factors, including:

   1) the probability that the transactions will be concluded on
      satisfactory terms and conditions;

   2) a review of the funding structures contemplated for the
      transactions;

   3) the anticipated impact that the acquisitions will have on
      MediaNews's financial and operating profile over time;

   4) the strategic merits and the likely cost synergies
      presented by the acquisitions; and

   5) the likelihood that MediaNews will continue to engage in
      additional acquisition activity.

Headquartered in Denver, Colorado, MediaNews is one of the largest
independently owned US newspaper publishing companies. The company
reported sales of $779 million for fiscal 2005.


MEDIANEWS GROUP: S&P May Downgrade BB Rating After McClatchy Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on MediaNews
Group Inc., including its 'BB' corporate credit rating, on
CreditWatch with negative implications.
     
The CreditWatch listing reflects the potential for a weakening in
the company's credit profile following the announcement it has
signed a definitive merger agreement, in combination with The
Hearst Corporation (unrated entity), to acquire four newspapers
from The McClatchy Co. for about $1 billion in cash.  However,
concurrent with the transaction, Gannett and Stephens Media,
MediaNews' 45.8% partners in its California Newspapers
Partnership, have committed to fund a portion of the purchase
price of the San Jose and Contra Costa papers, which will then be
contributed to CNP.  The acquisition, which is subject to
regulatory approval, is expected to be completed in the summer.
     
In resolving its CreditWatch listing, Standard & Poor's will
evaluate MediaNews' financial strategies and objectives, including
future acquisitions, and how the pursuit of these strategies will
be balanced against debt reduction expectations.  


MERRILL LYNCH: DBRS Confirms Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Dominion Bond Rating Service upgraded the ratings of four classes
of Merrill Lynch Financial Assets Inc. Commercial Mortgage
Pass-Through Certificates, Series 2002-Canada 7 as indicated
above. Class B, Class C, Class D, and Class E were upgraded to
AA (high), A (high), BBB (high), and BBB, respectively.  Class
A-1, Class A-2, and Class X were confirmed at AAA and the
remaining classes were confirmed as follows: Class F at BB, Class
G at BB (low), Class H at B, and Class J at B (low).  DBRS does
not rate the Cdn$4.2 million first-loss piece, Class K.  All
trends are Stable.

Rating actions:

   * Class A-1 -- Confirmed AAA
   * Class A-2 -- Confirmed AAA
   * Class X -- Confirmed AAA
   * Class B -- Upgraded AA (High)
   * Class C -- Upgraded A (High)
   * Class D -- Upgraded BBB (High)
   * Class E -- Upgraded BBB
   * Class F -- Confirmed BB
   * Class G -- Confirmed BB (Low)
   * Class H -- Confirmed B
   * Class J -- Confirmed B (Low)

The upgrades follow the defeasance of the fourth-largest loan,
Fairway Road Plaza along with 7% paydown and improved performance
of many remaining loans.

The pool consists of 49 loans, with a total balance of
CDN$259,925,930.  The weighted-average debt service coverage ratio
for the pool has improved to 1.53 times (x) from 1.40x at issuance
and the weighted-average loan-to-value has improved from 70.7% at
issuance to 62.1%.

The deal is highly concentrated in both retail properties and
properties located in the province of Ontario.  Thirty-six of the
19 loans provide recourse to the borrower/guarantor.

One loan, 0.6% of the pool, is on the DBRS HotList.  Kennedy Road
Retail has a DSCR below 1.0x.


MILLIPORE CORP: Serologicals Deal Prompts Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Millipore
Corporation under review for possible downgrade, following the
recent announcement that it entered into a definitive agreement to
acquire all of the outstanding shares of Serologicals Corporation
in an all cash transaction for $1.4 billion, including the
conversion of the convertible debt of Serologicals. Moody's
expects Millipore to finance the transaction with $500 million in
available cash and $900 million of additional debt. The exact
terms and structure of the planned debt financing have not yet
been announced.

In upgrading the ratings of Millipore Corporation on February 14,
2006, Moody's noted that a major risk to the company's financial
flexibility was the possibility of a more aggressive acquisition
strategy.  In developing its forecasts at the time, Moody's had
assumed that Millipore would complete several acquisitions over
the next few years, financed by a combination of cash and
additional debt.  Moody's believed at the time, that even under a
stressed scenario, the company would likely be able to maintain
credit metrics indicative of an investment grade company if
acquisitions did not exceed $800 million in total for 2006 through
2008.  Moody's indicated in the press release that if Millipore
exceeds this rate of acquisitions, the Baa3 rating could be
downgraded.

The timing, size and valuation inherent in the Serologicals
transaction is far more aggressive than what Moody's had
forecasted during its last ratings review.  With a $1.4 billion
purchase price, Millipore is paying slightly over five times 2005
revenue of $275 million and about 21 times EBITDA of $67 million.
More importantly, Millipore may be incurring an extra $900 million
in debt while only adding approximately $50 million in operating
cash flow and $30 million of free cash flow on an annualized
basis.

As a result, this acquisition stresses the company's credit
metrics and limits the company's financial flexibility to a much
greater extent than Moody's outlined in the February press
release, whereby Moody's had projected adjusted operating cash
flow and free cash flow to adjusted debt ratios of 30% and 16%,
respectively, in 2006, before rebounding to approximately 42% and
20% in 2007.  In light of the recent announcement, Moody's now
expects the adjusted operating cash flow and free cash flow to
adjusted debt ratios to be in the range of 10% to 15% and 5% to
10% during 2006 with only modest increases expected to these
ratios in 2007.

Moody's concedes that the structure and terms of the planned debt
financing will have a significant influence on the ultimate rating
outcome.

The acquisition of Serological fits Millipore's overall strategy
of increasing its presence in the life science market.  Further,
the transaction may allow Millipore to expand its margins and
accelerate its rate of internal growth.  Moody's believes the
addition of Serologicals will strengthen the company's Bioprocess
division while significantly adding breadth and depth to the
product portfolio of the Bioscience division.  In addition to
anticipated cost synergies of reducing redundant corporate
overhead and general and administrative expenses, Moody's believes
that the complimentary nature of the product portfolios of both
companies and the strong overlap of the customer base could result
in additional revenue synergies.  Lastly, Serologicals boosts
Millipore research and development capabilities.

These ratings of Millipore were placed under review for possible
downgrade:

   * $100 Million 7.5% Senior Unsecured Notes due 2007,
     rated Baa3
   * $300 Million Shelf Registration; (P) Baa3

Simultaneously, Moody's Investors Service placed these ratings of
Serologicals Corporation under review for possible upgrade:

   * Senior secured term loan due 2011, rated Ba3
   * Senior secured revolving credit facility due 2009, rated Ba3
   * Corporate Family Rating, rated B1

Millipore, headquartered in Billerica, Massachusetts, is a leading
bioprocess and bioscience products and services company, organized
into two divisions.  The Bioprocess division offers solutions that
optimize development and manufacturing of biologics.  The
Bioscience division provides high performance products and
application insights that improve laboratory productivity.  The
Company employs approximately 4,800 people worldwide and posted
revenues of approximately $991 million for the fiscal year ended
Dec. 31, 2005.


MOHEGAN TRIBAL: Earns $34.8 Million in Quarter Ending March 31
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority recorded second quarter gaming
revenues of $303.9 million, a 6.9% increase over the corresponding
period in the prior year.   

Net income for the quarter ended March 31, 2006 increased by
$6.5 million, or 23.0%, to $34.8 million compared to $28.3 million
for the same period in the prior year.  The increase in net income
is primarily due to a $9.1 million increase in income from
operations at Mohegan Sun.

Adjusted EBITDA for the quarter ended March 31, 2006 increased by
$7.3 million, or 9.1%, to $87.7 million compared to $80.4 million
for the same period in the prior year.  The Adjusted EBITDA margin
(Adjusted EBITDA as a percentage of net revenues) for the quarter
ended March 31, 2006, was 26.1% compared to a 25.7% Adjusted
EBITDA margin for the same period in the prior year.  The increase
in the Adjusted EBITDA margin for the quarter ended March 31,
2006, was primarily attributable to the increase in the Adjusted
EBITDA margin for Mohegan Sun as described below.

Interest expense increased by $500,000 to $22.8 million for the
quarter ended March 31, 2006, as compared to $22.3 million for the
same period in the prior year due to increases in weighted average
outstanding debt and weighted average interest rate.  The weighted
average outstanding debt was $1.25 billion for the quarter ended
March 31, 2006 versus $1.23 billion for the quarter ended March
31, 2005.  The weighted average interest rate was 7.4% for the
quarter ended March 31, 2006 compared to 7.2% for the same period
in the prior year.

"Our operating results for the quarter are remarkable," said Bruce
Bozsum, Chairman of the Mohegan Tribal Gaming Authority, "The
Management Board is extremely pleased with the continuing success
of our properties and acknowledges that a great deal of the
success is the result of the outstanding work of all our
employees."

        Liquidity, Capital Resources and Capital Spending

As of March 31, 2006, the Authority held cash and cash equivalents
of $81.5 million, an increase of $9.1 million from $72.4 million
as of September 30, 2005.  As of March 31, 2006, there was
$16.0 million outstanding under the Authority's $450.0 million
bank credit facility revolving loan.  In December 2005, the
Authority received the requisite consent from its lenders to amend
the bank credit facility to permit the Authority to increase the
maximum amount available under letters of credit to $60.0 million,
enabling the Authority to establish the $50.0 million letter of
credit necessary for the Pennsylvania slot license applications
mentioned above.  Taking into effect this and other letters of
credit, which reduced borrowing availability under the bank credit
facility, the Authority had approximately $383.7 million of
available borrowing under the bank credit facility as of
March 31, 2006.  The Authority's total debt was approximately
$1.26 billion as of March 31, 2006.

Capital expenditures totaled $60.6 million for the six months
ended March 31, 2006, versus $21.3 million for the same period in
the prior year, comprised primarily of Pocono Downs construction
expenditures of $25.7 million and maintenance capital expenditures
at Mohegan Sun of $27.2 million.

Capital expenditures for the Corporate division were $7.5 million
for the quarter ended March 31, 2006, which represents the
purchase of land, excluding prior deposits, that will be the site
for the development of a casino to be owned by the Cowlitz Indian
Tribe.  The Authority's total investment in the Cowlitz Project
for the quarter ended March 31, 2006 was $8.8 million.

Capital expenditures at Mohegan Sun are anticipated to be
approximately $51.0 million for the 2006 fiscal year, comprised
primarily of anticipated maintenance capital expenditures,
customer relationship management software and related hardware,
slot machine replacements and information systems enhancements and
upgrades.

Capital expenditures for the Pocono Downs racetrack site are
anticipated to be approximately $68.0 million for the 2006 fiscal
year, comprised primarily of construction costs for the
improvements to the existing Clubhouse and Grandstand.

Distributions to the Mohegan Tribe of Indians of Connecticut, or
the Tribe, totaled $36.0 million and $33.4 million for the six
months ended March 31, 2006, and 2005.  Distributions to the Tribe
are anticipated to total approximately $72.5 million for fiscal
year 2006.

Management believes that existing cash balances, financing
arrangements and operating cash flows will provide the Authority
with sufficient resources to meet its existing debt obligations,
relinquishment payments, foreseeable capital expenditure
requirements with respect to current operations and distributions
to the Tribe for at least the next twelve months.  Future
investments in Pocono Downs related to the improvement of the
existing facility and the development of a slot machine facility
at the racetrack, in addition to the payment of a one-time slot
machine license, are anticipated to be funded through the bank
credit facility and additional borrowings.

                      About Mohegan Tribal

The Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is    
an instrumentality of the Mohegan Tribe of Indians of Connecticut
a federally recognized Indian tribe with an approximately 405-acre
reservation situated in southeastern Connecticut, adjacent to
Uncasville, Connecticut.  The Authority has been granted the
exclusive power to conduct and regulate gaming activities on the
existing reservation of the Tribe, and the non-exclusive authority
to conduct such activities elsewhere, including the operation of
Mohegan Sun, a gaming and entertainment complex that is situated
on a 240-acre site on the Tribe's reservation.  The Tribe's gaming
operation is one of only two legally authorized gaming operations
in New England offering traditional slot machines and table games.

                         *     *     *

The Mohegan Tribal Gaming Authority's $250,000,000 issue of
8% Senior Subordinated Notes due April 1, 2012 carry Moody's
Investor Service's Ba3 rating and Standard & Poor's B+ rating.  
The Tribe's $500,000,000 five-year revolving credit agreement,
under which Bank of America, N.A., serves as the administrative
agent for a consortium of lenders, matures on March 31, 2008.  
That loan package (which includes a provision that could increase
the lenders' commitments to $600,000,000) is rated BB by S&P and
Ba1 by Moody's.  


NISKA GAS: S&P Rates Proposed $700 Million Sec. Term Loan at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Calgary, Alta.-based Niska Gas Storage,
which is composed of:

   * Niska GS Holdings I, L.P.;
   * Niska GS Holdings II, L.P.; and
   * subsidiaries.

Standard & Poor's also assigned its 'BB-' rating with a recovery
rating of '3' to Niska's proposed seven-year US$700 million
secured term loan B.  The '3' recovery rating reflects the
expectation of meaningful recovery (50% to 80%) of principal in a
payment default scenario.  The outlook is stable.
     
"The ratings on Niska are constrained by its highly leveraged
financial risk profile, which reflects its expected high debt to
EBITDA levels following the proposed acquisition of the business
by Carlyle/Riverstone Global Energy and Power Fund from EnCana
Corp. (A-/Negative/--), its large cash flow requirements to
service its operational and financial obligations, and the
potential large working capital requirements coupled with limited
liquidity," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"The company's very high percentage of storage capacity contracted
provides a stable source of cash flows, which we expect will be
sufficient to service its maintenance capital spending and the
majority of its debt servicing obligations in the next two years.
The company's business risk profile does benefit from the
facilities' close proximity to highly liquid natural gas markets
and their connection to major pipeline systems," Ms. Koutsoukis
added.
     
Niska is a newly formed company that has entered into agreements
to acquire the natural gas storage business currently owned by
EnCana.  EnCana's portfolio of storage assets is the largest
independent natural gas storage business in North America with
total storage capacity of 172.5 billion cubic feet (bcf) of which
164 bcf is wholly owned and operated.  When the acquisition
closes the company's assets will be:

   * the AECO Hub in Alberta which includes the Suffield (85 Bcf)
     and Countess (40 Bcf) facilities;

   * the Wild Goose (24 Bcf) facility in northern California; and

   * the Salt Plains facility in Oklahoma (15 Bcf).

Niska will also have contracts for a total of 8.5 Bcf of capacity
on two different legs of the Natural Gas Pipeline Co. of America
system in the U.S. mid-continent.
     
The stable outlook reflects our expectation that Niska will be
able to meet its interest and operating obligations in the next
two years, based on the high percentage of contracted storage
capacity and the good near-term market fundamentals for the
natural gas storage business.  If the company were not able to
realize expected incremental cash flow generation through its
optimization program or finds itself constrained by large working
capital requirements and insufficient liquidity, a negative rating
action would likely occur.  As a result, maintaining the current
rating and stable outlook, in the near to medium term, is
contingent on the company's ability to reduce debt levels, while
funding its expansion capital program planned for fiscal 2007
and 2008.  There is little likelihood of a positive rating action
during this timeframe.  


NORTHWESTERN CORP: Moody's Holds Ratings Following Babcock Deal
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of NorthWestern
Corporation.  The rating outlook for Northwestern remains
positive.  The action follows the announcement that Northwestern
had entered into a purchase and sale agreement with Babcock &
Brown Infrastructure, for BBI's purchase of all of the shares of
NOR.

Moody's also affirmed NOR's other ratings, including its senior
secured debt of Ba1, senior unsecured debt of Ba2 and its SGL-2
liquidity rating.

In Moody's view, the acquisition of NOR by BBI does not change the
fundamental direction of NOR's credit profile, which is one of
improving credit metrics combined with reduced business risk, but
which is also currently constrained by certain challenges facing
the company.  The action also reflects Moody's expectation that
this transaction will not increase the debt at the NOR level.

Moody's notes that the acquisition of NOR by BBI will include the
creation of a holding company into which BBI will infuse a
significant amount of equity, but which will also carry a
significant amount of debt.  Consequently, Moody's will
incorporate a consolidated credit analysis of NOR along with our
legal entity approach.  Moody's notes that NOR's future upstream
dividends will be necessary to support the additional parent
company debt, which could also result in lower free cash flow.

While the precise amount and terms of the acquisition financing
are not known at this stage, the ratings affirmation incorporates
Moody's expectation that the acquisition will be financed in such
a way that it will at least support the current ratings.

Moody's maintains the positive outlook in consideration of these
factors:

   1) the company has made good progress in advancing its back to
      basics strategy, which focuses on relatively low risk
      regulated electric and gas utility operations since
      emerging from bankruptcy on November 1, 2004, and which has
      involved a significant reduction in debt;

   2) the company has produced higher than expected free cash
      flow which has allowed for continued debt reduction; and

   3) regulatory relationships in Montana are improving, as
      evidenced by a settlement related to recovery of natural
      gas costs that had been disputed.

The company still faces an assortment of challenges, which
include:

   1) various lawsuits and an investigation being conducted by
      the Securities and Exchange Commission;

   2) renegotiating contracts with qualifying facilities,
      which form part of the default supply portfolio in NOR's
      Montana service territory;

   3) solidifying the improving working relationship with
      regulators in Montana, where the company will be subject to
      a rate review filing in September 2006;

   4) renegotiating some of the larger, more-costly QF contracts;
      and

   5) cash funding needs to shore up the pension fund.

NOR's ratings continue to reflect the significant improvement in
its capital structure that followed the debt-for-equity exchange
in its plan of reorganization, whereby $1.3 billion of senior
unsecured and subordinated debt was extinguished and exchanged for
$710 million of equity.  Since emerging from bankruptcy on Nov. 1,
2004, NOR has also used free cash flow to further reduce debt.

The proposed acquisition requires regulatory approvals from the
regulatory commissions in Montana, South Dakota, Nebraska, the
Federal Energy Regulatory Commission, the Federal Communications
Commission and the Federal Trade Commission, as well as
shareholder approval.  During the period of regulatory review,
Moody's will monitor the merger progress and assess the credit
impact of the final capital structure.

On a stand-alone basis, NOR's financial ratios and business risk
profile could support a higher rating, in accordance with Moody's
global utilities rating methodology and in comparison to the
ratings of similar companies.  However, the rating is currently
constrained by the challenges, which could take some time to
resolve.

NOR's ratings could be upgraded if the company continues to
demonstrate a good track record with respect to its financial
goals and demonstrates material progress in resolving the
aforementioned challenges.  Moody's expects substantial
improvement in credit metrics over the next several years,
including higher funds from operations and lower debt.

Positive free cash flow from operations is expected to be used to
bring NOR to its targeted capital structure of 50% debt and 50%
common equity in the near term.  Demonstrated ability to achieve
FFO to adjusted debt above 15% on a sustainable basis, while
reducing debt, could lead to an upgrade in the absence of negative
surprises with respect to litigation and other issues. While a
downgrade is considered to be unlikely in the near term, the
rating outlook could be revised to stable if the company does not
continue to improve its financial profile while reducing business
risk or of the acquisition results in developments that are
detrimental to the company.

NorthWestern Corporation, headquartered in Sioux Falls, South
Dakota, conducts regulated electric and gas utility operations in
Montana, South Dakota, and Nebraska through its NorthWestern
Energy division.


ORIS AUTOMOTIVE: Taps Peter Colmer as Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
gave Oris Automotive Parts Alabama, Ltd., permission to employ
Finley, Colmer and Company as chief restructuring officer and
chief operating officer.

Clark R. Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
in Birmingham, Alabama, told the Court that the Debtor's size of
operations and the complexity of its attendant financial
difficulties require it to employ experienced advisors to assist
in the restructuring and reorganizing to be proposed in its case.  
Additionally, the retention of Peter Colmer, a partner in the
Firm, is a condition to the Debtor's Debtor-in-Possession Credit
and Security Agreement.

As chief restructuring officer and chief operating officer, Finley
Colmer will provide advisory and managerial duties.  Its services
include, but are not limited to:

   a. supervision of all aspects of the corporate finance
      alternatives available to the Debtor, including refinance of
      existing debts, arrangement of equity capital, or outright
      sale of assets to insure maximum consideration to the
      Debtor;

   b. supervision of the creation of financial reporting and
      control capability for the Debtor's operations;

   c. oversight of cash receipts and disbursements for the
      Debtor's Alabama operations, including signatory authority
      over any disbursements in excess of an amount to be agreed
      upon as provided in the DIP Credit Agreement;

   d. oversight and development of a rolling 4 week cash budget
      and performance relative to budget; and

   e. coordination with the General Manager of the Alabama
      facility on matters relating to plant staffing, general
      overhead, production, customer programs, and capacity
      constraints.

Marc Watson, a principal at the Firm, will serve as chief
operating officer.  Messrs. Colmer and Watson will have
discretionary authority as would normally be held by the president
and chief executive officer of a corporation and the Board.

Mr. Colmer will be paid $10,000 weekly for 30 hours of service
per.  He will bill $375 per additional hour of service rendered.  
Mr. Watson will bill $375.00 per hour.  Associates in the firm
will bill $250.00 per hour.

Messrs. Colmer and Watson will also get a 2% sale transaction fee
if the Debtor sell part of or all of its assets.  

Peter W. Colmer informs the Court that his Firm and its partners
do not hold any interest adverse to the Debtor.  The Firm and its
partners are "disinterested" as defined in Sec. 101(14) of the
Bankruptcy Code.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/english/-- manufactures    
automotive parts.  The company filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813).  Clark R.
Hammond, Esq., at Johnston, Barton, Proctor & Powell LLP,
represents 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.


PINNACLE ENT: Raises Aztar Purchase Price Offer to $48 Per Share
----------------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) Board of Directors
unanimously approved an increase in the per-share price under the
Company's proposal to acquire all of the outstanding common shares
of Aztar Corporation (NYSE: AZR) to $48 per share, subject to
adjustment.  The consideration consists of $45 per share in cash
and $3 per share of Pinnacle common stock, subject to a collar
provision.  The purchase price for each share of Aztar Series B
preferred stock has been increased to $475.94 in cash, plus $31.73
in Pinnacle common stock, subject to the collar provision.  The
fully financed transaction is valued at $2.46 billion, including
approximately $1.85 billion in equity on a fully diluted basis and
approximately $677 million of indebtedness.

Each share of Aztar common stock would receive a fraction of a
share of Pinnacle common stock equal to $3 divided by the trading
price of a share of Pinnacle common stock over a specified trading
period, but no more than 0.12976 shares and no fewer than 0.08651
shares.

As reported in the Troubled Company Reporter on April 27, 2006,
Pinnacle and Aztar had previously amended their definitive merger
agreement, under which Pinnacle would acquire all of the
outstanding common shares of Aztar for $45.00 per share in cash.  
In raising the proposed merger price to $48.00 per share, Pinnacle
exercised its right under the merger agreement to respond to a
third-party proposal.  Pinnacle's offer remains open until 5 p.m.
(New York City time) on Friday, April 28, 2006.

                     About Aztar Corporation

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

                  About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,    
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                         *     *     *

As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service placed the ratings of Pinnacle
Entertainment, Inc. on review for possible upgrade following the
company's announcement that it entered into a definitive merger
agreement under which Pinnacle will acquire all of the outstanding
shares of Aztar Corporation for $38 per share in cash, or about
$1.45 billion.  Including Aztar's $723 million of debt, the
transaction is valued at almost $2.2 billion.  Pinnacle ratings
affected include its B2 corporate family rating, B1 senior secured
bank loan rating, and Caa1 senior subordinated debt rating.


PIONEER NATURAL: Fitch Rates $450 Mil. Sr. Unsecured Notes at BB+
-----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' to Pioneer Natural Resources'
$450 million issuance of 6.875% senior unsecured notes due 2018.  
Fitch currently rates Pioneer as:

  -- Issuer Default Rating 'BB+'
  -- Senior unsecured debt 'BB+'
  -- Rating Outlook Stable

The proceeds from the senior note issuance will be used to fund a
tender offer for Pioneer's outstanding 6.5% senior notes due 2008,
of which $350 million is currently outstanding, and for general
corporate purposes.  The ratings and Stable Outlook reflects
Pioneer's modest leverage profile when measured against proven and
proven developed reserves, the location of its reserve base which
is predominantly North American and the current strength of the
oil and natural gas markets.  Offsetting factors include Pioneer's
challenge to maintain production levels post-divestures (GOM and
Argentina) and to replace reserves at economic costs.  An
additional concern is Pioneer's share price underperformance
relative to its peers which may potentially lead to further
shareholder friendly actions in the future.

Pioneer is an independent oil and gas exploration and production
company with operations in:

   * the United States,
   * Canada,
   * South Africa, and
   * Tunisia.

Proved reserves at yearend 2005 were 987 million barrels of oil
equivalent with approximately 76% of those reserves located in
North America.  The company's headquarters are in Irving, Texas.


PLIANT CORP: Confirmation Hearing Scheduled for May 31
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on May 31, 2006, at 9:30 a.m. (Eastern Time), to consider
confirmation of the Second Amended Plan of Reorganization of
Pliant Corporation and its debtor-affiliates.

Parties-in-interest have until May 22, 2006, at 4:00 p.m.
(Eastern Time) to file an objection to the confirmation of the
Plan.

The Debtors and any party supporting the Plan have an opportunity
to file a response to any Confirmation Objection on or before
May 26, 2006.

The Debtors modified their Plan and Disclosure Statement twice.  
The Debtors filed a First Amended and Disclosure Statement on
April 17, 2006, and a Second Amended Plan and Disclosure
Statement the next day.

The First Amended Plan provides additional information on the
Debtors' management.  The Debtors included biographies of their
directors and some top executive officers, and disclosed the
composition of the subcommittees of the Board of directors and
compensation of the directors and executive officers.

The Debtors report that prepetition obligations of former Pliant
directors & officers generally include:

   a. a note issued by Scott K. Sorensen in favor of Pliant for
      approximately $787,000;

   b. a note issued by Ronald G. Moffit in favor of Pliant for
      $262,000;

   c. a note issued by Ronald G. Moffit in favor of Pliant for
      $302,000;

   d. a note issued by Richard P. Durham in favor of Pliant for
      $2,430,0798; and

   e. a note issued by Jack E. Knott in favor of Pliant for
      approximately $3,700,000.

Pursuant to the Plan, the notes will remain in effect and subject
to repayment as of the Plan Effective Date.

                      Durham Stock Ownership

The Debtors also disclose that Mr. Durham, in his individual
capacity or through Durham Capital, L.L.C., is the owner of
23,033 shares of Pliant's outstanding common stock.  Although Mr.
Durham exercised a put right with respect to some of his shares
in 2002, his shares were never repurchased by Pliant.  Mr. Durham
has at all times continued to hold and benefit from his rights as
a common shareholder in Pliant.

Prior to filing for bankruptcy, Pliant was prohibited under its
credit facilities from repurchasing any of Mr. Durham's shares of
outstanding common stock.  Pliant has not issued an instrument
evidencing any indebtedness on account of Mr. Durham's common
stock shares or his repurchase right.  Accordingly, Mr. Durham's
recovery on account of his shares will be in accordance with the
recoveries to Holders of Allowed Outstanding Common Stock
Interests in Class 11.

Any alleged claim Mr. Durham may submit on account of his put
right will be subordinated under Section 510 of the Bankruptcy
Code to the level of common stock.

                            Indenture  

The First Amended Plan discusses the principal arguments raised
by ad hoc groups of holders of First Lien Note Claims and Second
Lien Note Claims, and the Debtors' responses, on these issues:

   -- Re-incorporation of Pliant as a Delaware Corporation;

   -- Change of control;

   -- Incurrence of additional indebtedness;

   -- Payment of cash repurchase price to certain holders of
      Series B Preferred Stock and other distributions under the
      Plan;

   -- Call option and payment of cash interest with respect to
      the New Subordinated Notes;

   -- Issuance of Tack-On Notes and payment of Bondholder
      Additional Consideration and Consenting Noteholders'
      Professional Fees; and

   -- Asset Sales and Liens.

              Administrative Expense Claim Estimate

The Debtors estimate the allowed amount of Administrative Expense
Claims, upon emergence from Chapter 11, to be approximately
$114,600,000, comprising of:

   -- around $17,900,000 of Administrative Expense Claims arising
      under Section 503(b)(9) of the Bankruptcy Code; and

   -- approximately $96,800,000 of postpetition accounts payable
      and accrued liabilities.

Of the $96,800,000 attributable to accounts payable and accrued
liabilities, the Debtors estimate that 73% of the amount is on
account of raw materials and packaging, 5% on account of freight,
around 8% for utilities while approximately 1% is for
maintenance, repair and operating supplies.  The remaining 13% is
on account of miscellaneous accounts payable including
commissions and lease payments.

                         Other Revisions

Other Plan revisions include:

   a. removal of the provisions on the Opt-Out Procedures and
      Requirements;

   b. inclusion of a detailed discussion of the circumstances
      leading to Pliant's bankruptcy;

   c. disclosure of the estimated accrued fees and expenses
      of the legal advisors for the Debtors' creditor
      constituencies;

   d. clarification that Revolving Credit Facility Claims
      (Class 3) are impaired under the Plan and its holders are
      entitled to vote on the Plan.  The Debtors reserve the
      right to seek a determination at the hearing to consider
      confirmation of the Plan that the Class 3 Claims are
      unimpaired and deemed to have accepted the Plan;

   e. alternative treatments of Old Note Claims (Class 7) in
      the event the Court makes certain determination concerning
      the impairment under the Plan of the First Lien Note Claims
      (Class 4) and Second Lien Note Claims (Class 5).  Based on
      the outcome of the Court's determination, the holder could
      receive:

         * $20,000,000 of First Lien Tack-On Notes, which are
           secured notes, or $35,000,000 of New Senior
           Subordinated Notes that are unsecured; and

         * if Class 7 accepts the Plan, cash equal to 1% of the
           principal amount of the holders' Old Notes, or an
           additional 2.5% of Series AA Preferred Stock;

   f. clarification that General Unsecured Claims (Class 6), in
      addition to being reinstated, will receive payment in full;

   g. clarification that the treatment of a claim as reinstated
      means, among other things, leaving unaltered the legal,
      equitable and contractual rights to which the holder of the
      claim is entitled; and

   h. clarification that Class 11 includes those interests
      arising from:

         -- Pliant common stock;

         -- the Warrants, which are deemed to be exercised;

         -- any vested stock options that are exercised pursuant
            to the terms of the Plan; and

         -- claims that are subordinated pursuant to Section
            510(b).

The Debtors maintain that they are evaluating prospects for
arranging financing that would be available to refinance, on the
Effective Date of the Plan, a portion or all of the outstanding
First Lien Notes and the outstanding Second Lien Notes.  If the
Debtors elect to pursue the financing, they will:

   -- be required to pay commitment fees in consideration for the
      financing; and

   -- further amend the Plan to provide for the refinancing.

A full-text copy of the First Amended Plan is available for free
at http://ResearchArchives.com/t/s?83f

A full-text copy of the First Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?840

                       Second Amended Plan

Under the Second Amended Plan, the Debtors make it clear that
nothing in the Plan will affect their obligations under the Final
DIP Order so long as the order is in full force and effect.

The Debtors also disclose that they contemplate borrowing at
least $170,000,000 under an exit financing facility, including
$25,000,000 sublimit for letters of credit.  The Debtors note
that in no event will borrowings under the Exit Facility, when
added to other outstanding senior debt, exceed the permitted
senior debt baskets under the First Lien and Second Lien
Indentures.

The Debtors estimate the availability under the Exit Facility to
exceed $150,000,000 upon their emergence from Chapter 11.  On the
Plan Effective Date, the Debtors expect to draw approximately
$108,600,000.

The loan will be secured by:

   -- a first priority security interest in substantially all
      inventory, receivables, deposits accounts, 100% of capital
      stock of, or other equity interests in, the domestic
      subsidiaries, and 65% of the capital stock of, or other
      equity interests in, the foreign subsidiaries, investment
      property and certain other assets; and

   -- a second priority security interest in the real property,
      fixtures, equipment, intellectual property and other assets
      of the Borrowers.

The loan will mature no sooner than second anniversary date of
the Plan Effective Date, and will be subject to interest at
current market rate.

The Debtors propose to pay Commitment and Closing Fees --
estimated to be in the range of approximately $2,000,000 to
$5,000,000.  The Debtors will also pay a Letters of Credit Fee at
current market rate.

Under the Second Amended Plan, the Debtors disclose that the
Creditors Committee has questioned whether Timothy J. Walsh, who
is affiliated with the JP Morgan Partners, LLC and affiliates,
should participate in the Compensation Committee's consideration
of whether the performance criteria contained in the Emergence
Bonus Plan have been satisfied.  In the Committee's view, Mr.
Walsh's participation will then be disposed to approve
compensation awards.

The Debtors believe that it is entirely normal for the majority
stockholder to have a representative on the Compensation
Committee.  Furthermore, the Debtors point out, all decisions
regarding the terms of the Plan have been or will be made by
their Board of Directors or the Special Committee appointed by
the Debtors' Board, not by the management.

The Debtors also note that all relevant decisions of the
Compensation Committee have been unanimous, so any bonuses
approved by the Compensation Committee have been approved by a
director who does not have any alleged conflict of interest
related to either management or the JPMorgan Entities.

A full-text copy of the Second Amended Plan is available for free
at http://ResearchArchives.com/t/s?841

A full-text copy of the Second Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?842

A full-text copy of the Debtors' proposed Exit Facility Term
Sheet filed with the Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?843

                          About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC and Don A. Beskrone, Esq., at Ashby &
Geddes, P.A., represent the Official Committee of Unsecured
Creditors.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel.   The Ontario Superior Court of
Justice named RSM Richter, Inc., as the Debtors' information
officer in their restructuring proceeding under Companies
Creditors Arrangement Act in Canada.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Court Approves Plan Voting & Solicitation Protocol
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
set of uniform noticing, balloting, voting and tabulation
procedures to be used in connection with asking the creditors of
Pliant Corporation and its debtor-affiliates to vote to accept
their Joint Plan of Reorganization.

The Honorable Mary Walrath rules that voting procedures provide
for a fair and equitable voting process.  The Solicitation
Packages constitute sufficient notice to all interested parties.

Judge Walrath establishes April 18, 2006, as the Voting Record
Date.

The Court authorizes Bankruptcy Services LLC to perform all
balloting services as the Debtors' voting agent.

Ballots and Master Ballots must be properly executed, completed,
delivered to and received by BSI on or before May 22, 2006, at
4:00 p.m. (Eastern Time).

                          Voting Deadline

The Court established May 24, 2006, at 4:00 p.m. (Eastern Time) as
the deadline by which all Ballots and Master Ballots must be
properly executed, completed, delivered to and received by their
official balloting or voting agent, Bankruptcy Services LLC.

Ballots and Master Ballots must be returned to the Voting Agent
by first class mail postage prepaid, by personal delivery, or by
overnight courier.

                Solicitation and Notice Procedures

After the Court has approved the Disclosure Statement as
containing adequate information pursuant to Section 1125 of the
Bankruptcy Code, the Debtors intend to distribute or cause to be
distributed solicitation packages containing:

   a. a CD-ROM containing copies of the Disclosure Statement,
      together with the Plan and annexed exhibits;

   b. the Solicitation Procedures Order;

   c. a copy of the notice of hearing to consider confirmation of
      the Plan;

   d. either:

         -- a Ballot or a Master Ballot, as appropriate, together
            with a return envelope; or

         -- an Unimpaired Notice of Non-Voting Status and an
            Unimpaired Opt-Out Election, together with a return
            envelope; and

   e. other materials as the Court may direct or approve.

With respect to any transferred claim, the transferee be entitled
to receive a Solicitation Package and cast a Ballot on account of
the transferred claim only if:

   a. all actions necessary to effect the transfer of the claim
      pursuant to Bankruptcy Rule 3001(e) have been completed by
      the Record Date; or

   b. the transferee files, no later than the Record Date:

         -- the documentation required by Bankruptcy Rule 3001(e)
            to evidence that transfer; and

         -- a sworn statement of the transferor supporting the
            validity of the transfer.

In the event a claim is transferred after the transferor has
completed a Ballot, the transferee will also be bound by any vote
made on the Ballot by the holder as of the Record Date of the
transferred claim.

The Debtors expect to distribute the Solicitation Packages no
later than four days after the entry of the Solicitation
Procedures Order to all holders of claims and interests in
Classes 1 through 11.  Creditors who have more than one claim
against one or more of the Debtors or that hold interests in the
Debtors in more than one class will only receive one Solicitation
Package and one or more Ballots as necessary.

As set forth in the Plan, three claim categories are unclassified
for purposes of plan voting:

   1. Administrative Expense Claims
   2. DIP Facility Claims
   3. Priority Tax Claims

To the extent that the parties holding Unclassified Claims have
not otherwise received a Solicitation Package as of the
Solicitation Commencement Date, the Debtors will distribute to
them the CD-ROM, the Solicitation Order, the Confirmation Hearing
Notice and the Unimpaired Opt-Out Election.

The Debtors will also commence distribution of the CD-ROM, the
Solicitation Order and the Confirmation Hearing Notice to these
parties to the extent they have not received a Solicitation
Package as of the Solicitation Commencement Date:

   a. the Office of the United States Trustee;

   b. counsel to the Official Committee of Unsecured Creditors;

   c. counsel to the agents for the prepetition lenders under the
      revolving credit facility;

   d. counsel to the agent for the postpetition lenders;

   e. counsel to the ad hoc committees for each series of notes;

   f. the indenture trustee for each series of notes;

   g. the Securities and Exchange Commission;

   h. the Internal Revenue Service;

   i. the Pension Benefit Guaranty Corporation; and

   j. those parties requesting notice pursuant to Bankruptcy Rule
      2002.

Consistent with Section 1126(f) of the Bankruptcy Code, all
holders of claims in Classes 1, 2, 4, 5 and 6 will be receiving
the same Solicitation Package, however the package will not
include a Ballot.  Instead of a Ballot, the Solicitation Packages
for those claimholders include:

   a. a notice of non voting status; and

   b. an Unimpaired Opt-Out Election.

Pursuant to the Unimpaired Opt-Out Election, holders of
Unimpaired Claims and Unclassified Claims will have the ability
to voluntarily "opt-out" of the releases described in the Plan as
well as the related injunction.  

The Debtors ask the Court to establish the Voting Deadline as the
date by which holders of claims in Unimpaired Classes and holders
of Unclassified Claims return their Unimpaired Opt-Out Elections.  
Holders who do not return an Unimpaired Opt-Out Election will be
deemed to have consented to both the releases in the Plan and the
related injunction.

With respect to the materials that will be sent to holders of
Unimpaired Claims in Class 4 and Class 5, the Debtors will
deliver materials to record holders of the claims, including,
without limitation representatives like the indenture trustees,
brokers, banks, commercial banks, transfer agents, trust
companies, dealers or other agents or nominees.  Each Class 4 and
5 Nominee will be entitled to receive reasonably sufficient
numbers of Solicitation Packages to distribute to the beneficial
owners of the claims for whom the Class 4 and 5 Nominee acts.  
Upon written request, the Debtors will reimburse each Class 4 and
5 Nominee's reasonable, actual and necessary out-of-pocket
expenses associated with the distribution of the Solicitation
Packages to the Beneficial Owners.

Pursuant to the terms of the Plan, holders of Other Outstanding
Common Stock Interests in Class 12 are impaired, will neither
receive nor retain any property on account of their Interests,
and thus are presumed to have rejected the Plan.  The Debtors
will not transmit a Solicitation Package to the Rejecting Class.   
Instead, the Debtors will to mail by the Solicitation
Commencement Date to each member of a Rejecting Class:

   -- the Confirmation Hearing Notice,
   -- the Solicitation Order, and
   -- an Impaired Notice of Non-Voting Status.

The Debtors anticipate that some notices of the Disclosure
Statement Hearing may be returned by the United States Postal
Service as undeliverable.   The Debtors seek the Court's
permission to depart from the strict notice rule, excusing them
from distributing Solicitation Packages, Confirmation Notices and
Rejecting Class Notices to those entities if the Debtors are
unable to obtain accurate addresses for the entities before the
Solicitation Commencement Date after having exercised good faith
efforts to locate a more current address.  

                           Ballot Forms

Bankruptcy Rule 3017(d) requires the Debtors to mail a form of
ballot to "creditors and equity security holders entitled to vote
on the plan."  The Debtors will distribute to certain creditors
and holders of equity interests, one or more ballots.  The forms
of the Ballots are based on Official Form No. 14 but have been
modified to address the particular aspects of the Debtors' Chapter
11 cases.

Ballot forms will be distributed to holders of claims and
interests entitled to vote on the Plan -- Classes 3 and 7 to 11.
All other classes are either Unimpaired and conclusively
presumed to have accepted the Plan or are Impaired and not
entitled to vote on the Plan because they are not retaining any
property under the Plan.  Accordingly, those holders will not
receive a Ballot.

Certain holders of claims in Class 7, and interests in Class 9
and Class 11 are bound by support agreements and are required
pursuant to the terms of the agreements to vote in favor of the
Plan.  In the event that a holder does not comply with its
obligation under the Support Agreements, the Debtors reserve the
right to seek relief from the Court, on an expedited basis, to
enforce the terms of the Support Agreements.

For the Ballots that will be sent to claimholders entitled to
vote on the Plan in Class 11, the Debtors will include a separate
provision where holders of stock options that intend to exercise
the options -- by tendering to Pliant the contractual exercise
price on or prior to the Effective Date of the Plan -- are
required to indicate their intention and provide proof of their
ability to pay the contractual exercise price of that stock
option.

The provision requires the holders to affix to the Ballot either:

   a. a certified letter from an officer at a financial
      institution where they hold an account listing the amount
      of available funds in that account, which must be, in the
      Debtors' sole discretion, substantially in excess of the
      contractual exercise price of all stock options they intend
      to exercise; or

   b. a certified bank statement indicating the amount of
      available funds, which must be, in the Debtors' sole
      discretion, substantially in excess of the contractual
      exercise price of all stock options they intend to    
      exercise.

To the extent a holder of an allowed stock option does not
designate its intention to exercise its stock option on a timely
filed Ballot or does not provide adequate proof of payment with a
timely filed Ballot, the Stock Options will be cancelled,  
annulled and extinguished.

In addition, with respect to the Ballots that will be sent to
holders of Claims entitled to vote on the Plan in Class 7, the
Debtors will deliver the Ballots to record holders of the claims.  
Each Voting Nominee will be entitled to receive reasonably
sufficient numbers of Solicitation Packages to distribute to the
beneficial owners of the claims and interests for whom the Voting
Nominee acts.

The Voting Nominee will summarize the individual votes of its
Beneficial Owners on the appropriate Master Ballot and then
return the Master Ballot as well as the beneficial ballots to the
Voting Agent prior to the Voting Deadline.

                         Ballot Tabulation

Each holder of a claim or interest within a voting class is
entitled to vote the amount of the claim or interest as is held
as of the Record Date.

These parties must serve on the Debtors and file with the Court,
on or before May 5, 2006, a Rule 3018(a) motion to temporarily
allow the claim or interest for purposes of voting:

   -- A party who wishes to have its claim or interest allowed
      for purposes of voting on the Plan in a manner that is
      inconsistent with the Ballot it received; or

   -- Any party that did not receive a Ballot who wishes to have
      its claim or interest temporarily allowed for voting
      purposes.

The Court established May 15, 2006, as the hearing date to
consider all Rule 3018 Motions.

Whenever a creditor or equity interest holder casts more than one
Ballot or Master Ballot voting the same claims or interest before
the Voting Deadline, the last Ballot or Master Ballot received
before the Voting Deadline be deemed to reflect the voter's
intent and supersede any prior Ballots or Master Ballots.

If a holder of claims or interests casts Ballots or Master
Ballots received by the Voting Agent on the same day, but which
are voted inconsistently, the Debtors will not count the Ballots.

Creditors and equity interest holders with multiple claims or
interests within a particular class under the Plan must vote all
of their claims or interests within a class either to accept or
reject the Plan and may not split their vote.  Accordingly, an
individual Ballot (as opposed to a Master Ballot) that partially
rejects and partially accepts the Plan will not be counted.

To the extent that a holder of claims in Class 3 or Class 7
asserts numerous claims against several of the Debtors, the
Debtors ask the Court to only allow one vote for each holder.  
That holder is also only be allowed to submit a single Ballot
representing its vote to accept or reject the Plan, which will
apply to each applicable Debtor in each case.

A holder of claims or interests in more than one class must
submit Ballots for each class of claims and interests.

If a claim is contingent, unliquidated or disputed, or if a claim
is deemed disputed under the Plan, the claim be temporarily
allowed for voting purposes only, and not for purposes of
allowance or distribution, at $1.00.

These ballots will not be counted:

   a. any ballot that is otherwise properly completed, executed,
      and timely returned to the Voting Agent, but does not
      indicate an acceptance or rejection of the Plan, or that
      indicates both an acceptance and rejection of the Plan;

   b. any ballot received after the Voting Deadline;

   c. any ballot containing a vote that the Court determines was
      not solicited or procured in good faith or in accordance
      with the provisions of the Bankruptcy Code;

   d. any ballot that is illegible or contains insufficient
      information to permit the identification of the claimant;

   e. any ballot cast by a person or entity that does not hold a
      claim or interest in a class that is entitled to vote to
      accept or reject the plan;

   f. any unsigned or non-original ballot; and

   g. any ballot transmitted to the Voting Agent by facsimile or
      other electronic means.

In tabulating the Ballots, these are the voting procedures and
standard assumptions:

   a. The method of delivery of ballots to be sent to the Voting    
      Agent is at the election and risk of each creditor, but the
      delivery will be deemed made only when the original,
      executed ballot is actually received by the Voting Agent.

   b. If multiple ballots are received from an individual
      creditor with respect to the same claims or equity
      interests prior to the Voting Deadline, the last ballot
      timely received will be deemed to reflect the voter's
      intent and to supersede and revoke any prior ballot.

   c. The Debtors, in their sole discretion, subject to contrary
      order of the Court, may waive any defect in any ballot at
      any time including failure to timely file the ballot,
      either before or after the close of voting, and without
      notice.  

   d. After the Voting Deadline, no vote may be withdrawn or
      modified without the Debtors' prior consent.

   e. The Debtors reserve the absolute right to reject any and
      all ballots not proper in form, subject to the Court's
      contrary order.

   f. Unless waived or as ordered by the Court, any defects or
      irregularities in connection with deliveries of ballots
      must be cured within the time as the Debtors determine, and
      unless otherwise ordered by the Court, delivery of the
      ballots will not be deemed to have been made until the
      irregularities have been cured or waived.

   g. Neither the Debtors, nor any other person or entity, will
      be under any duty to provide notification of defects or
      irregularities with respect to deliveries of ballots, nor
      will any of them incur any liabilities for failure to
      provide notification.  

With respect to the tabulation of Master Ballots and beneficial
ballots cast by Voting Nominees and Beneficial Owners, the amount
that will be used to tabulate acceptance or rejection of the Plan
will be the principal amount held by the Voting Nominees and
Beneficial Owners as of the Record Date.

                          About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  Kenneth A. Rosen, Esq.,
at Lowenstein Sandler PC and Don A. Beskrone, Esq., at Ashby &
Geddes, P.A., represent the Official Committee of Unsecured
Creditors.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel.   The Ontario Superior Court of
Justice named RSM Richter, Inc., as the Debtors' information
officer in their restructuring proceeding under Companies
Creditors Arrangement Act in Canada.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue Nos. 10 & 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PULL'R HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pull'R Holdings LLC
        10455 Slusher Drive
        Santa Fe Springs, California 90670
        Tel: (562) 906-5090

Bankruptcy Case No.: 06-11669

Debtor affiliate filing separate chapter 11 petition:

      Entity                       Case No.
      ------                       --------
      Maasdam Pow'r Pull Inc.      06-11671

Type of Business: The Debtors sell contractors' equipment and
                  tools.  They are known for brands such as Bucket
                  Boss, Dead On Tools, and the Maasdam Pow'R-Pull
                  line.  See http://www.pullr.com/index.html
                  http://www.maasdam.com/
                  http://www.deadontools.com/
                  http://www.bucketboss.com/

Chapter 11 Petition Date: April 27, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtors' Counsel: Lawrence Diamant, Esq.
                  Robinson, Diamant & Wolkowitz, APC
                  1888 Century Park East #1500
                  Los Angeles, California 90067
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

A. Pull'R Holdings LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Westcap Partners                 Investor Loan       $1,940,000
800 Edgewood Avenue
Mill Valley, CA 94941

Fiskars Brands                   Judgment            $1,908,338
2537 Daniels Street
Madison, WI 53718

Kahn Kleinman                    Legal Fees            $212,930
2600 Erieview Tower
1301 East 9th Street
Cleveland, OH 44114

Top Star Group                   Inventory             $191,388

Leadgate Industries Ltd.                               $181,205

CalFresco                        Private Loan          $150,000

Renner Otto                      Legal Services        $109,513

Wider Link Co., Inc.             Inventory             $108,515

FedEx                            Freight                $80,866

ARI-Heritage Corporate           Facility Rent          $75,081
Center LLC

Moss Adams                       Accounting Services    $74,385

C.H. Robinson                    Freight                $73,636
International, Inc.

TI Squared Technologies, Inc.    Inventory              $69,293

Nanjing Machinery                Inventory              $66,557

Wilon Toolkit Manufacturing Co.  Inventory              $42,072

105 Meridian Pacifica Ltd. LLC   Inventory              $33,206

ISK Industries, Inc.             Commissions            $32,503

Jiangsu Sainty                   Inventory              $27,995

Bennett Group                    Recruiter              $26,000

Heritage Leather Co.             Inventory              $14,332

B. Maasdam Pow'R Pull, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Worldwide Enterprises, Inc.             $80,812
70 Commercial Way
East Providence, RI 02914

Calstrip Industries, Inc.               $67,249
P.O. Box 910911
Los Angeles, CA 90091

Pacific Sintered                        $62,982
P.O. Box 51910, Unit R
Los Angeles, CA 90051

Ace Paper Company                       $45,171

Royal Diecasting Corporation            $39,313

China National Aerotech Import          $28,432

Time Winner International Express       $27,910

Automation Plating Corp.                $25,024

Cook Induction Heating Co.              $21,146

C&L Engineering                         $16,091

Industrial Threaded Products            $15,052

Ulbrich, Inc.                           $12,445

Wilon Toolkit Manufacturing Co.         $12,153

Bormann Metal Center                    $11,077

Betsill Enterprises                     $10,856

Accurate Steel Treating, Inc.            $9,192

Mace Metal Sales, Inc.                   $6,644

Ames True Temper                         $6,508

U.S. Temp Services                       $6,313

Department of Water & Power              $6,130


R.J. REYNOLDS: $3.5BB Conwood Deal Cues Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed R.J. Reynolds Tobacco Holdings'
ratings and negative outlook following Reynolds American Inc's
announcement that it had reached an agreement to acquire the
Conwood Company, a privately held manufacturer of smokeless
tobacco products, for approximately $3.5 billion in cash.

The ratings affirmation reflects:

   1) the strategic benefits of the transaction, which despite
      the full price being paid will broaden the company's
      product portfolio and enhance its growth potential; and

   2) the substantial cushion in RAI's financial profile which
      can accommodate the additional $3.2 billion of debt at the
      current rating level.

The rating outlook remains negative based on ongoing uncertainties
associated with the litigation environment that RJR faces, as well
as the very limited scope for any additional incurrence of debt at
the current rating level.

R.J. Reynolds Tobacco Holdings ratings affirmed:

   * Corporate family rating, Ba2;
   * Senior secured bonds, Ba2;
   * Senior unsecured bonds, B2;
   * Speculative grade liquidity rating, SGL-3.

RJR's Ba2 corporate family rating is supported by the financial
strength exhibited by the company's most recent annual operating
results and the overall market strength of the company's cigarette
brands, as well as the diversification, growth and margin benefits
from the purchase of the Conwood Company.

While the additional $3.2 billion of debt can be accommodated at
the Ba2 rating level, this transaction will leave little cushion
at the Ba2 level to cover any unanticipated material disruptions
in the company's operations.  Ratings could also be downgraded if
any of the lawsuits in which the company is involved significantly
increase the financial risk it faces.  Conversely, the rating
outlook could be stabilized if Moody's assessment of recent
litigation developments, as well as other litigation in which the
company is involved, continues to suggest diminished legal risk.

Moody's notes that RAI intends to utilize $300 million in cash and
$3.2 billion of debt to finance the acquisition and that the
company has received financing commitments from Lehman Brothers
Inc., and JPMorgan Chase Bank, N.A. to complete this transaction.
If the final financing structure results in a significant increase
in higher priority debt at RAI, the ratings on RJR's unsecured,
guaranteed notes could be lowered modestly although these notes
are scheduled to mature on May 15, 2006.

Based in Winston-Salem, North Carolina, Reynolds American is the
parent company of RJR Tobacco Company, the second largest
cigarette company in the United States.  Headquartered in Memphis,
Tennessee, the Conwood Company is the nation's second largest
manufacturer of smokeless tobacco products.


RACE POINT: Moody's Puts Ba2 Rating on $10.8 Mil. Class E Notes
---------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by Race Point III CLO and by Race Point III CLO LLC.

Moody's assigned these ratings:

   1) Aaa to the $451,200,000 Class A Senior Secured Floating
      Rate Notes Due 2020;

   2) Aa2 to the $25,200,000 Class B Senior Secured Floating Rate
      Notes Due 2020;

   3) A2 to the $42,000,000 Class C Secured Deferrable Floating
      Rate Notes Due 2020;

   4) Baa2 to the $31,200,000 Class D Secured Floating Rate Notes
      Due 2020; and

   5) Ba2 to the $10,800,000 Class E Secured Floating Rate Notes
      Due 2020.

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  Moody's also
analyzed the risk of diminishment of cashflows from the underlying
portfolio of corporate debt due to defaults, the characteristics
of these assets and the safety of the transaction's legal
structure.

Race Point III CLO is a collateralized debt obligation consisting
primarily of U.S. senior secured loans, with the flexibility to
accomodate up to 25% in non-USD denominated bank loans.  The CLO
is managed by Sankaty Advisors and underwritten by Wachovia
Securities.


RAYTHEON CO: Earns $287 Million in First Quarter of 2006
--------------------------------------------------------
Raytheon Company reported first quarter 2006 income from
continuing operations of $289 million, compared to $196 million in
the first quarter 2005.  

First quarter 2006 income from continuing operations included an
after-tax $14 million gain from the sale of the Company's
investment in Space Imaging.  First quarter 2005 income from
continuing operations included a $12 million charge for a legal
settlement.  

First quarter 2006 income from continuing operations was higher
due to improved operating results at the Company's Government and
Defense businesses and at Raytheon Aircraft Company combined with
lower net interest expense and lower non-cash pension expense.

"Our strong earnings and cash flow allow us to increase guidance
for the year," said William H. Swanson, Raytheon's Chairman and
CEO. "Our financial performance in the first quarter, along with
our record backlog, continues to demonstrate our focus on strong
execution throughout the Company."

First quarter 2006 net income was $287 million, compared to $166
million or $0.36 per diluted share in the first quarter 2005.  Net
income for the first quarter of 2005 included a $30 million after-
tax loss in discontinued operations primarily attributable to an
after-tax charge for the settlement of a class action shareholder
lawsuit.

Net sales for the first quarter 2006 were $5.2 billion, up 4% from
$4.9 billion in the first quarter 2005.  Government and Defense
sales for the quarter increased 4% to $4.5 billion from $4.3
billion in the first quarter 2005.  RAC sales for the quarter
increased 12% to $493 million from $442 million in the first
quarter 2005.

Operating cash flow from continuing operations for the first
quarter 2006 was a positive $5 million versus an outflow of $274
million for the first quarter 2005.  The improvement in cash flow
was driven by higher income as well as a prior year delay in
billings and collections resulting from a financial system
implementation.  The Company made a $200 million discretionary
cash contribution to its pension plans in the first quarters of
both 2006 and 2005.

During the first quarter 2006, the Company repurchased 2.4 million
shares of common stock for $102 million as part of the Company's
previously announced $700 million share repurchase program.  The
Company has repurchased 13.6 million shares of common stock since
the program's inception for a total of $538 million.  In March
2006, the Company's Board of Directors authorized the repurchase
of up to an additional $750 million of the Company's outstanding
common stock, as well as a 9% increase to the Company's annual
dividend, from $0.88 to $0.96 per share.

Net debt was $3.5 billion at the end of the first quarter 2006
compared with $3.3 billion at the end of 2005 and $5.1 billion at
the end of the first quarter 2005.

The Government and Defense businesses reported first quarter 2006
bookings of $4.8 billion compared to $4.6 billion in the first
quarter 2005.  RAC reported first quarter 2006 bookings of $500
million compared to $472 million in the first quarter 2005.  The
Government and Defense businesses ended the first quarter 2006
with a backlog of $31.5 billion compared to $31.2 billion at the
end of 2005.  Raytheon ended the quarter with a record backlog of
$34.7 billion compared to $34.4 billion at the end of 2005.

                         Segment Results

Integrated Defense Systems had first quarter 2006 net sales of
$963 million, up 6%, compared to $906 million in the first quarter
2005, primarily due to growth in DDG 1000 and international
programs.  IDS recorded $158 million of operating income compared
to $121 million in the first quarter 2005.  Operating income was
higher primarily due to increased sales on international programs
and strong program execution.

During the quarter, IDS booked $363 million for ship integration
and detail design for the U.S. Navy's DDG 1000 Destroyer.  IDS
also booked $148 million to provide engineering services support
to the Patriot air and missile defense program for the U.S. Army.

Intelligence and Information Systems had first quarter 2006 net
sales of $611 million, up 13% compared to $542 million in the
first quarter 2005, primarily due to continued growth in
classified programs.  IIS recorded $55 million of operating income
compared to $50 million in the first quarter 2005.

During the quarter, IIS booked $220 million on a number of
classified contracts.  After the end of the quarter, IIS booked an
additional $276 million on a major classified contract.

Missile Systems had first quarter 2006 net sales of $989 million
compared to $990 million in the first quarter 2005.  MS recorded
$110 million of operating income compared to $105 million in the
first quarter 2005.

During the quarter, MS booked $346 million for the production of
473 Block IV Tactical Tomahawk cruise missiles for the U.S. and
United Kingdom navies.  MS also booked $140 million for the
production of Standard Missile-2 (SM-2) for the U.S. Navy.

Network Centric Systems had first quarter 2006 net sales of
$791 million, up 4%, compared to $762 million in the first quarter
2005, primarily due to growth in the Combat Systems business area.
NCS recorded operating income of $84 million compared to $79
million in the first quarter 2005.

During the quarter, NCS booked $102 million to provide a Perimeter
Intrusion Detection System for the Port Authority of New York and
New Jersey to safeguard the region's four airports.

Space and Airborne Systems had first quarter 2006 net sales of
$1,018 million, up 6% compared to $957 million in the first
quarter 2005, primarily due to growth in the Advanced Targeting
Forward-Looking Infrared program.  SAS recorded $145 million of
operating income compared to $155 million in the first quarter
2005.  Operating income was lower primarily due to favorable
program profit and cost adjustments recorded in the prior year.

During the quarter, SAS booked $535 million on a number of
classified contracts.

Technical Services had first quarter 2006 net sales of $460
million compared to $467 million in the first quarter 2005.  TS
recorded operating income of $32 million in the first quarter of
2006 compared to $31 million in the first quarter 2005.

During the quarter, TS was downselected for a contract from the
Defense Threat Reduction Agency to eliminate three weapons storage
areas in the Ukraine under the Cooperative Threat Reduction
Program.  This contract is expected to be booked in the second
quarter.

Raytheon Aircraft Company had first quarter 2006 net sales of
$493 million, up 12%, compared to $442 million in the first
quarter 2005, primarily due to higher new aircraft deliveries.  
RAC recorded operating income of $16 million compared to
$2 million in the first quarter 2005.  Operating income was higher
due to new aircraft deliveries and mix, and continued improved
operating performance.

Net sales for the Other segment in the first quarter 2006 were
$190 million compared to $192 million in the first quarter 2005.
The segment recorded an operating loss of $13 million in the first
quarter 2006 compared to an operating loss of $21 million in the
first quarter 2005.

                     Discontinued Operations

During the quarter, the Company recorded an after-tax loss from
discontinued operations of $2 million related to its former
engineering and construction and Aircraft Integration Systems
businesses.

                         About Raytheon

Headquartered in Waltham, Massachussets, Raytheon Company
(NYSE: RTN) -- http://www.raytheon.com/-- with 2005 sales of  
$21.9 billion, is an industry leader in defense and government
electronics, space, information technology, technical services,
and business and special mission aircraft.  Raytheon employs
80,000 people worldwide.


RAYTHEON CO: Moody's Lifts Securities Rating to Baa3 from Ba1
-------------------------------------------------------------
Moody's Investors Service upgraded its long term senior debt
ratings of Raytheon Company to Baa2 from Baa3 and its short term
rating to Prime-2 from Prime-3.  The outlook is stable.

The rating action was prompted by the company's improved financial
profile which Moody's believes is sustainable due to continued
high levels of defense spending, demand in the company's aviation
segment as well as the reduction in uncertainty surrounding
contingent liabilities and material reduction in debt seen since
2002.

Supporting the ratings upgrade is a reduction in contingent
liabilities and litigation risk.  Most outstanding legal matters
and SEC investigations are settled or close to settlement.

In addition, the company has reduced its exposure in its aircraft
finance portfolio and gained full ownership of Flight Options LLC
allowing management the necessary latitude to restructure that
company.  All of these factors work to reduce uncertainties
associated with contingent obligations and event risk.  The short
term rating is upgraded to Prime-2 reflecting the company's good
liquidity.  Moody's estimates that debt maturities in the second
quarter of 2006 and first quarter of 2007 could be met with cash
on hand and free cash flow generation.

Further ratings improvement could be considered once the company
reverses weak earnings in its aircraft segment and improves cash
flow metrics which are weak relative to the ratings category.
Retained cash flow to debt, calculated using Moody's standard
adjustments was 11% in 2005.  A further upgrade of the company's
ratings would be supported by continued good balance sheet
liquidity and improvement in cash generation particularly in the
company's Aircraft and Other segments such that retained cash flow
to debt were to exceed 20% on a sustained basis.

The rating or outlook would be under downward pressure if retained
cash flow to debt were to deteriorate from its present level,
margins in the company's Aircraft segment were to deteriorate
substantially, the Other segment should not continue to improve or
an unexpected event were to increase contingent liabilities or
litigation risk.

Ratings upgraded are:

   * Senior unsecured debt rating to Baa2 from Baa3; the ratings
     on its shelf registration: to (P)Baa2 from (P)Baa3 for
     senior unsecured debt, to (P) Baa3 from (P)Ba1 for
     subordinated debt; and to (P) Ba1 from (P)Ba2 for preferred
     stock

   * Short term debt rating to Prime-2 from Prime-3.

   * RC Trust I--Trust preferred securities to Baa3 from Ba1

   * RC Trust II--shelf registration for trust preferred stock  
     and unsecured securities: to (P) Baa3 from (P)Ba1 and to (P)
     Baa2 from (P)Baa3

Raytheon Company, headquartered in Waltham, Massachusetts, is a
major aerospace and defense company.


RCN CORP: Moody's Upgrades Corporate Family Rating to B1 from B3
----------------------------------------------------------------
Moody's Investors Service upgraded RCN Corporation's corporate
family rating to B1 and assigned a Ba3 rating to RCN's new senior
secured first lien credit facility.

The upgrade reflects the application of approximately $295 million
from the sale of RCN's ownership in Megacable, S.A. de C.V. and
MCM Holding, S.A. de C.V. to debt repayment and resultant
reduction in leverage to approximately 3 times.

Moody's rated the new first lien bank facility Ba3, one notch
higher than the corporate family rating, because lenders for the
now smaller first lien will benefit from a greater proportion of
junior debt as a percent of total debt.  Pro forma for the
repayment and refinancing, Moody's anticipates a decline in first
lien debt of $250 million compared to a decline in junior debt of
only $40 million.

RCN's ratings reflect its cash flow concentration, lack of scale,
lower margin relative to both incumbent cable operators and other
overbuilders, and execution risk as management continues efforts
to streamline operations and integrate its recent acquisition of
Consolidated Edison Communications Holding Company, Inc.
Furthermore, despite the substantial improvement in its credit
profile, RCN still faces financial risk, as well as intense
competition.  RCN's improved capital structure and the evidence of
management commitment to better financial flexibility, its high
penetration of multiple services, and its valuable network,
however, support the ratings.

The outlook is stable.

Rating actions:

   * Corporate Family Rating, Upgraded to B1 from B3
   * Senior Secured Bank Credit Facility, Assigned Ba3
   * Senior Secured Bank Credit Facility, Withdrawn,
     previously rated B3
   * Outlook, Changed To Stable From Rating Under Review

Pro forma for the transaction, RCN's leverage, based on Moody's
standard adjustments, will decline from 6.2 times debt-to-EBITDA
to 3.2 times.  RCN's proposed new facility consists of a $75
million first lien term loan and a $55 million first lien revolver
which RCN will use to support letters of credit.

RCN intends to repay the approximately $35 million currently
outstanding under its existing first lien term loan as well as the
approximately $40 million third lien evergreen facility. RCN's
$125 million second lien convertible notes will remain
outstanding, and this junior capital supports the Ba3 rating on
the first lien facility, one notch higher than the corporate
family rating.  First lien lenders benefit from a first priority
security interest in all assets, and Moody's believes RCN's
upgraded network provides high loan to value coverage.

The stable outlook reflects Moody's expectation for some margin
improvement in 2006 and a continued decline in leverage driven by
cash flow growth, as well as approximately neutral free cash flow
for the full year 2006.

RCN Corporation is a communications company marketing video, voice
and data services to residential and commercial customers located
in high-density northeast, west coast and midwest markets,
predominantly in competition with leading incumbent service
providers.


REYNOLDS AMERICAN: Earns $345 Mil. During Quarter Ended March 31
----------------------------------------------------------------
Reynolds American Inc. earned $345 million of net income during
the quarter ended March 31, 2006, compared to $281 million of net
income for the same period in the prior year.

"Reynolds American's first-quarter results reflect the progress
that our operating companies continue to make in containing costs,
improving brand performance and increasing profits," said Susan M.
Ivey, RAI's chairman, president and chief executive officer.  "To
sum up the quarter: progress continues; profits climb."

Ms. Ivey noted that a $65 million benefit from the resolution of
prior year's tax matters contributed to RAI's 22.8% increase in
first-quarter reported net income.  On an adjusted basis, she
said, profit improvements of 8.6% were the result of increased
pricing and productivity, as well as some non-operating cost
benefits.

"On an adjusted basis, all of our operating companies increased
quarterly profits," she said, "and our strategies for investment-
brand growth and productivity improvements remain right on track."

Ms. Ivey said that the company's first-quarter performance was
marked by dynamics that demonstrate Reynolds American's ability to
strengthen its businesses and deliver sustainable earnings growth.

"For example," she said, "R.J. Reynolds' full-price mix improved a
full percentage point from the prior-year quarter - which means
that higher-priced, more profitable brands are becoming a bigger
part of the business, even as they have continued to increase in
price.

"That is especially notable when you consider that adult smokers
are displaying an increased preference for premium brands at the
same time they face inflationary pressures, as well as higher tax
rates," she said.  "The fact that full-price performance improved
speaks to the strength of our business model, as well as favorable
industry marketplace dynamics."

Ms. Ivey also noted that RAI's $3.5 billion acquisition of
Conwood, announced this week, marks another important milestone in
Reynolds American's drive to further strengthen its position as a
leader in the tobacco industry.  "Conwood has an impressive
performance record. It is the nation's second- largest
manufacturer of moist snuff.  It has the No. 1 or No. 2 position
in every smokeless category.  And its brands deliver superior
margins," Ms. Ivey said.

"Conwood has been the growth leader in the moist snuff category,
where it has built a 23% share of market.  And the moist snuff
category itself has been growing at an annual rate of 4% to 5% for
the past five years," she said.

"So this acquisition provides us with an important and significant
platform that would have taken years to build.  We are excited by
this unique opportunity to gain immediate scale and strength in
the growing moist snuff category."

                         Brand Performance

Summing up R.J. Reynolds' brand performance for the first quarter,
Lynn J. Beasley, R.J. Reynolds' president and chief operating
officer, said, "Our key goal is to grow share on our two
investment brands, Camel and Kool, while we profitably manage the
remainder of our portfolio.  And that's happening.  By all
measures, we are doing well."

Ms. Beasley said that during the quarter, Information Resources,
Inc., the company that provides R.J. Reynolds with retail share of
market data, refined its methodology to provide better information
upon which to base comparisons.  IRI has restated the 2005 share
performance of R.J. Reynolds brands based on the new criteria, so
2006 performance can be compared with 2005.  Based on those
comparisons, the combined first-quarter share of the company's
investment brands was 10.29 points, up 0.78%age points from the
first quarter of 2005.

"Overall, industry fundamentals are good," Ms. Beasley said.  "We
are, however, seeing increased activity in the menthol category in
the form of free-product promotions.  Nonetheless, Kool gained
0.21 share points during the quarter, as it continued to benefit
from the enhanced retail presence and focus it receives as one of
our two investment brands."

Ms. Beasley said that Camel also continued its growth momentum, as
well as its heritage of innovation with the first-quarter
introduction of Camel Wides tattoo packs.  Camel also initiated
new efforts to enhance the performance of the brand's menthol
styles, including product and packaging upgrades, as well as
increases in marketing support and retail presence.  These efforts
have already generated growth in Camel menthol's distribution and
share of market.  The first-quarter share for Camel's filtered
styles was 7.20%, a 0.56 point increase from the prior-year
period.

Later in the second quarter, Camel plans to begin a test market of
Camel Snus, a smokeless, spitless tobacco product that will come
in a small pouch that is placed between the lip and gum.  Camel
Snus is different from most moist snuff sold in the United States:
its tobacco is pasteurized, not fermented, and it contains less
moisture and salt than moist snuff.  As a result, Camel Snus does
not require the consumer to spit, making it a convenient option
for adult tobacco consumers.  Test markets will be conducted in
Portland, Ore., and Austin, Texas.

"The test markets will provide an opportunity to generate valuable
learning regarding the potential business opportunity for snus,"
Beasley said.  "This test is consistent with our desire to offer a
variety of differentiated products to adult tobacco consumers."

                          Other Dynamics

RAI's chief financial officer, Dianne M. Neal, said that the
company's first-quarter performance "fully met all of our
expectations."  She noted that R.J. Reynolds' first-quarter
volume, which declined 1.6%, benefited from a favorable comparison
to the first quarter of 2005, which had weak volume, due to
retailers accumulating inventory in late 2004.  Neal said the
company continues to expect R.J. Reynolds' full-year volume to
decline by about 5% in 2006.

Ms. Neal also said that the second quarter may be marked by
increased volume due to trade inventory adjustments associated
with the upcoming implementation of R.J. Reynolds' new SAP systems
platform.  She noted that any inventory increases in the second
quarter would likely be balanced by corresponding decreases in the
third quarter.

Ms. Neal said that RAI remains on track to reach its goal of
achieving $600 million in annualized merger synergies by the end
of 2006.  In addition, she said, the company has already begun to
make progress against its goal of $325 million in new productivity
gains over the next five years.

"Like 2005," Ms. Neal said, "we expect 2006 to be another dynamic
year of profitable growth -- and we're already off to a solid
start."

                       Full Year Forecast

The company expects its year-end balance sheet to remain strong,
with cash and short-term investments of about $2.7 billion,
including merger-related cash costs of about $150 million, and
year-end debt of $1.6 billion.

                     About Reynolds American

Based in Winston-Salem, North Carolina, Reynolds American Inc.
(NYSE: RAI) - http://www.ReynoldsAmerican.com/-- is the parent  
company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco
Company, Inc., Lane Limited and R.J. Reynolds Global Products,
Inc. R.J. Reynolds Tobacco Company, the second-largest U.S.
tobacco company, manufactures about one of every three cigarettes
sold in the country.  The company's brands include five of the 10
best-selling U.S. brands: Camel, Kool, Winston, Salem and Doral.  
Santa Fe Natural Tobacco Company, Inc. manufactures Natural
American Spirit cigarettes and other tobacco products for U.S. and
international markets.  Lane Limited manufactures several roll-
your-own, pipe tobacco and little cigar brands, and distributes
Dunhill tobacco products.  R.J. Reynolds Global Products, Inc.
manufactures, sells and distributes American-blend cigarettes and
other tobacco products to a variety of customers worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services affirmed its existing 'BB+'
corporate credit rating on domestic cigarette manufacturer RJ
Reynolds Tobacco Holdings Inc., wholly-owned subsidiary of
Reynolds American Inc., and assigned its 'BB+' corporate credit
rating to RAI.  At the same time, Standard & Poor's assigned its
'BBB-' bank loan rating and its '1' recovery rating to RAI's
proposed $4.0 billion of senior secured credit facilities.  

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service affirmed Reynolds American's ratings and
negative outlook following the company's announcement that it had
reached agreement to acquire the Conwood Company, a privately held
manufacturer of smokeless tobacco products, for approximately
$3.5 billion in cash.  

Ratings affirmed include:

   * Corporate family rating, Ba2;
   * Senior secured bonds, Ba2;
   * Senior unsecured bonds, B2;
   * Speculative grade liquidity rating, SGL-3.

The rating outlook remained negative based on ongoing
uncertainties associated with the litigation environment that RAI
faces, as well as the very limited scope for any additional
incurrence of debt at the current rating level.


REYNOLDS AMERICAN: Conwood Merger Cues Fitch to Hold Low-B Ratings
------------------------------------------------------------------
Fitch Ratings affirmed these ratings of Reynolds American Inc.
following the company's agreement to acquire the holding company
that owns Conwood, the nation's second largest manufacturer of
smokeless tobacco products:

Reynolds American Inc.:

  -- Issuer Default Rating  'BB'

R.J. Reynolds Tobacco Holdings, Inc.:

  -- Issuer Default Rating 'BB'
  -- Guaranteed Notes 'BB+'
  -- Bank Facility 'BB+'
  -- Senior Unsecured Notes 'BB'

The Rating Outlook is Stable.  Approximately $1.7 billion in
outstanding debt is affected by the rating action.

Conwood's revenues and operating income last year were
approximately $450 million and $250 million, respectively.  RAI
has a financing commitment for the entire purchase price of $3.5
billion.  However, Fitch expects RAI to issue $3.2 billion in new
debt and utilize $300 million in cash.  The new debt is expected
to include a six year-term loan and senior secured notes.  A
364-day secured capital markets term loan facility is available
solely to fund amounts which are not obtained pursuant to the
company's planned senior secured notes offering.

Additionally, the company has a commitment for a new $500 million
five-year revolving credit facility to be used for post-closing
working capital needs.  This facility will replace the existing
revolving credit facility at RJR, the company's wholly owned
subsidiary.

Fitch expects all of the new debt issued by RAI to include more
guarantors than its existing credit facility and guaranteed notes.
The additional guarantors include Conwood, Lane Limited and Santa
Fe Natural Tobacco Holdings.  As a result, the new debt may have a
higher priority.  Upon review of the final documentation, this new
debt will be rated by Fitch.

Coverage and leverage, adjusted on a pro forma basis to include
Conwood, will weaken from very strong year end levels.  Based on
the preliminary terms of the deal, leverage measured by Total Debt
to EBITDA (defined as total debt divided by earnings before
interest, taxes, depreciation and amortization) goes from 0.9x for
2005 to 2.2x.  On the same basis, coverage measured by EBITDA to
Gross Interest Expense goes from 16.6x to 6.1x.

RAI has demonstrated its ability to integrate acquisitions, proven
by the success of the 2004 Brown & Williamson acquisition.  While
the Conwood deal is priced high at a 13.5 x EBITDA multiple, the
company provides RAI with diversification, growth and
significantly higher margins.  RAI's domestic tobacco subsidiary,
R.J. Reynolds Tobacco Company, is limited primarily to the
declining domestic cigarette market.  RJRT has implemented an
operating strategy in which all of its marketing support goes
behind its key brands.  The company's top two brands, Camel and
Kool, which contribute approximately 33% of volume, receive 80% of
marketing support. (Other brands receiving support include
Winston, Salem, Doral, Pall Mall and Eclipse.)  Notwithstanding
this strategy, RJRT's market share has fallen approximately 200
basis points from 32% in 2003 to 30% in 2005.  It remains unclear
whether RJRT can achieve market share growth over the longer term.

The uncertainty around tobacco industry litigation is the over-
riding risk factor affecting the ratings.  However the industry
has seen progress marked by a reduction in the outstanding case
load and the number of new cases being filed.  Fitch is currently
evaluating a reduction in domestic tobacco litigation risk as a
factor in the credit ratings of industry participants.  The review
focuses on the risk posed by the major class action cases and the
Department of Justice case.

The Stable Outlook reflects that industry fundamentals have
improved considerably.  The major tobacco companies have regained
pricing power, which has led to material improvements in operating
earnings.  Nonetheless, the ratings rely upon maintenance of
significant liquidity to manage the tobacco-related litigation
risk.  RAI has a high degree of liquidity, with March 31, 2006
cash and short-term investments of $2.2 billion.


RIVERSTONE NETWORKS: Completes $196.6 Million Asset Sale to Lucent
------------------------------------------------------------------
Riverstone Networks completed the sale of its business to Lucent
Technologies for $196.6 million pursuant to the Asset Purchase
Agreement signed by the parties on Feb. 7, 2006 and approved by
the U.S. Bankruptcy Court on March 23, 2006.  An additional
$10 million is being held in escrow for 120 days pending
calculation of the final net assets transferred to Lucent.  
Substantially all of Riverstone's employees, including Riverstone
CEO Oscar Rodriguez and other senior executives, will be employed
by Lucent after the transaction closes.

The Riverstone Networks corporate entity will continue to exist as
the company prepares its plan of liquidation.  Under the terms of
the Lucent Asset Purchase Agreement, Riverstone gave up the rights
to use the Riverstone Networks name and all other marks.

Going forward the company will operate as RNI Wind Down
Corporation -- http://www.rniwd.com/ RNI Wind Down will be led by  
Noah D. Mesel and Michael Overby, who will oversee a small staff
that will remain to wind up the company's U.S. and international
corporate affairs.

Contact:

    Michael Overby
    Interim CFO
    408-878-6500

    Noah Mesel
    Senior Vice President & General Counsel
    408-878-6500

    Howard Kalt
    Kalt Rosen & Co.
    415-397-2686

                    About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies --
http://www.lucent.com/-- designs and delivers the systems,     
services and software that drive next-generation communications
networks.  Backed by Bell Labs research and development, Lucent
uses its strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.

                    About Riverstone Networks  

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet     
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


ROGERS INDUSTRIES: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rogers Industries, Inc.
        dba Economy Tile Company
        P.O. Box 157, 11247 Beard Road
        Economy, Indiana 47339
        Tel: (765) 886-5740

Bankruptcy Case No.: 06-01983

Type of Business: The Debtor is a project contractor.

Chapter 11 Petition Date: April 27, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin P.C.
                  251 East Ohio Street, Suite 1100
                  Indianapolis, Indiana 46204
                  Tel: (317) 639-5454
                  Fax: (317) 632-1319

Total Assets:   $273,539

Total Debts:  $1,124,193

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         940 & 941 Taxes        $176,000
P.O. Box 21126
Philadelphia, PA 19114

U.S. Bank                        Credit Card             $82,980
P.O. Box 790401
Wyanet, IL 61379-0401

Cynthia S. Rogers                Business Loans          $71,242
5315 North Pennsylvania
Indianapolis, IN 46220

Indiana Department of Revenue    Unemployment Taxes      $60,000

Busters Cement Products, Inc.    Goods Purchased         $45,000

Simcote Ohio                     Business Transaction    $40,536

Howland Drawings Products        Business Transaction    $22,000

Sam Bragdon                      Professional Services   $22,000

Gerdau Ameristeel                Business Transaction    $21,838

Switzer Tank Lines               Business Transaction    $18,943

Cemex, Inc.                      Business Transaction    $15,053

Hudson Tool Rental               Business Transaction    $13,400

Action Steel Company             Business Transaction    $13,077

Curtis D. Fankhauser             Business Transaction    $12,233

Wayne County Treasurer           Property Taxes           $8,450

Shick, Sand & Graver             Professional Services    $7,466

Ambassader Steel                 Business Transaction     $6,641

Haveland Culvert                 Business Transaction     $6,000


SANDELMAN FINANCE: Moody's Rates $62.5 Mil. Class E Notes at Ba2
----------------------------------------------------------------
Moody's assigned these ratings to eight classes of notes issued by
Sandelman Finance 2006-1, Ltd:

   1) Aaa to the $562,500,000 Class A-1A First Priority
      Senior Notes Due 2018;

   2) Aaa to the $100,000,000 Class A-1B First Priority Senior
      Notes Due 2018;

   3) Aaa to the $100,000,000 Class A-2 First Priority Senior
      Revolving Notes Due 2018;

   4) Aa1 to the $60,000,000 Class B-1 Second Priority Senior
      Notes Due 2018;

   5) Aa2 to the $40,000,000 Class B-2 Second Priority Senior
      Notes Due 2018;

   6) A2 to the $112,500,000 Class C Third Priority Senior
      Subordinate Deferrable Notes Due 2018;

   7) Baa2 to the $62,500,000 Class D Fourth Priority Junior
      Subordinate Deferrable Notes Due 2018; and

   8) Ba2 to the $62,500,000 Class E Fifth Priority Junior  
      Subordinate Notes Due 2018.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the manager,
Sandelman Partners, LP.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Bank of America, is a
securitization of middle market and broadly syndicated loans.


SBA COMMS: Buys AAT Comms for $634 Million in Cash & 17.06M Shares
------------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) completed its
acquisition of AAT Communications Corp.  The acquisition of AAT
was completed for consideration consisting of $634 million in cash
and 17,059,336 shares of SBA's common stock.

               $1.1 Billion Bridge Loan Agreement

Simultaneous with the closing of the AAT acquisition, SBA Senior
Finance, Inc. entered into a Credit Agreement for a $1.1 billion
term loan with Deutsche Bank AG, as administrative agent and
Deutsche Bank Securities Inc. and JP Morgan Securities Inc., as
joint lead arrangers and joint bookrunners.  The bridge loan was
entered into to fund the cash consideration paid in the AAT
acquisition and the purchase price for the Notes purchased
pursuant to the Offers and Consent Solicitations.

                      Senior Notes Offering

In addition, SBA completed its cash tender offers and consent
solicitations for any and all of its 9-3/4% Senior Discount Notes
due 2011, which were co-issued by its wholly-owned subsidiary, SBA
Telecommunications, Inc. and its 8-1/2% Senior Notes due 2012.  
The tender offers and consent solicitations expired today at
10:00 a.m., New York City time.

As of the Expiration Date, 100% of the aggregate outstanding
amount of 9-3/4% Notes ($261,316,000 aggregate principal amount at
maturity) and 100% of the aggregate outstanding amount of 8-1/2%
Notes ($162,500,000 aggregate principal amount) had been tendered
Notes in the Offers and Consent Solicitations.  SBA has accepted
for payment all Notes validly tendered and not withdrawn on or
prior to the Expiration Date.  SBA expects to pay, on April 28,
2006, $438.2 million in respect of the Notes accepted for payment,
including accrued and interest on the 8-1/2% Notes and the
accretion amount applicable to the 9 3/4% Notes.

                    About SBA Communications

Based in Boca Raton, Florida, SBA Communications Corporation --
http://www.sbasite.com/-- is an independent owner and operator of   
wireless communications infrastructure in the United States.  SBA
generates revenue from two primary businesses -- site leasing and
site development services.  The primary focus of the Company is
the leasing of antenna space on its multi-tenant towers to a
variety of wireless service providers under long-term lease
contracts.  Since it was founded in 1989, SBA has participated in
the development of over 25,000 antenna sites in the United States.

At Dec. 31, 2005, SBA Communications Corporation's balance sheet
showed a $81,431,000 positive stockholders' equity compared to a
$88,671,000 deficit at Dec. 31, 2004.


SHAUNA GILIBERTI: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shauna Leigh Giliberti
        2450 Solar Drive
        Los Angeles, California 90046

Bankruptcy Case No.: 06-11652

Type of Business: The Debtor previously filed for chapter 11
                  protection on March 29, 2006 (Bankr. C.D.
                  California, Case No. 02-11112).

Chapter 11 Petition Date: April 27, 2006

Court: Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: David B. Shemano, Esq.
                  Peitzman, Weg & Kempinsky LLP
                  10100 Santa Monica Boulevard, Suite 1440
                  Los Angeles, California 90067
                  Tel: (310) 552-3100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dennis Gleason                   Trade Debt, Loan      $478,463
5120 Baza Drive
Woodland Hills, CA91364

Ron Vidor                        Trade Debt, Loan      $348,834
4141 Elmer Avenue
Studio City, CA 91602

Leo Ditterding                   Loan                  $266,000
7655 Silver Dollar Lane
Anaheim, CA 92808

Bank of America                  Loan                   $24,000

Fire Protection Group            Trade Debt             $16,500

Michael Kromnick                 Trade Debt             $15,000

ADT Security Services            Trade Debt              $8,000

Express Electric                 Trade Debt              $3,500

Department of Water and Power    Trade Debt              $2,500

Roberts Plumbing                 Trade Debt              $2,500

Dr. Sands-Photomat               Trade Debt              $1,352

CSMC Emergency Department        Trade Debt                $909

Ellis Wong DDS                   Trade Debt                $625

Green Tree & Associates          Trade Debt                $546

Southern California Gas          Trade Debt                $471

Circuit City                     Trade Debt                $146

John King MD                     Trade Debt             Unknown

Rolland Soanes                   Trade Debt, Loan       Unknown


SIVAULT SYSTEMS: Miller Ellin Raises Going Concern Doubt
--------------------------------------------------------
Miller, Ellin & Company, LLP, in New York, raised substantial
doubt about SiVault Systems, Inc., fka Security Biometrics, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
June 30, 2004,  and 2005.  The auditor pointed to the company's
significant operating losses since inception and working capital
deficiency.

The company reported a $23,900,354 net loss on $1,602,013 of total
revenues for the year ended June 30, 2005.

At June 30, 2005, the company's balance sheet showed $8,142,610 in
total assets and $9,796,346 in total liabilities, resulting in a
$1,653,736 stockholders' equity deficit.

The company's June 30 balance sheet also showed strained liquidity
with $705,095 in total current assets available to pay $9,780,431
in total current liabilities coming due within the next 12 months.

A full-text copy of the company's financial statements for the
year ended June 30, 2005, is available at no extra charge at
http://ResearchArchives.com/t/s?85a

SiVault Systems, Inc., fka Security Biometrics, Inc. --
http://www.sivault.com/-- provides products and services for the  
secure authentication, processing, storage and retrieval of
signature-based medical, financial and retail electronic
transactions and documents.


STARWOOD HOTELS: Earns $77 Million During 2006 First Quarter
------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., reported income from
continuing operations of $77 million in the first quarter of 2006
compared to $79 million in 2005.

Four major items impacted income from continuing operations for
the first quarter of 2006 as compared to 2005:

    1) operating income, before depreciation, was impacted as a
       result of the sale of 16 hotels since the first quarter of
       2005.  These hotels had $5 million of revenues and
       $5 million of expenses in 2006 as compared to $56 million
       of revenues and $44 million of expenses in the same quarter
       of 2005.

    2) as a result of last year's hurricanes, operating income at
       the Company's owned hotels in New Orleans and Cancun,
       Mexico was down $4 million, net of business interruption
       insurance.

    3) the Company implemented SFAS 123(R), "Share Based Payment"
       on Jan. 1, 2006, which resulted in approximately
       $12 million of non-cash stock option expense.

    4) the Company recorded an $8 million impairment loss on an
       unconsolidated joint venture hotel that is being marketed
       for sale.

Net income, after a one-time expense of $72 million related to the
implementation of SFAS No. 152, "Accounting for Real Estate Time-
Sharing Transactions" which was recorded as a cumulative effect of
a change in accounting, was $5 million, compared to $79 million in
the first quarter of 2005.

Cash flow from operations was $145 million compared to cash flow
from operations of $59 million in 2005.

Steven J. Heyer, CEO, said "It was an outstanding quarter.  We
beat our growth expectations in all business segments, delivering
North America Owned REVPAR growth of 12.8% and margin growth of
300 basis points.  Worldwide System-wide REVPAR grew 10.3% and our
management and franchise revenues grew over 34%, continued
evidence that the lodging business remains robust.  We remain
focused on our strategic initiatives - service excellence; brand
development; pipeline development; vacation ownership growth; real
estate development and repositioning.  We launched new advertising
programs for Westin and Sheraton, and we began to retrain our
associates around the world to deliver branded signature services
to our guests.  We also completed the most significant component
of the Le Meridien integration. Since the beginning of the year,
we returned more than $3.5 billion in value to our shareholders.
We closed on the bulk of the assets sales to Host, returning $2.8
billion directly to shareholders in Host stock and cash, we
repurchased $447 million or 7 million shares of our stock and we
paid $276 million in dividends."

                            Asset Sales

On April 10, 2006, the Company completed the sale of 28 hotels to
Host for total consideration of approximately $3.54 billion.  The
Company expects to complete the sale of the seven remaining hotels
in the portfolio later this quarter and expects to receive
proceeds of $661 million in cash and $31 million in the form of
property level debt that Host will assume when those sales are
closed.

In addition to the portfolio of hotels sold to Host, during the
first quarter of 2006, the Company sold five wholly-owned hotels
for cash proceeds of approximately $269 million and recorded a net
pre-tax gain of approximately $30 million associated with these
sales.  It is anticipated that two additional hotels will be sold
in the second quarter of 2006 for approximate cash proceeds of
$105 million.

                              Capital

Gross capital spending during the quarter included approximately
$70 million in renovations of hotel assets including construction
capital at the Sheraton Hotel & Towers in New York, New York and
the Sheraton Centre Toronto Hotel in Toronto, Canada.

Investment spending on gross VOI inventory was $39 million, which
was offset by cost of sales of $34 million associated with VOI
sales during the quarter.  The inventory spend included VOI
construction at the Westin Ka'anapali Ocean Resort Villas North in
Maui, Hawaii, the Sheraton Vistana Villages in Orlando, Florida,
the Westin Princeville Resort in Kauai, Hawaii and the Westin
Kierland Villas in Scottsdale, Arizona.

                         Share Repurchase

During the first quarter of 2006, the Company repurchased
approximately 7 million shares at a total cost of approximately
$447 million. At March 31, 2006, approximately $596 million
remained available under the Company's Board authorized share
repurchase program.  Starwood had approximately 218 million shares
outstanding (including partnership units and exchangeable
preferred shares) at March 31, 2006.

                             Dividend

The 2005 annual dividend of $0.84 per share, declared on Dec. 20,
2005, was paid on January 20, 2006. Also during the first quarter
of 2006, Starwood Hotels & Resorts declared a dividend of $0.21
per share, which was paid on March 10, 2006.  In addition, the
Trust declared a second quarter dividend of $0.21 per share, which
was paid on April 7, 2006.  It is currently expected that, subject
to the approval of the Board of Directors, the remaining 2006
dividend of $0.42 per share will be declared by the Corporation in
December 2006 to be paid in January 2007, as set forth in the
recently announced dividend policy that was adopted by the Board
of Directors.

                            Balance Sheet

At March 31, 2006, the Company had total debt of $4.226 billion
and cash and cash equivalents, including $295 million of
restricted cash, of $1.055 billion, or net debt of $3.171 billion,
compared to net debt of $2.941 billion at the end of 2005.

Following the first phase of the Host transaction, net debt
decreased by approximately $677 million, representing the gross
cash proceeds received by Starwood in the transaction and debt
assumed by Host, to approximately $2.5 billion and is expected to
further decrease upon the closing of the sale of the remaining
assets to Host later this quarter with $661 million of expected
cash consideration and $31 million of debt to be assumed.

At March 31, 2006, debt was approximately 56% fixed rate and 44%
floating rate and its weighted average maturity was 4.9 years with
a weighted average interest rate of 6.09%.

The Company had cash, including total restricted cash, and
availability under domestic and international revolving credit
facilities of approximately $1.619 billion.

                     About Starwood Hotels

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the  
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                         *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Moody's Investors Service confirmed Starwood Hotels & Resorts
Worldwide Inc.'s Ba1 Corporate Family Rating, affirmed its SGL-2
rating and revised the rating outlook to Positive.  Moody's also
confirmed the ratings of Sheraton Holdings Corp. at Ba1.

As reported in the Troubled Company Reporter on Mar. 29, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
Starwood Hotels & Resorts Worldwide Inc. subsidiary ITT Corp.'s:

   * $450 million senior unsecured notes, and
   * $150 million senior unsecured notes.

All other existing ratings for Starwood were affirmed, including
the 'BB+' corporate credit rating.  S&P said the rating outlook is
positive.


STRUCTURED ASSET: Moody's Rates Cert. Classes B4 & B5 at Low-B
--------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
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


TODD MCFARLANE: Battles to Retain Exclusive Right to File Plan
--------------------------------------------------------------
Todd McFarlane Productions, Inc., asks the U.S. Bankruptcy
Court for the District of Arizona to extend the period within
which it has the exclusive right to file a chapter 11 plan to
June 15, 2006.  

The Honorable Charles G. Case II once terminated the exclusive
periods when he denied the Debtor's request for extension in
November 2005.  The Court reinstated the exclusive periods in
January 31, 2006, after the Debtor's largest unsecured creditors,
sought to compel the Debtor to file a chapter 11 plan and
disclosure statement.  Mr. Twist wanted a plan filed as soon as
possible because he said he was wary of the outcome of his
insurance coverage litigation pending in the U.S. District
Court for the District of Missouri.  The Debtor was given until
April 15, 2006, to file the plan.  

                      The Twist Litigation

In July 2004, Mr. Twist, a former professional hockey player,
obtained a $15 million judgment on a right-of-publicity claim
against Todd McFarlane.  Mr. Twist complained that the Debtor had
unlawfully used his identity as "Mr. Twist" when it used the name
on a Spawn comic book series and in a Home Box Office animated
series.

Mr. Twist sought to enforce the judgment by demanding immediate
turnover of the Debtor's property.  In December 2004, the Debtor's
checking account at Bank of America and Wells Fargo Bank were
debited to a suspense account pending further order from the
Superior Court of Arizona.  The event led to the Debtor's
bankruptcy filing on Dec. 17, 2004.

After the Debtor filed for bankruptcy protection staying his
lawsuit, Mr. Twist sued the Debtor's insurance companies for
coverage.  

              Litigation Judgment Necessary in Plan

The Debtor argued that the Missouri litigation needs to be
finalized before it could complete any meaningful recovery
analysis necessary to formulate a plan.  The Missouri litigation
is still pending.  

During the April 25, 2006, hearing on the matter, Judge Case
adjourned the matter to June 21, 2006, and extended the exclusive
filing period until the conclusion of that hearing.   

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,  
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).  
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $50 million in
debts.


TRANSMONTAIGNE INC: Morgan Stanley Offer Cues S&P to Sustain Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on petroleum storage and distribution company
TransMontaigne Inc. on CreditWatch with developing implications,
following the announcement that Morgan Stanley Capital Group
Inc. has made a competing offer to acquire TransMontaigne for
$10.50 per share.  The rating was placed on CreditWatch with
developing implications on March 28, 2006, following Morgan
Stanley's initial acquisition offer.
     
The rating action follows the announcement that Morgan Stanley
Capital Group has made a competing offer of $10.50 per share, to
counter the $9.75 per share offer from SemGroup L.P. that
TransMontaigne had accepted on March 27.  Morgan Stanley Capital
had originally made an offer of $8.50 per share on March 21.  The
CreditWatch with developing implications listing reflects the
potential for positive or negative rating actions, depending on
the developments with the associated offers.  Standard & Poor's
will resolve the CreditWatch listing on the close of the merger.


TRC HOLDINGS: Section 341(a) Meeting Slated for May 23
------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
TRC Holdings, Inc.'s creditors at 10:00 a.m., on May 23, 2006, at
Room 428, U.S. Courthouse, 517 East Wisconsin Avenue in Milwaukee,
Wisconsin.  This is the first meeting of creditors required under
Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy
cases.

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

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.


TRIMAS CORP: Incurs $52.7 Million Net Loss in 2005 Fourth Quarter
-----------------------------------------------------------------
TriMas Corporation reported sales of $227.4 million, operating
profit of $8.8 million and a loss from continuing operations of
$9.4 million, for the three months ended Dec. 31, 2005, compared
to the prior year fourth quarter sales of $214 million, operating
profit of $4.7 million and a loss from continuing operations of
$6.8 million.

In connection with the Company's decision to sell its industrial
fastener business, the results of the operations are excluded from
continuing operations and reported as discontinued operations in
the Company's financial information for the three months and year
ended Dec. 31, 2005 and 2004.

The Company's loss from discontinued operations, net of related
tax effects for the fourth quarter 2005 was $42.9 million.  

For the three months ended Dec. 31, 2005, the Company's net loss
including the cumulative effect of change in accounting principle
was $52.7 million compared to a net loss of $15.5 million in the
same period a year ago.

                   Full Year 2005 Highlights

A. Results of Continuing Operations

    *  Net sales improved 7.5% in 2005 to $1,010.1 million from
       $939.7 million in 2004.

    *  Operating profit decreased 5.2% or $4.6 million in 2005 to
       $84.1 million from $88.7 million in 2004.  

    *  The Company reported income from continuing operations of
       $0.9 million in 2005, compared to income from continuing
       operations of $14 million in 2004.  

B. Results of Discontinued Operations

Sales from discontinued operations in 2005 were $98.9 million, a
decrease of $6.6 million from $105.5 million in the same period a
year ago, due to overall lower market demand and as a result of
major industrial customers adjusting inventory levels.  

                    Fourth Quarter Highlights

A. Results of Continuing Operations

    *  The Company's 2005 fourth quarter net sales increased 6.3%
       to $227.4 million from $214 million for the quarter ended    
       Dec. 31, 2004.  

    *  Operating profit improved $4.1 million to $8.8 million in
       the quarter ended Dec. 31, 2005, compared to an operating
       profit of $4.7 million in the same period a year ago.  

    *  The Company reported a loss from continuing operations of       
       $9.4 million compared to a loss from continuing operations
       of $6.8 million in the fourth quarter 2004.  

    *  The Company spent approximately $0.6 million and $1.1
       million during fourth quarter 2005 and 2004, respectively,
       in consolidation, restructuring, and integration efforts,
       principally in its Cequent Transportation Accessories
       segment.

B. Results of Discontinued Operations

Sales from discontinued operations declined $5.8 million or
approximately 19.8%, from $29 million in fourth quarter 2004 to
$23.2 million in fourth quarter 2005, as sales in the year ago
period benefited from working down a significant sales backlog
which resulted from the restructuring and consolidation activities
that occurred through the first nine months of 2004.  

                        Financial Position

TriMas ended year 2005 with total assets of $1,428.5 million, debt
of $727.7 million and $37.3 million outstanding under its
receivables securitization facility.  Net cash provided by
operating activities for the years ended Dec. 31, 2005 and 2004
was $29.9 million and $42.6 million, respectively.  In 2005, net
cash provided by operating activities was reduced $9.6 million due
to decreased use of our receivables securitization facility, which
is included in cash flows from operating activities.  In 2004, net
cash provided by operating activities benefited as a result of
increased activity on our receivables securitization facility of
approximately $48.0 million.

                          About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation
-- http://www.trimascorp.com/-- is a diversified growth company  
of high-end, specialty niche businesses manufacturing a variety of
products for commercial, industrial and consumer markets
worldwide.  TriMas is organized into four strategic business
groups: Cequent Transportation Accessories, Rieke Packaging
Systems, Fastening Systems, and Industrial Specialties.  TriMas
has nearly 5,000 employees at 80 different facilities in 10
countries.  

                         *     *     *

On Feb. 22, 2006, Moody's Investors Service placed TriMas' bank
debt and corporate family ratings at B2 and junked the company's
subordinate debt rating.

On Aug. 11, 2005, Standard & Poor's placed the company's long term
local and foreign issuer credit ratings at B with negative
outlook.


UNITED TRANSPORTATION: A.M. Best Cuts Financial Strength to Fair
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Very Good) of United Transportation Union
Insurance Association (Cleveland, OH).  The rating outlook is
negative.

This rating action reflects UTUIA's less than adequate risk-
adjusted capitalization, continued statutory net operating losses
and the challenges to return to profitability after refunds to
fraternal members.  The Association has recorded significant
statutory operating losses over the last three years, attributable
to lower net investment income, increasing fraternal/general
expenses, increased death benefits and various non-recurring
charges.  As a result, UTUIA's surplus level has declined in each
of the past three years, resulting in below minimum risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio.  In
addition, the Association's annuity reserves have increased over
the last five years, which has heightened its exposure to interest
rate risk.

Partially offsetting these factors are UTUIA's strategic plans to
streamline operations, increase sales and grow its fraternal
membership base.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


USI HOLDINGS: S&P Rates $285 Mil. Sr. Sec. Credit Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' bank loan
rating on USI Holdings Corp.'s (NASDAQ:USIH) senior secured credit
facility totaling $285 million and affirmed the 'BB-' counterparty
credit rating on the company.  The outlook remains negative.
     
USI's $285 million senior secured credit facilities consist of a
$210 million term loan and a $75 million revolving credit facility
(revolver), both of which mature in August 2011.  The $285 million
facility replaces the prior $245 million facility comprised of a
$215 million term loan and a $30 million revolver.  At the time of
the refinancing, the term loan -- originally due in August 2008 --
had amortized down to about $210 million.
      
"The amended credit facility affords the company greater financial
flexibility given the $45 million increase in the company's
revolver -- which remained untapped as of the refinancing -- in
addition to greater flexibility in the restrictive covenants,"
explained Standard & Poor's credit analyst Donovan Fraser.

Pro forma, total capitalization levels remain unchanged.
     
As of year-end 2005, USI's restrictive debt covenants require the
company to maintain leverage of less than 2.5x as measured by
total debt to pro forma EBITDA (adjusted for one-time charges) and
coverage of more than 2.0x as measured by pro forma EBITDA to
fixed charges (interest expense plus scheduled principal
payments).  As of Dec. 31, 2005, the company had a marginal
cushion based on reported EBITDA leverage and coverage measures of
about 2.3x and 2.6x, respectively.  While USI is currently in
compliance with its debt covenants, the company has renegotiated
and amended its debt covenants several times since 1999 to remain
in compliance.

The outlook remains negative.  Recent settlements provide greater
clarity about the near-term feasibility of contingent commission
payments and the prospective fines that could be assessed.  The
negative outlook reflects that USI has historically operated at
the boundaries of its restrictive debt covenants, though the
company now has a greater cushion under the new credit facilities.
USI remains under subpoena from various regulatory entities.  In
the event that contingent commissions are eliminated from the
company's prospective revenue stream, Standard & Poor's would
immediately review its ratings on the company for a possible
downgrade.

Alternatively, the resolution of material litigation surrounding
the potential loss of contingent commissions coupled with an
improved financial profile, as measured by adjusted fixed charge
coverage in excess of 3.5x, would likely result in a revision of
the outlook to stable.


WCI STEEL: Emerges From Chap. 11 Protection as Reorganized Company
------------------------------------------------------------------
WCI Steel, Inc., emerged from Chapter 11 bankruptcy as a
reorganized company now that the United Steelworkers union has
ratified a labor contract with WCI's new owners.

The ratification of the contract was the final step necessary for
WCI to emerge from bankruptcy reorganization.  

Patrick G. Tatom, WCI's president and chief executive officer,
said the affirmative ratification vote, along with the support of
the company's new ownership group led by the Harbinger Capital
Partners Master Fund I, Ltd., will help build the reorganized WCI
Steel as a strong, independent custom flat-rolled producer.

"WCI will emerge with a new $150 million line of credit, an
additional $50 million investment by our new ownership group and a
competitive labor agreement that will significantly improve the
efficiency and cost structure of our company," Mr. Tatom said.

He noted that the WCI Steel, Inc. name will be kept, saying that
the company has cultivated a strong reputation in the industry for
providing high- quality steel and superior customer service.

"WCI's core value of running a customer-oriented company will
remain our primary driver in decision making, especially as we
implement new work systems in the plant," Tatom said. "Our
dedication to customer satisfaction will be key in determining our
future success."

WCI would not have been able to reorganize without the loyalty of
customers who supported WCI over the last 30 months, Tatom said,
adding that the backing of vendors, employees and the community
was crucial to WCI's successful restructuring.

                      Plan Confirmation

As reported in the Troubled Company Reporter on Mar. 31, 2006, the
Hon. Judge Marilyn Shea-Stonum of the U.S. Bankruptcy Court for
the Northern District of Ohio, confirmed the Chapter 11
Reorganization Plan filed by WCI's secured noteholders.

                 The Noteholders' Second Plan

The Secured Noteholders:

   1) are prepared to own Reorganized WCI subject to the terms
      and conditions of the existing labor contract;

   2) believe that they will be able to negotiate an acceptable
      agreement with the United Steel Workers and

   3) are committed to invest $50,000,000 in new cash on that
      basis.

Under this Plan, WCI will reorganize on a stand-alone basis.  The
Debtors will continue to own and operate their businesses, without
any sale of assets, any change in its pension or labor agreements,
or any other business change.  The Secured Noteholders and
unsecured creditors will own all of the stock of the Reorganized
WCI, the amount of debt on the company's balance sheet will be
reduced, and the management of Reorganized WCI will change through
the appointment of new officers and directors.

The Noteholders financial advisor, CIBC World Markets valued
Reorganized WCI at $325,000,000.

All creditors, other than the Secured Noteholders and general
unsecured creditors, will be paid either in full and in cash, or
in accordance with the terms of their agreements.  Secured
Noteholders and general unsecured creditors will receive new
notes, new common stock, cash and the right to purchase new
preferred stock.

The Plan also provides the assumption of the existing USW
collective bargaining agreement without change to its terms.  This
differs from the plan of reorganization previously proposed by the
Secured Noteholders, which provided for WCI to be sold to a
separate entity without any collective bargaining agreement in
place.

Under the Noteholders' Plan, these claims are impaired:

     * Noteholders and
     * other allowed claims.

The Noteholders will receive:

   a) $17 million in cash;
   b) $100 million of New Notes; and
   c) 1,730,129 of New Common Stock with a total value of
      $28,080,000.

Unsecured creditors will receive and share pro rata 2,269,871
shares of New Common Stock plus any additional New Notes
reallocated from the Noteholders.  Unsecured creditors are
expected to recover 22% of their claims.

Wachovia's loan claims, other secured claims and small claims are
unimpaired.

Equity interest holders won't receive any distribution.

                         About WCI Steel

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steel at its Warren, Ohio facility.  WCI products are
used by steel service centers, convertors and the automotive and
construction markets.  WCI Steel filed for chapter 11 protection
on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662).  Christine
M. Pierpont, Esq., and G. Christopher Meyer, Esq., at Squire,
Sanders & Dempsey, L.L.P., represent the Debtor.  Amy M. Tonti,
Esq., at Reed Smith LLP, represents the Official Committee of
Unsecured Creditors.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WESTCHESTER COUNTY HEALTH: S&P Ups Rating on $113 Mil. Bonds to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating three notches
on Westchester County Health Care Corp., New York's $113 million
senior-lien bonds, to 'BB' from 'B'.  

The improved rating reflects:

   * the corporation's progress toward reducing its sizable
     operating losses;

   * demonstrated support from Westchester County; and

   * improved prospects of additional state funding.

The rating outlook is positive.

The rating remains speculative grade due to:

   * the continued operating losses (excluding government
     support);

   * very low liquidity; and

   * the lack of a clear permanent solution to the corporation's
     operating gap.

Despite these weaknesses, the corporation's prospects have
improved tremendously in the past two years, when brinksmanship
prevailed at a time when operating losses were staggering.

In addition, Standard & Poor's affirmed its `AAA' rating on the
corporation's $135 million of subordinate-lien debt, which is
guaranteed by Westchester County (AAA).

"We believe the rating on Westchester County Health Care Corp.'s
bonds could be raised further over the next year or two if its
operations further improve, there is additional government
support, or there is an appropriate combination of those two
factors," said Standard & Poor's credit analyst Liz Sweeney.  "A
return to a stable outlook or a lower rating would be warranted if
the operating gap starts to grow measurably again or if
Westchester County and New York State fail to provide adequate
support to guarantee long-term viability of the corporation."

Specific signs of improvement in the past year include:

   * the corporation's reduction of its underlying operating loss
     by two-thirds to a budgeted $34 million in fiscal 2006
     (excluding investment income and county support) from about
     $100 million in fiscal 2003;

   * support from Westchester County expected to grow to
     $40.5 million in 2006 from $16.5 million in 2005; and

   * both houses of the state legislature supporting a package
     that would improve Medicaid annual reimbursement to the
     corporation by $25 million for each of the next three years.

The rating action affects $113 million of senior-lien bonds backed
by a revenue pledge of Westchester Medical Center, the
corporation's primary asset.  The rating action does not affect
the $135 million subordinate-lien debt.


WINN-DIXIE: Two Creditors Want Debtors' Insurance Papers Examined
-----------------------------------------------------------------
Rita Ferguson and Lydia Greenall, as general unsecured creditors
in Winn-Dixie Stores, Inc., and its debtor-affiliates' chapter 11
cases, ask the U.S. Bankruptcy Court for the Middle District of
Florida to direct the Debtors to:

    -- submit to examination pursuant to Rule 2004 of the Federal
       Rules of Bankruptcy Procedure, and

    -- produce certain documents for inspection and copying.

Specifically, the Claimants want to examine:

    (a) the Debtors' self-insurance deductions and reserves;

    (b) WIN General Insurance, Inc., a wholly owned subsidiary of
        Winn-Dixie Stores, Inc.; and

    (c) communications between Debtors and other persons relating
        to the Debtors' self-insurance deductions and reserves and
        WIN General Insurance.

Ms. Ferguson holds an allowed claim -- Claim No. 5158.  Ms.
Greenall holds a disputed or disallowed claim -- Claim No. 5157.

The Claimants expect that the Debtors will eventually propose a
plan of reorganization, which seeks to pay unsecured claims,
including their Claims, at some fraction of their total amount.

Ms. Greenall also expects that the Debtors will deny her claim
entirely.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Glasrud Can Defend Lawsuit After Court Lifts Stay
-------------------------------------------------------------
Winn-Dixie Stores, Inc., as tenant, and Ted Glasrud Associates of
Deland, FL, Inc., as landlord, are parties to a long-term Lease
Agreement dated Oct. 25, 1971, for real property in Jensen
Beach, Florida.

The Debtor has filed a lawsuit against, among others, Mr. Glasrud
for specific performance, declaratory judgment, and injunctive
relief to stop another retailer in the same shopping center from
selling similar items pursuant to a claimed grocery exclusive
covenant.  The lawsuit is currently pending in the Circuit Court
of Martin County, Florida.

Mr. Glasrud asked the U.S. Bankruptcy Court for the Middle
District of Florida to lift the automatic stay to:

    -- defend the pending litigation, and

    -- raise any affirmative defenses, set-offs, counterclaims or
       claims for attorneys' fees and costs, as necessary against
       the Debtor, pursuant to the terms of the Lease that forms
       the basis of the Debtor's lawsuit.

Judge Funk granted Mr. Glasrud's request.

Ted Glasrud also obtained "the ability to conduct discovery
through and against the Debtor, hearings on contested motions, and
a trial on the merits in the State Court."

Craig I. Kelley, Esq., at Kelley & Fulton, P.A., in West Palm
Beach, Florida, states that the issues involved in the litigation
are intricate and rely on Florida state law, as well as
interpretation of restrictive covenants within the Lease
Agreement.  In light of the state law issues, the remedies
involved and the related co-defendant, it would be a more
economical use of judicial resources for the State Circuit Court
to make the necessary interpretations of the Lease language, as
well as determination of liability and ascertain damages.

According to Mr. Kelley, it would create an undue hardship on Mr.
Glasrud and various witnesses to have the Debtor's claims
liquidated in both the State Court and the Bankruptcy Court.

Mr. Glasrud agrees that there will be no collection activity
against the Debtor or its estate pursuant to his Lift Stay
Motion.  Once a determination of the relative rights of the
parties in the State Court litigation is made and damages are
established against the Debtor, Mr. Glasrud's estimated proof of
claim will be filed and damages will initially be sought from
collateral sources or third parties.  Mr. Glasrud assures the
Court he will respect the provisions of the Bankruptcy Code
regarding the payment of any claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WOLVERINE TUBE: Weak Liquidity Prompts Moody's to Junk Ratings
--------------------------------------------------------------
Moody's downgraded the ratings of Wolverine Tube, Inc.'s senior
unsecured notes to Caa2 from Caa1 and its corporate family rating
to Caa1 from B3.  The outlook remains negative.

Key factors impacting the downgrade include:

   1) the weakening of Wolverine's liquidity profile due to a
      precipitous advance in copper prices;

   2) its limited capacity to pass along raw material cost
      inflation;

   3) significant customer concentration risks, with its ten
      largest customers accounting for over 46% of FY2005
      revenues;

   4) substantial financial leverage and modest interest
      coverage; and

   5) expectations for negative free cash flow in 2006.

The ratings positively reflect Wolverine's leading market position
in several of its product lines, the diversity of its copper tube
offerings, and the new 13-SEER federal mandate that augurs well
for long-term demand.

Moody's previous rating action on Wolverine was the September 27,
2005 downgrade of Wolverine's long term debt ratings to Caa1 from
B3 and the affirmation of its corporate family rating at B3.

Wolverine Tube, Inc., is a leading North American manufacturer and
distributor of copper and copper alloy products headquartered in
Huntsville, Alabama.  The company had revenues of $958.3 million
for the trailing twelve months ending March 31, 2006.


WOOL GROWERS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wool Growers Central Storage Company
        aka Sanderson Wool Commission
        P.O. Box 1828
        Ozona, Texas 76943
        Tel: (432) 345-2544
        Fax: (432) 345-6743

Bankruptcy Case No.: 06-60055

Type of Business: The Debtor sells silk and wool products.

Chapter 11 Petition Date: April 28, 2006

Court: Northern District of Texas (San Angelo)

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  Harding, Bass, Fargason, Booth & St. Clair, LLP
                  P.O. Box 5950
                  1901 University, Suite 500
                  Lubbock, Texas 79408-5950
                  Tel: (806) 744-1100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gore Bros. Inc.                  Trade Debt             $37,872
1300 East Mill Street
P.O. Box 1000
Comanche, TX 76442

Cheyenne Tire                    Trade Debt             $29,775
2720 Faudree Road
P.O. Box 13975
Odessa, TX 76936

Moore Ranch                      Trade Debt             $25,030
Route 1
El Dorado, TX 76936

American Tire Distributors       Trade Debt             $17,825

West 67 Feed                     Trade Debt             $17,448

New Mexico Salt Mineral Corp.    Trade Debt             $15,620

Acco Feeds, Inc.                 Trade Debt             $15,298

Ford Motor Credit                Vehicle Lease          $15,000

Nelson Wholesale                 Trade Debt             $12,772

Ozona National Bank              Property Interest      $11,701

Stockton Feed $ Milling, Inc.    Trade Debt              $9,710

Jacoby Feed and Seed             Trade Debt              $9,583

Wool Sacks, Inc.                 Trade Debt              $8,138

Palmer Feed and Supply, Inc.     Trade Debt              $6,892


XM SATELLITE: Customer Growth Drives Revenue Increase in 1st Qtr.
-----------------------------------------------------------------
XM Satellite Radio Holdings Inc. reported revenue of $208 million,
an increase of over 100% from the $103 million reported in first
quarter 2005.  The quarterly increase in revenue was driven by
significant subscriber growth year over year, and increases in
average revenue per subscriber in connection with our price
increase implemented in the second quarter of 2005.  For the first
quarter of 2006, XM's subscriber acquisition cost, a component of
cost per gross addition was $62 compared to $89 in the fourth
quarter of 2005 and $52 in the first quarter of 2005.  CPGA was
$94 compared to $141 in the fourth quarter of 2005 and $90 in the
first quarter of 2005.

XM reported an EBITDA loss of $83.5 million for the first quarter
of 2006, including $18.4 million in de-leveraging charges,
$12.1 million in stock based compensation expenses, equity in net
loss of affiliates of $8.9 million and other income of $4.6
million compared to an EBITDA loss of $71.3 million for the first
quarter of 2005 which included a loss of $300,000 in stock based
compensation expenses, no de-leveraging charges or equity in net
loss of affiliates and included $2.0 million in other income.  
XM's net loss for the first quarter of 2006 was $149.2 million
compared to a net loss of $119.9 million in the first quarter of
2005.

For the first quarter 2006, XM recorded net subscriber additions
of 568,902.  XM finished the first quarter 2006 with a total of
6,501,859 subscribers, representing a 72% increase over the
3,770,264 subscribers at the end of the first quarter 2005.

"XM delivered solid results on key financial metrics during the
first quarter," said XM President and CEO Hugh Panero.  "XM added
more than 568,000 new subscribers at efficient subscriber
acquisition cost levels.  XM is positioned for continued strong
growth in 2006 with our outstanding content and the introduction
of five new radio models, including our revolutionary XM/MP3
players.  With our first quarter subscriber growth, we remain on
track to reach nine million subscribers and positive cash flow
from operations by year end."

The company recently priced an $800 million refinancing intended
to replace higher interest rate debt with new lower interest rate
debt, and is establishing a revolving credit facility with a group
of blue-chip investment and commercial banks.  These transactions
are expected to lower XM's ongoing interest rates, extend the
maturity dates of the company's debt portfolio, and provide lower
cost standby liquidity through the bank revolver.

                      Refinancing Transactions

On April 21, XM priced $800 million of Senior Unsecured Notes.
These transactions are scheduled to close on May 1, subject to
customary closing conditions.  The purpose of this refinancing is
to leverage XM's improving credit profile to transition to a
largely unsecured capital structure while reducing interest rates,
lowering the overall cost of capital, extending maturities and
increasing financial flexibility.

The offering consisted of $600 million of Senior Unsecured Notes
due 2014 with a coupon rate of 9.75% and $200 million of Senior
Unsecured Floating Rate Notes due 2013 with a coupon of LIBOR plus
450 basis points.  The net proceeds will be fully utilized to
repurchase or redeem the company's 14% Senior Secured Notes due
2009, the 12% Senior Secured Notes due 2010 and the Senior Secured
Floating Rate Notes due 2009, and to eliminate $320 million in
obligations to General Motors for $237 million.  In addition to
replacing these 12 and 14% notes, floating rate notes, and the GM
obligations with sub-10% notes, we are establishing a $250 million
secured revolving credit facility maturing in 2009 that is
scheduled to close concurrent with or shortly after the Notes
Offering.  The new credit facility, combined with an increase in
XM's General Motors credit facility to $150 million, would provide
the company with access to $400 million of available liquidity.

XM's improved operational performance and new debt structure
qualified XM to receive a notch rating upgrade to B3 and B- from
Moody's and S&P, respectively, for our proposed secured revolving
credit facility.

                        About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned  
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
founding was prompted by the radio industry's first major
technological change since the popularization of FM radio in the
1970s: the creation of a third broadcast medium, transmitted by
satellite, now taking its place alongside AM and FM on the radio
dial.  One of only two companies with a license for this new
national audio service, XM has assembled a "dream team" of
creative radio professionals and a management team committed to
leading the world into the next generation of radio.  XM's 2006
lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At Dec. 31, 2005, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $362,713,000, compared to $43,582,000
positive equity at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.  Proceeds from the proposed notes issue are expected to be
used to refinance existing debt.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.


YOUNG BROADCASTING: Plans to Borrow $50MM More Under Sr. Facility
-----------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ: YBTVA) intends to access a
$50 million incremental term loan under its existing senior credit
facility.  The incremental term loan will be arranged and
syndicated by Wachovia Securities, Lehman Brothers and Merrill
Lynch & Co., and BNP Paribas will act as documentation agent.

YBI intends to seek the consent of the required lenders to certain
amendments to the senior credit facility, including the reduction
of the minimum cash requirement from $35 million to $10 million.

YBI intends that funds available under the incremental term loan
will be used to improve YBI's liquidity position.  While YBI
expects to execute definitive documentation relating to the
incremental term loan in the near future, closing of the
incremental term loan will be subject to customary conditions and
there can be no assurance that the closing of the incremental term
loan will occur.

With the addition of KRON-TV in San Francisco, Young Broadcasting
Inc. -- http://www.youngbroadcasting.com/-- owns and operates ten  
television stations in geographically diverse markets, and the
national television representation firm, Adam Young Inc., with a
total U.S. television household coverage of 6.02%.  The company is
the fifteenth largest television group based on coverage
(excluding network, religious, home shopping and foreign language
station groups).  Concerning its station acquisition and
management policies, the Company has achieved an industry
reputation for purchasing stations at below market multiples and
operating stations at profit levels superior to those achieved by
the prior station owners.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Standard & Poor's Ratings Services lowered its ratings on Young
Broadcasting Inc., including lowering its long-term corporate
credit to 'CCC+' from 'B-', because of heightened concerns about
the company's liquidity in the intermediate term.  The outlook is
negative.  The New York, New York-based television broadcaster had
approximately $787 million in debt outstanding at Sept. 30, 2005.


* BOND PRICING: For the week of Apr. 24 - Apr. 28, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    50
Adelphia Comm.                        7.750%  01/15/09    49
Adelphia Comm.                        7.875%  05/01/09    47
Adelphia Comm.                        8.125%  07/15/03    51
Adelphia Comm.                        8.375%  02/01/08    48
Adelphia Comm.                        9.250%  10/01/02    47
Adelphia Comm.                        9.375%  11/15/09    51
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    49
Adelphia Comm.                        9.875%  03/01/07    49
Adelphia Comm.                       10.250%  06/15/11    52
Adelphia Comm.                       10.250%  11/01/06    49
Adelphia Comm.                       10.500%  07/15/04    51
Adelphia Comm.                       10.875%  10/01/10    48
Advanced Access                      10.750%  06/15/11    75
Allegiance Tel.                      11.750%  02/15/08    43
Allegiance Tel.                      12.875%  05/15/08    41
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    67
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Antigenics                            5.250%  02/01/25    57
Anvil Knitwear                       10.875%  03/15/07    58
Armstrong World                       6.350%  08/15/03    75
Armstrong World                       6.500%  08/15/05    75
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         8.010%  01/02/10    67
Autocam Corp.                        10.875%  06/15/14    62
Aviation Sales                        8.125%  02/15/08    44
Avondale Mills                       10.250%  07/01/13    64
Banctec Inc                           7.500%  06/01/08    73
Bank New England                      8.750%  04/01/99     9
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    68
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                     10.000%  05/15/11    62
Charter Comm Hld                     11.125%  01/15/11    64
Charter Comm Inc                      5.875%  11/16/09    74
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    61
CIH                                  10.000%  05/15/14    60
CIH                                  11.125%  01/15/14    63
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    33
Comcast Corp.                         2.000%  10/15/29    41
Constar Int'l                        11.000%  12/01/12    75
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    25
CPNL-Dflt12/05                        7.625%  04/15/06    58
CPNL-Dflt12/05                        7.750%  04/15/09    57
CPNL-Dflt12/05                        7.750%  06/01/15    24
CPNL-Dflt12/05                        7.875%  04/01/08    57
CPNL-Dflt12/05                        8.500%  02/15/11    34
CPNL-Dflt12/05                        8.625%  08/15/10    37
CPNL-Dflt12/05                        8.750%  07/15/07    55
CPNL-Dflt12/05                       10.500%  05/15/06    56
Cray Inc.                             3.000%  12/01/24    72
Cray Research                         6.125%  02/01/11    33
Curagen Corp.                         4.000%  02/15/11    73
Curative Health                      10.750%  05/01/11    60
Dal-Dflt09/05                         9.000%  05/15/16    24
Delco Remy Intl                       9.375%  04/15/12    50
Delco Remy Intl                      11.000%  05/01/09    53
Delphi Auto System                    6.500%  05/01/09    70
Delphi Corp                           6.500%  08/15/13    68
Delphi Trust II                       6.197%  11/15/33    42
Delta Air Lines                       2.875%  02/18/24    24
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    25
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    25
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    26
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    60
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    68
Delta Air Lines                       9.250%  03/15/22    23
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    72
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    67
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    25
Delta Air Lines                      10.060%  01/02/16    71
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    24
Delta Air Lines                      10.500%  04/30/16    75
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    73
Dura Operating                        9.000%  05/01/09    57
Dura Operating                        9.000%  05/01/09    57
DVI Inc                               9.875%  02/01/04    13
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    75
Eagle-Picher Inc                      9.750%  09/01/13    60
Encysive Pharmacy                     2.500%  03/15/12    72
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Falcon Products                      11.375%  06/15/09     2
Federal-Mogul Co.                     7.375%  01/15/06    60
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.250%  03/03/05    53
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.370%  11/15/01    51
Federal-Mogul Co.                     8.800%  04/15/07    52
Finova Group                          7.500%  11/15/09    34
FMXIQ-DFLT09/05                      13.500%  08/15/05    71
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    67
Ford Motor Co                         7.125%  11/15/25    68
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    69
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    68
Ford Motor Cred                       5.650%  01/21/14    72
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    72
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    72
Ford Motor Cred                       6.000%  01/20/15    73
Ford Motor Cred                       6.000%  01/21/14    74
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/15    74
Ford Motor Cred                       6.050%  02/20/15    75
Ford Motor Cred                       6.050%  03/20/14    75
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.250%  01/20/15    74
Ford Motor Cred                       6.250%  03/20/15    73
Ford Motor Cred                       6.500%  03/20/15    75
Ford Motor Cred                       6.800%  06/20/14    75
Ford Motor Cred                       7.500%  08/20/32    68
Gateway Inc.                          2.000%  12/31/11    72
General Motors                        7.125%  07/15/13    75
General Motors                        7.400%  09/01/25    68
General Motors                        7.700%  04/15/16    72
General Motors                        8.100%  06/15/24    68
General Motors                        8.250%  07/15/23    72
General Motors                        8.375%  07/15/33    74
General Motors                        8.800%  03/01/21    73
General Motors                        9.400%  07/15/21    74
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  01/15/19    73
GMAC                                  5.900%  02/15/19    73
GMAC                                  5.900%  10/15/19    73
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    74
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  10/15/19    75
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  09/15/19    74
GMAC                                  6.150%  10/15/19    75
GMAC                                  6.250%  04/15/19    75
GMAC                                  6.250%  05/15/19    75
GMAC                                  6.250%  12/15/18    75
GMAC                                  6.350%  04/15/19    73
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.600%  06/15/19    74
GMAC                                  6.750%  08/15/16    73
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    71
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    29
Inland Fiber                          9.625%  11/15/07    61
Insight Health                        9.875%  11/01/11    50
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    30
Iridium LLC/CAP                      14.000%  07/15/05    30
Isolagen Inc.                         3.500%  11/01/24    55
Isolagen Inc.                         3.500%  11/01/24    56
JL French Auto                       11.500%  06/01/09     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    49
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kevco Inc                            10.375%  12/01/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    70
Kmart Funding                         9.440%  07/01/18    37
Lehman Bros Hldg                     10.000%  10/30/13    73
Lehman Bros Hldg                     11.000%  10/25/17    73
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    62
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    64
Metricom Inc                         13.000%  02/15/10     0
Missouri Pac RR                       5.000%  01/01/45    74
Movie Gallery                        11.000%  05/01/12    54
MSX Int'l Inc.                       11.375%  01/15/08    65
Muzak LLC                             9.875%  03/15/09    60
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    67
Northern Pacific RY                   3.000%  01/01/47    53
Northern Pacific RY                   3.000%  01/01/47    53
Northwest Airlines                    6.625%  05/15/23    42
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    42
Northwest Airlines                    7.875%  03/15/08    40
Northwest Airlines                    8.130%  02/01/14    68
Northwest Airlines                    8.700%  03/15/07    42
Northwest Airlines                    8.875%  06/01/06    43
Northwest Airlines                    8.970%  01/02/15    46
Northwest Airlines                    9.875%  03/15/07    43
Northwest Airlines                   10.000%  02/01/09    40
Northwest Stl&Wir                     9.500%  06/15/01     0
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    74
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     1
Overstock.com                         3.750%  12/01/11    75
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Pixelworks Inc.                       1.750%  05/15/24    71
Pliant-DFLT/06                       13.000%  06/01/10    48
Pliant-DFLT/06                       13.000%  06/01/10    48
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    59
Primus Telecom                        3.750%  09/15/10    41
Primus Telecom                        8.000%  01/15/14    65
Primus Telecom                       12.750%  10/15/09    70
Radnor Holdings                      11.000%  03/15/10    69
Read-Rite Corp.                       6.500%  09/01/04    14
Refco Finance                         9.000%  08/01/12    74
Reliance Group Holdings               9.000%  11/15/00    14
Reliance Group Holdings               9.750%  11/15/03     1
RJ Tower Corp.                       12.000%  06/01/13    73
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    71
Scotia Pac Co                         7.110%  01/20/14    75
Silicon Graphics                      6.500%  06/01/09    65
Silverleaf Res                        8.000%  04/01/10    35
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    69
Toys R Us                             7.375%  10/15/18    72
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    75
Triton Pcs Inc.                       9.375%  02/01/11    75
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    58
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    64
Werner Holdings                      10.000%  11/15/07    33
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winsloew Furniture                   12.750%  08/15/07    15
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4


                           *********

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 M.
Pinili, Jr., 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.


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