TCR_Public/060502.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 2, 2006, Vol. 10, No. 103

                             Headlines

ADELPHIA COMMS: Court Approves Disclosure Statement Supplement
AH-DH APARTMENTS: Files Schedules of Assets and Liabilities
AIRBASE SERVICES: Case Summary & 19 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Posts $4.6 Million Fiscal First Quarter Net Loss
ALLSERVE SYSTEMS: Chapter 7 Trustee Hires Bederson as Accountant

AMERICAN TECH: Closes Whitco Asset Acquisition Transaction
AMERICAN TOWER: Incurs $2.6M Net Loss in Quarter Ending March 31
APX HOLDINGS: Committee Wants Landau & Meadows as Counsel
ASARCO LLC: Wants Mossy Creek Tennessee Mines Option Pact Rejected
ASSET BACKED: DBRS Rates $9.1 Mil. Class M10 Certificates at BB

ATA AIRLINES: Settles Dispute Over GE Entities' $138.5 Mil. Claims
ATA AIRLINES: AFA Wants $828,484 Administrative Expense Paid
ATLANTIC ROLL-OFF: Case Summary & 13 Largest Unsecured Creditors
BAREFOOT RESORT: Disclosure Statement Hearing Scheduled for May 9
BAREFOOT RESORT: Premier Says Disclosure Statement is Inadequate

BENJ FRANKLIN: Court Convenes $50 Mil. IRS Tax Deal Hearing Today
BLOCKBUSTER INC: Incurs $1.9 Million Net Loss in First Quarter
CALPINE CORP: Court OKs Payment of Prepetition Property Tax Claims
CATHOLIC CHURCH: Portland Disclosure Hearing Continued to June 15
CATHOLIC CHURCH: Dist. Court Stays Document Production in Portland

CEQUEL COMMS: S&P Rates Proposed $675 Mil. Credit Facility at B-
CERTIFIED HR: Ch. 11 Trustee Settling Fraudulent Conveyance Suit
CHASE MORTGAGE: Moody's Holds Low-B Ratings on Five Cert. Classes
CITGO PETROLEUM: Hires UBS Investment to Market Asphalt Unit
COKER CONSTRUCTION: Voluntary Chapter 11 Case Summary

CURATIVE HEALTH: Court Gives Final Nod on Linklaters as Counsel
CURATIVE HEALTH: Has Until June 30 to File Schedules & Statements
CURATIVE HEALTH: Disclosure & Plan Objections Due by May 3
D'ARCY LABORATORIES: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: Transferring $1.57 Million Equipment to Mexico Plant

DANA CORP: P. Schoenfeld Wants To Trade In Debtors' Securities
DANA CORP: Wants to Walk Away from 35 Equipment Leases
DELPHI CORP: General Motors Fights Proposed Contracts Rejection
DELPHI CORP: Creditors Have Until July 31 to File Proofs of Claim
DELTA AIR: Wants to Reject CVG Financed Leases and Contracts

DEMMERT BUILDING: Case Summary & 5 Largest Unsecured Creditors
ENTERGY NEW ORLEANS: To Release 2006 1st Quarter Earnings on May 2
ESE DUKE: Voluntary Chapter 11 Case Summary
EXTENSITY SARL: Systems Deal Cues Moody's to Review Low-B Ratings
EXTENSITY SARL: Systems Merger Cues S&P to Put B Ratings on Watch

FIDELITY NATIONAL: Spin-out Prompts Moody's to Hold Ratings
FINOVA GROUP: May Ask Del. Court to Stay Thaxton's Ch. 11 Cases
GALVEX HOLDINGS: To Auction Subsidiaries' Equity Interests Today
GLOBAL HOME: U.S. Trustee Appoints Seven-Member Creditors Panel
HEADLINERS ENT: Bagell Josephs Raises Going Concern Doubt

INSPIRE INSURANCE: Trustee Prepares Distribution to Creditors
INTEREX INTERNATIONAL: Voluntary Chapter 11 Case Summary
JP MORGAN: Moody's Holds Low-B Ratings on Six Certificate Classes
KANSAS CITY: Strained Liquidity Cues Moody's to Downgrade Ratings
KMART CORP: Wants N.J. Tax Court to Adjudicate 2005 Appeal

LAFAYETTE COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
LEVITZ HOME: Spectrum Wants to Collect Unpaid Rent Obligations
LEVITZ HOME: Court Allows Unitary Lease Assumption & Assignment
LEVITZ HOME: Unit Names Tom Baumlin as Chief Executive Officer
MANITOWOC CO: Net Revenues Increase 24% to $633M in First Quarter

MECACHROME INT'L: S&P Places B- Rating on Sr. Subordinated Notes
MEDICAL MALPRACTICE: Liquidator Wants Court to OK Status Report
MEGA-C POWER: Nevada Court Approves Disclosure Statement
MICROHELIX INC: Auditor Raises Going Concern Doubt
MUSICLAND HOLDING: Wants Court to Fix May 30 as Admin. Bar Date

NISKA GAS: Moody's Puts Ba3 Rating on $1.05 Billion Facilities
NOMURA HOME: DBRS Puts BB Rating on $7.4 Million Class B-2 Certs.
NORTEL NETWORKS: Incurs $2.3 Billion Net Loss in Fourth Quarter
O'SULLIVAN: Inks $50M Exit Facility; Reports Post-Emergence Status
OUTBOARD MARINE: Trustee Distributing $15.4 Million to Creditors

OWENS CORNING: Court Rules Bank Lender Claim is Unimpaired
PATRICK MOLLER: Case Summary & 14 Largest Unsecured Creditors
PERRY ELLIS: S&P Affirms B+ Rating & Revises Outlook to Stable
PHASE III: Holtz Rubenstein Raises Going Concern Doubt
PLIANT CORP: Creditors Have Until May 5 to File Proofs of Claim

PRIMA CAPITAL: Moody's Holds B2 Rating on $9.2MM Class H Certs.
PROCARE AUTOMOTIVE: Court OKs $14MM Purchase Deal of Monro Muffler
PROCARE AUTOMOTIVE: Wants Garden City Group as Noticing Agent
PUREBEAUTY INC: U.S. Trustee Appoints Three-Member Creditors Panel
PUREBEAUTY INC: To Auction Substantially All Assets on May 22

QUIGLEY COMPANY: Settles Stonewall Insurance Coverage Dispute
R.L. TORBECK: Voluntary Chapter 11 Case Summary
RENO CITY: Moody's Downgrades Rating on $18.4 Mil. Bonds to Ba2
REPUBLIC STORAGE: Selling Assets to Chrysalis Capital for $20 Mil.
ROUGE INDUSTRIES: Can Use Lenders' Cash Collateral Until May 31

ROUSE CO: Moody's Rates $500MM Proposed Sr. Unsec. Notes at Ba1
SENSIENT TECHNOLOGIES: S&P Affirms BB+ Rating With Neg. Outlook
SFBC INTERNATIONAL: S&P Affirms B+ Rating & Alters Outlook to Neg.
STEAKHOUSE PARTNERS: Mayer Hoffman Raises Going Concern Doubt
STEELCASE INC: Earns $11.2 Million in Fourth Fiscal Quarter

TEMBEC INC: Settlement Prompts S&P to Place CCC- Rating on Watch
THAXTON: Finova Wants Right to Appeal Equitable Subordination Suit
THE INN AT WHITTIER: Voluntary Chapter 11 Case Summary
TODD ADAMS: Case Summary & 17 Largest Unsecured Creditors
VALHI INC: Earns $14.9 Million in Fourth Quarter of 2005

VARIG: NY Judge Extends Embargo on Aircraft Seizure to May 31
VTEX ENERGY: Posts $2.6M Net Loss in Third Quarter Ended Jan. 31
WHITCO CO: American Tech Closes Assets Acquisition Transaction
YUKOS OIL: TRO vs. Equity Sale to Lithuanian AB Stretched to May 4
ZIM CORPORATION: Amends 2005 Financial Statements

ZION GIN: Case Summary & 15 Largest Unsecured Creditors
ZOOMERS HOLDING: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets


                             *********

ADELPHIA COMMS: Court Approves Disclosure Statement Supplement
--------------------------------------------------------------
On April 26, 2006, Adelphia Communications Corporation and its
debtor-affiliates delivered to the U.S. Bankruptcy Court for the
Southern District of New York a revised version of their
Disclosure Statement Supplement, which incorporates their
responses to the objections of various parties-in-interest to
their Disclosure Statement Supplement.

A full-text redlined copy of the ACOM Debtors' Fourth Amended
Disclosure Statement Supplement is available for free at:

http://www.adelphia.com/pdf/042706_ACC_%20Revised_DSS_042606.pdf

The ACOM Debtors ask the Court to disregard all ballots
previously submitted to vote for the Debtors' Plan of
Reorganization dated November 2005, except for those ballots
received from any creditor holding a Claim or an Equity Interest
in one of the Non-Voting/Resolicitation Classes.

                      ACOM Debtors File Revised
                    Modified Fourth Amended Plan

On April 26, 2006, the ACOM Debtors also delivered to the Court a
revised version of their Modified Fourth Amended Joint Plan of
Reorganization to reflect, among others, that the amount to be
released from the FrontierVision Holdco dispute to the Holding
Company Debtor Group will be the FrontierVision Holdco Holdback
amount less $445,000,000.  As of an assumed Effective Date of
July 31, 2006, the release is estimated to be $60,000,000.

A full-text redlined copy of the ACOM Debtors' Modified Fourth
Amended Plan of Reorganization is available for free at:

               http://ResearchArchives.com/t/s?86e

           Court Approves Disclosure Statement Supplement

The Bankruptcy Court entered an order approving the Supplement to
the Disclosure Statement as containing "adequate information" to
enable the company's Chapter 11 bankruptcy creditors and equity
holders to make an informed judgment about the company's Modified
Plan of Reorganization.

Adelphia will now begin the process of soliciting its creditors
and equity holders to vote on the Modified Plan of Reorganization.

A full-text copy of the Revised Modified Plan is available for
free at http://ResearchArchives.com/t/s?86f

A full-text copy of the Final Disclosure Statement Supplement is
available for free at http://ResearchArchives.com/t/s?870

                            Deadlines

Judge Gerber set May 1, 2006, as the record date for purposes of
determining which Rigas Managed Entities Stakeholders and holders
of claims in the Re-Voting Classes are entitled to vote on the
Plan.

All ballots and master ballots must be delivered to the Balloting
Agent by June 5, 2006, at 4:00 p.m.

The Court rules that all previously filed objections to the
confirmation of the November Plan need not be re-filed.

Objections by:

    -- a RME Stakeholder, if any, to the Plan or Hearing I Issues;
       and

    -- any party-in-interest to the Hearing II Issues,

must be filed not later than 4:00 p.m., prevailing New York Time,
on June 1, 2006.

Judge Gerber will convene a hearing on May 15, 2006, at 9:45 a.m.
(prevailing New York Time) to consider certain issues in
connection with confirmation of the Plan.

Another hearing will commence on June 20, 2006, at 9:45 a.m.
(prevailing New York Time) to consider additional issues not
addressed in Confirmation Hearing I.

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors. (Adelphia Bankruptcy News, Issue No. 130;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AH-DH APARTMENTS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
AH-DH Apartments, Ltd., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Eastern District
of Texas disclosing:

     Name of Schedule               Assets      Liabilities
     ----------------               ------      -----------
  A. Real Property             $62,698,000
  B. Personal Property          $1,876,793
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $54,325,444
     Secured Claims
  E. Creditors Holding                           $1,358,150
     Unsecured Priority Claims
  F. Creditors Holding                             $845,330
     Unsecured Nonpriority
     Claims
                               -----------      -----------
     Total                     $64,574,793      $56,528,924

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

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


AIRBASE SERVICES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Airbase Services, Inc.
        902 Avenue T
        Grand Prairie, Texas 75050
        Tel: (214) 677-9600
        Fax: (214) 677-9601

Bankruptcy Case No.: 06-41231

Type of Business: The Debtor maintains and repairs a wide range of
                  cargo equipment and cabin interior designs for
                  commercial airlines, and provides maintenance
                  and management services for the airline
                  industry.  See http://www.airbaseservices.com

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Mark Xavier Mullin, Esq.
                  Haynes & Boone, LLP
                  901 Main Street, Suite 3100
                  Dallas, Texas 75202-3789
                  Tel: (214) 651-5539
                  Fax: (214) 200-0695

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Harris, N.A.                     Loans               $3,300,000
c/o James Spiotto, Esq.
Chapman and Cutler, LLP
111 West Monroe Street
Chicago, IL 60603-4080

BE Aerospace, Inc.               Trade Debt          $1,236,859
P.O. Box 65277
Charlotte, NC 28265-0277

The Estate of Brian McKeown      Director Loan         $785,000
Rod McKeown
c/o Hoskin Scientific
239 East 6th Avenue
Vancouver, BC V5T IJ7 Canada

Aerotek Aviation                 Trade Debt            $126,801

Aircraft Hardware West, Inc.     Trade Debt             $88,241

Lantal Textiles, Inc.            Trade Debt             $81,085

Tente Casters, Inc.              Trade Debt             $66,429

Telair International             Trade Debt             $50,597

H&S Manufacturing Co.            Trade Debt             $41,535

Perrone Leather                  Trade Debt             $40,730

Estex Manufacturing Co., Inc.    Trade Debt             $40,376

AERISTO                          Trade Debt             $29,889

The CIT Group/                   Trade Debt             $26,972
Commercial Services Mechanical
Enterprises, Inc.

CSC Aerospace, Inc.              Trade Debt             $26,786

Tandem Staffing Solutions, Inc.  Trade Debt             $23,191

Douglass Interior                Trade Debt             $23,189
Products, Inc.

Alexander B. Zlatkus             Trade Debt             $19,935

Mario Paredes Trucking           Trade Debt             $19,243

A.H. Rice Corp.                  Trade Debt             $19,033


AIRTRAN HOLDINGS: Posts $4.6 Million Fiscal First Quarter Net Loss
------------------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
Inc., reported a $4.6 million net loss for the first quarter of
2006.  The first quarter results included a credit of $4.2 million
due to an accounting correction to reverse prior fuel charges.

Commenting on the quarter, Joe Leonard, AirTran Airways' chairman
and chief executive officer said, "Since last year we have grown
our capacity more than 24% and taken delivery of fourteen new
Boeing 737-700s and four Boeing 717-200s.  We are encouraged by
continued strong demand for our product, improved revenue
performance and increased recognition of the quality service we
provide."

For the second year in a row, the Airline Quality Rating report,
issued by the University of Nebraska at Omaha and Wichita State
University, ranked AirTran Airways second overall in quality among
major airlines.

During the first quarter, AirTran Airways' unit revenue increased
11.1% primarily on the strength of a 10.6% improvement in yield.
Load factor increased to 70.8%, setting an all-time first quarter
record.

"We are pleased with our first quarter unit revenue improvement of
11% on a 24% growth in capacity.  This is particularly rewarding
given the negative impact on unit revenue resulting from the shift
in the Easter Holiday from March to April, which we believe slowed
our first quarter unit revenue growth by 3 to 4% year over year,"
said Bob Fornaro, AirTran Airways' president and chief operating
officer.  "While we are not satisfied with a loss, we nevertheless
want to acknowledge the hard work and dedication of every AirTran
Airways crew member during the first quarter."

AirTran Airways' unit operating costs increased 9.3%, including
the effect of the accounting correction to reverse prior fuel
charges, due largely to the 63% increase in the cost of fuel year-
over-year.  Non-fuel unit costs increased slightly by 1.1% to 6.51
cents.

Stan Gadek, AirTran Airways' chief financial officer, said, "We
continue to be challenged by the high cost of fuel impacting our
bottom line.  We have always viewed cost controls as an ongoing
process, and as such, we are aggressively managing our cost
structure and identifying opportunities for further cost
reductions and productivity improvements."

Highlights of AirTran Airways' accomplishments during the first
quarter and to date include:

     -- exercised options for 24 additional Boeing 737-700s,
        confirming the remaining options on our 100 aircraft order
        placed in the summer of 2003.  These aircraft will be
        delivered in 2008-2010.

     -- took delivery of six Boeing 737s.

     -- named Best Low-Fare airline for 2006 by Entrepreneur
        Magazine for the sixth time.

     -- entered into new distribution agreements with Worldspan
        and Kayak.com.AirTran Airways continues to expand its
        network with additional cities and expanded flight
        offerings.

AirTran Airways, Inc. (NYSE: AAI) --  http://www.airtran.com/--  
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service downgraded all ratings of the Series
1999-1 Enhanced Equipment Trust Certificates, which are supported
by payments from AirTran Airways, Inc., and affirmed the Corporate
Family Rating at B3 for the parent AirTran Holdings, Inc.  Moody's
also changed the outlook to stable from negative.

Ratings affected include:

   AirTran Airways EETC Series 1999-1

   * Class A -- to Ba1 from Baa2;
   * Class B -- to B1 from Ba1; and
   * Class C -- to B3 from B2.

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Standard & Poor's Ratings Services placed a 'CCC' rating on
AirTran Holdings Inc.'s senior unsecured and subordinated debt
securities included in its $225 million Rule 415 shelf filing.
Ratings on AirTran and its major operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating, were
affirmed.  S&P said the outlook is stable.


ALLSERVE SYSTEMS: Chapter 7 Trustee Hires Bederson as Accountant
----------------------------------------------------------------
The Hon. Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey authorized Charles A. Stanziale, Jr., the
Chapter 7 Trustee appointed in Allserve Systems Corp.'s bankruptcy
case, to retain Bederson & Company, LLP, as his accountants.

Mr. Stanziale selected Bederson as his accountant based on the
firm's extensive experience and expertise in insolvency and
forensic accounting.   Bederson also served as accountant for
Bunce Atkinson, the Debtor's former Chapter 11 Trustee.

Bederson will assist the Chapter 7 Trustee in performing his
duties, including investigating the Debtor's pre-bankruptcy and
post-bankruptcy financial affairs.

Timothy J. King, a partner at Bederson, tells the Bankruptcy Court
that the hourly rates for his firm's professionals are:

  Professional             Designation             Hourly Rate
  ------------             -----------             -----------
  Edward P. Bond           Sr. Partner                $410
  Timothy J. King          Partner                    $360
  Matthew Schwartz         Partner                    $360
  P. Dermott O'Neill       Partner                    $360
  Charles Lunden           Partner                    $360
  Kimberly Sevonty         Manager                    $265
  Shari Hartstein          Manager                    $255
  Sean Raquet              Manager                    $255
  Joseph Puskas            Manager                    $215
  Robert Pieloch           Sr. Accountant             $185
  Harold Parnes            Sr. Accountant             $185
  Joseph Sullivan          Sr. Accountant             $185
  Eugene Boohoff           Sr. Accountant             $185
  Christopher Phillipps    Sr. Accountant             $185
  Aaron Todoroff           Sr. Accountant             $185
  Lionel Parnes            Staff Accountant           $120
  Carol Galante            Paraprofessional           $105

Mr. King assures the Bankruptcy Court that his firm does not hold
any interest adverse to the Debtor's estate and is a
"disinterested" person as that term is defined in Section 101(14)
of the bankruptcy code.

Bederson & Company LLP -- http://www.bederson.com/-- can be
reached at:

        Timothy J. King
        Bederson & Company LLP
        405 Northfield Avenue
        West Orange, New Jersey 07052
        Phone: 888-222-8268
        Fax: 973-736-3367 and -8786

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. was an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor in its restructuring efforts.  The
Bankruptcy Court converted Allserve's Chapter 11 case to a
liquidation proceeding under Chapter 7 of the Bankruptcy Code on
Jan. 18, 2006.  Charles A. Stanziale, Jr., Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, serves as chapter 7 Trustee.
When the Debtor filed for protection from its creditors, it
estimated assets between 10 million to $50 million and debts
between $50 million to $100 million.


AMERICAN TECH: Closes Whitco Asset Acquisition Transaction
----------------------------------------------------------
American Technologies Group, Inc. (OTC BB: ATGR) closed on the
acquisition of certain of Whitco Company, LP's assets, as
authorized by an April 25 order by the U.S. Bankruptcy Court of
the Northern District of Texas, Fort Worth Division.

Prior to closing of the sale, Whitco sought protection under
Chapter 11 of the United States Bankruptcy Code, and the approval
of the sale of its remaining assets to American Technologies.  The
purchase price paid at closing for the assets consisted of:

     * the issuance of 3.75 million warrants to purchase American
       Technologies' common shares at an exercise price of $0.001
       per share;

     * the delivery of a registration rights agreement requiring
       American Technologies to register the shares issued upon
       the exercise of the Warrant; and

     * the cancellation of certain debtor-in-possession financing
       provided to Whitco prior to the closing of the asset sale.

American Technologies has secured working capital for this new
acquisition in the form of a $500,000 credit facility with Gryphon
Master Fund and affiliates of Dallas, Texas.

This acquisition expands the Company's product line.  According to
Barry Ennis, President of North Texas Steel, Inc., "The Whitco
product line is a natural extension and leverages our
manufacturing capabilities without the need for significant
capital expenditures."

                     About Whitco Company

Headquartered in Fort Worth, Texas, Whitco Company, LP, sells and
distributes structural steel and aluminum lighting poles
worldwide.  Whitco provides marketing expertise and engineering
knowledge to a nationwide contracted lighting representative base
as well as original equipment manufacturer customers.  The Company
filed for chapter 11 protection on March 15, 2006 (Bankr. N.D.
Tex. Case No. 06-40721).  Eric A. Liepins, Esq., at Eric A.
Liepins, P.C., represents the Debtor.  When the Debtor filed for
protection from its creditors, they estimated less than $50,000 of
assets and between $1 million and $10 million of debts.

                  About American Technologies

American Technologies Group, Inc., through its wholly owned
subsidiary, North Texas Steel Company, Inc., is an American
Institute of Steel Construction certified structural
steel fabrication company and provides fabrication and detailing
of structural steel components for commercial buildings, office
buildings, convention centers, sports arenas, airports, schools,
churches and bridges.

                         *     *     *

                      Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about American Technologies' ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended July 31, 2005.  The auditing firm pointed to
the Company's recurring losses and insufficient cash flows to meet
obligations and sustain its operations.


AMERICAN TOWER: Incurs $2.6M Net Loss in Quarter Ending March 31
----------------------------------------------------------------
American Tower Corporation's (NYSE: AMT) total revenues increased
74% to $320.4 million and rental and management segment revenues
increased 74% to $316.3 million, of which $108.5 million was
attributable to SpectraSite.  Revenue for the quarter ended
March 31, 2006, included approximately $4.3 million of net
positive non-recurring items.  Rental and Management Segment Gross
Margin increased 76% to $240.2 million, of which $77.1 million was
attributable to SpectraSite.  Rental and Management Segment
Operating Profit increased 80% to $224.5, of which $71.9 million
was attributable to SpectraSite.  Adjusted EBITDA increased 83% to
$216.3 million, of which $68.9 million was attributable to
SpectraSite.  Adjusted EBITDA Margin was 67%.

Income from operations increased to $69.0 million, of which
$14.9 million was attributable to SpectraSite.  Loss from
continuing operations decreased to $2.2 million, which includes
$9.1 million of income from continuing operations attributable to
SpectraSite.  Net loss decreased to $2.6 million, which includes
$9.1 million of net income attributable to SpectraSite.

Free Cash Flow was $123.3 million, of which $52.0 million was
attributable to SpectraSite.  Free Cash Flow was comprised of
$151.7 million of cash provided by operating activities less
$28.4 million of payments for purchase of property and equipment
and construction activities, including $11.4 million of
discretionary capital spending.  The Company completed the
construction of 54 towers and the installation of 13 in-building
systems during the quarter.

Jim Taiclet, American Tower's Chief Executive Officer stated,
"American Tower made significant progress over the past quarter.
We have substantially completed the integration related to our
merger with SpectraSite, while continuing to deliver strong
performance across our entire portfolio.  When compared to pro
forma results for the first quarter of 2005, our revenues and
Adjusted EBITDA grew 14% and 29%.  Additionally, we continue to
lead the industry in operating margins, which are now meeting our
pre-merger levels.

"With our solid first quarter results and the strong performance
of our wireless carrier customers, we expect to continue to
deliver strong operating results as we focus on leveraging the
quality of our diversified tower portfolio and integrated
operations to meet our customers' needs.  We are excited to build
on our operational momentum as we continue to refine our processes
to decrease our cycle times and improve our service to our
customers, enabling them to deploy their networks in a cost
effective, time efficient manner."

        Stock Repurchase Program and Financing Highlights

The Company has repurchased a total of 9.9 million shares of its
Class A common stock to date, for approximately $293.2 million, as
part of its previously announced $750 million stock repurchase
program.  During the quarter ended March 31, 2006, the Company
repurchased approximately 5.5 million shares of its Class A common
stock for approximately $165.5 million, and, as of April 26, 2006,
had repurchased an additional 1.6 million shares of its Class A
common stock for approximately $51.1 million subsequent to the end
of the first quarter of 2006.  The Company expects to complete
this stock repurchase program in the second half of 2006, and upon
completion, expects that it will continue its stock repurchase
activity by extending or supplementing the current program with
additional repurchases.

As previously reported, the Company completed the redemption of
all outstanding 12.25% senior subordinated discount notes of
American Towers, Inc. (ATI 12.25% Notes) in February 2006.  During
the quarter ended March 31, 2006, the warrants associated with the
ATI 12.25% notes became exercisable, and the Company issued an
aggregate of 9.7 million shares of its Class A common stock upon
the exercise of 0.7 million warrants.

American Tower Corporation -- http://www.americantower.com/-- is
the leading independent owner, operator and developer of broadcast
and wireless communications sites in North America.  American
Tower owns and operates over 22,000 sites in the United States,
Mexico, and Brazil.  Additionally, American Tower manages
approximately 2,000 revenue producing rooftop and tower sites.

                         *     *     *

Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries in Sept. 2005.

  American Tower Corporation:

     * Corporate family rating upgraded to Ba2 from B1
     * Speculative grade liquidity rating affirmed at SGL-1
     * 9.375% Senior Notes due 2009 upgraded to B1 from B3
     * 7.5% Senior Notes due 2012 upgraded to B1 from B3
     * 7.125% Senior Notes due 2012 upgraded to B1 from B3
     * 5% Convertible Notes due 2010 upgraded to B1 from B3

  American Towers, Inc. (fka American Tower Escrow Corp.):

     * 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
       from B2

     * 0% Senior Subordinated Discount Notes due 2008 upgraded to
       Ba2 from B2

  American Tower, LP and American Towers, Inc. (co-borrowers):

     * Senior secured credit facility maturing 2011 upgraded
       to Baa3 from Ba3

  Spectrasite Communications, Inc.:

     * Senior secured credit facility maturing 2011/2012 upgraded
       to Ba1 from Ba3

  SpectraSite, Inc.:

     * Corporate family rating withdrawn
     * 8.25% Senior Notes due 2010 rating withdrawn.


APX HOLDINGS: Committee Wants Landau & Meadows as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of APX Holdings, LLC, and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Central District of
California for permission to employ Landau & Meadows, LLP, as its
bankruptcy counsel.

Landau & Meadows will:

    a. provide legal advice with respect to the Committee's
       duties, responsibilities and powers in the Debtors' chapter
       11 cases, with respect to the Bankruptcy Code, the Federal
       Rules of Bankruptcy Procedure, the Guideline of the Office
       of the U.S. Trustee, and compliance with the Local Rules of
       the Court;

    b. provide legal advice with respect to the Debtors' proposed
       plans of reorganization, the orderly wind up and
       liquidation of its estates, and the determination of the
       allowed claims against the estate;

    c. provide legal advice with respect to the examination of all
       possible claims and causes of action that may belong to the
       estate with respect to, but not limited to, those against
       the Debtors' secured lender, and the Debtors' parent, other
       affiliates, and third parties; and

    d. perform other legal services ay required by the Committee.

David W. Meadows, Esq., a partner at Landau & Meadows, tells the
Court that he and his partner, Rodger M. Landau, Esq., will both
bill $375 per hour for this engagement.

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

Messrs. Landau and Meadows can be reached at:

         Rodger M. Landau, Esq.
         David W. Meadows, Esq.
         Landau & Meadows, LLP
         1801 Century Park East, Suite 1250
         Los Angeles, CA 90067
         Tel: (310) 557-0050
         Fax: (310) 557-8493

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: Wants Mossy Creek Tennessee Mines Option Pact Rejected
------------------------------------------------------------------
ASARCO LLC and Mossy Creek Mining Company LLC were parties to an
Option to Purchase, effective Aug. 13, 2002.  Under the
Agreement, ASARCO granted Mossy Creek the exclusive right and
option, for a specified period of time, to purchase the Young
Mine Easements and Tailing, the New Market Mine, and certain
equipment located on the New Market Mine Property.

The Option Property is owned by ASARCO's Tennessee Mines
Division.  TMD is being sold to Glencore Ltd., subject to higher
and better offers.  Mossy Creek will be allowed to submit a bid
on TMD, in accordance with the TMD Bidding Procedures and on the
same terms and conditions as other bidders.

Because ASARCO is selling TMD in its entirety, rather than
separately selling TMD's Option Property, ASARCO does not believe
that the proposed sale triggers Mossy Creek's option right.  To
the extent that Mossy Creek's option right is implicated, ASARCO
believes that the Bidding Procedures constitute a full and
complete satisfaction of the option right.

Nevertheless, ASARCO LLC seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to
reject its Option Agreement with Mossy Creek.

Tony M. Davis, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the Court that ASARCO has carefully weighed the advantages and
disadvantages of rejecting the Agreement and has concluded that
the estate's interests are better served by its rejection.  The
Agreement is a burden on TMD and its property.

By rejecting the Agreement, ASARCO will be able to sell TMD for a
purchase price of more than $40,000,000, thereby greatly
enhancing its prospects for a successful reorganization.

The rejection of the Agreement will create an unsecured damages
claim, which will be entitled to a pro rata distribution under
the Debtors' plan of reorganization, Mr. Davis notes.  "This
negative aspect of the rejection is far outweighed by the
substantial sales proceeds that the TMD sale will generate."

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).


ASSET BACKED: DBRS Rates $9.1 Mil. Class M10 Certificates at BB
---------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Asset
Backed Pass-Through Certificates, Series NC 2006-HE4 issued by
Asset Backed Securities Corporation:

   * $153.5 million, Class A1 -- New Rating AA
   * $17.1 million, Class A1A -- New Rating AAA
   * $173.1 million, Class A2 -- New Rating AAA
   * $171.8 million, Class A3 -- New Rating AAA
   * $49.1 million, Class A4 -- New Rating AAA
   * $101.0 million, Class A5 -- New Rating AAA
   * $23.2 million, Class A6 -- New Rating AAA
   * $87.3 million, Class M1 -- New Rating AA
   * $25.0 million, Class M2 -- New Rating AA (low)
   * $17.7 million, Class M3 -- New Rating A (high)
   * $16.8 million, Class M4 -- New Rating A
   * $10.5 million, Class M5 -- New Rating A (low)
   * $11.4 million, Class M6 -- New Rating BBB (high)
   * $6.8 million, Class M7 -- New Rating BBB
   * $10.9 million, Class M8 -- New Rating BBB (low)
   * $11.4 million, Class M9 -- New Rating BB (high)
   * $9.1 million, Class M10 -- New Rating BB

The AAA ratings on the Class A Certificates reflect 24.25% of
credit enhancement provided by the subordinate classes, targeted
overcollateralization (1.50%), and monthly excess spread.  The AA
rating on Class M1 reflects 14.65% of credit enhancement.  The AA
(low) rating on Class M2 reflects 11.90% of credit enhancement.
The A (high) rating on Class M3 reflects 9.95% of credit
enhancement.  The "A" rating on Class M4 reflects 8.10% of credit
enhancement.  The A (low) rating on Class M5 reflects 6.95% of
credit enhancement.  The BBB (high) rating on Class M6 reflects
5.70% of credit enhancement.  The BBB rating on Class M7 reflects
4.95% of credit enhancement.  The BBB (low) rating on Class M8
reflects 3.75% of credit enhancement.  The BB (high) rating on
Class M9 reflects 2.50% of credit enhancement.  The BB rating on
Class M10 reflects 1.50% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Select Portfolio
Servicing, Inc., as Servicer.  U.S. Bank National Association will
act as the Trustee.  The trust will enter into an interest rate
swap agreement with Credit Suisse International.  The trust will
pay to the Swap Provider a fixed payment of 5.30% per annum and
receive a floating payment at one-month LIBOR.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
May 2006.  Interest will be first paid to the Senior Certificates
on a pro rata basis and then sequentially to the subordinate
classes.  Until the step-down date, principal collected will be
paid exclusively to the senior certificates unless they are paid
down to zero.  After the step-down date, and provided that certain
performance tests have been met, principal payments will be
distributed among the certificates of all classes on a pro rata
basis.  Additionally, provided that certain performance tests have
been met, the level of overcollateralization may be allowed to
step down to 3.0% of the then-current balance of the mortgage
loans.

All of the mortgage loans were originated or acquired by New
Century Mortgage Corporation.  As of the cut-off date
Apr. 1, 2006, aggregate principal balance of the mortgage loans is
$909,199,782.  The weighted average mortgage rate is 8.27%, the
weighted average FICO is 618, and the weighted average original
loan-to-value ratio is 81.11%, without taking into consideration
the combined loan-to-value on the piggybacked loans.


ATA AIRLINES: Settles Dispute Over GE Entities' $138.5 Mil. Claims
------------------------------------------------------------------
Before filing for bankruptcy protection, ATA Airlines, Inc., and
its debtor-affiliates were party to various agreements and other
contracts with the GE Entities including agreements relating to
22 aircraft and four spare engines.

    Aircraft/Engine Type     Serial No.     U.S. Registration No.
    --------------------     ----------     ---------------------
    Boeing 737-800              32576               N302TZ
    Boeing 737-800              28648               N303TZ
    Boeing 737-800              32348               N306TZ
    Boeing 737-800              28653               N307TZ
    Boeing 737-800              32577               N309TZ
    Boeing 737-800              32578               N311TZ
    Boeing 737-800              32579               N312TZ
    Boeing 737-800              32580               N313TZ
    Boeing 737-800              32609               N316TZ
    Boeing 737-800              32610               N320TZ
    Boeing 737-800              32611               N322TZ
    Boeing 737-800              32882               N324TZ
    Boeing 737-800              32884               N325TZ
    Boeing 737-800              32612               N326TZ
    Boeing 737-800              32613               N327TZ
    Boeing 737-800              32614               N328TZ
    Boeing 737-800              32615               N329TZ
    Boeing 737-800              32616               N330TZ
    Boeing 757-200              26635               N512AT
    Boeing 757-200              32449               N513AT
    Boeing 757-200              27974               N518AT
    Boeing 757-200              27975               N519AT
    RB211-535EAC                31811
    RB211-535EAC                31870
    CFM56-7B27                 888492
    CFM56-7B27                 888764

The GE Entities comprise of:

    * General Electric Corporation,
    * AFS Investments IX, LLC,
    * AFS Investments XII, Inc.,
    * AFS Investments XLI, LLC,
    * Silvermine River Finance Two, Inc., and
    * Windy City Holdings, Inc.

The GE Entities timely filed proofs of claim against:

    (1) ATA Airlines, Inc., arising from the:

        -- rejection of certain GE Aircraft Agreements; and

        -- tax indemnity damage claims arising under the
           Agreements; and

    (2) ATA Holdings Corp., for certain guaranty obligations under
        the GE Aircraft Agreements.

After extensive negotiation, the Debtors and the GE Entities
reached an agreement wherein both parties agreed that the asserted
claims will be allowed as "Class 6 General Unsecured Claims" under
the Reorganizing Debtor's First Amended Plan of Reorganization for
$138,464,477.

Additionally, for administrative convenience and in light of the
substantive consolidation of the Reorganizing Debtors under the
Plan, the Debtors and the GE Entities agreed, without prejudice to
either party, that the Debtors' claims register will reflect the
allowance of the Guarantee Proofs of Claim, and the disallowance
of Claim No. 928, the Tax Indemnity Proofs of Claim, and the
Rejection Damages Proofs of Claim.

Specifically, the parties stipulate that:

    (a) Claim Nos. 931, 932, 933, 934, 935, 936 and 937 will be
        allowed;

    (b) Claim Nos. 928, 929, 930, 938, 968, 969, 970, 971, 972,
        973, 974, 975, 976, 977, 978, 979, 980, 981, 982, 983,
        984, 985, 986, 987, 988, 989, 990, 991, 992, 993, 994,
        995, 996, 997, 998, 999, 1000, 1001, 1002, 1003, 1004,
        1005, 1006, 1007, 1008, 1009, 1010, 1011, 1012, 1013,
        1014, 1015, 1016, 1017 and 1022 will be disallowed;

    (c) the Allowed Claims will be used in calculating
        distributions to the GE Entities under the Plan;

    (d) they mutually waive and release each other from any
        claims or actions in respect of, or in any way related to
        prepetition and administrative obligations relating to the
        GE Aircraft Agreements, including any and all rights of
        the Debtors as set forth in Chapter 5 of the Bankruptcy
        Code.  The waivers specifically exclude any claims arising
        under the new Leases entered into between the parties with
        regard to engines with Serial Nos. 31811, 888492, and
        888764; and

    (e) the stipulation is binding as to claims arising from the
        GE Aircraft Agreements, and not as to any other claims
        filed by the GE Entities or any related entity, including
        GE Commercial Aviation Training Limited and Aviation
        Services LLC.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: AFA Wants $828,484 Administrative Expense Paid
------------------------------------------------------------
The Association of Flight Attendants asks the U.S. Bankruptcy
Court for the Southern District of Indiana to allow and direct ATA
Airlines, Inc., and its debtor-affiliates to pay its $828,484
administrative expense claim.

ATA Airlines and the AFA were parties to a collective bargaining
agreement that was an extension of the parties' 2000-2004
collective bargaining agreement as modified by Letter Agreement
No. 18.

The bargaining unit of flight attendants of ATA Airlines is
represented by the AFA.

According to Richard J. Swanson, Esq., at Macey Swanson and
Allman, in Indianapolis, Indiana, the CBA provides for health
insurance coverage for AFA bargaining unit members.  The
bargaining unit members have $275,743 in unpaid medical expenses
arising between the Petition Date and January 24, 2005.

Mr. Swanson asserts that the $275,743 expense is an administrative
expense pursuant to Sections 503(b)(1)(A) and 507(a)(1) of the
Bankruptcy Code.

Mr. Swanson further notes that the CBA contains a grievance-
arbitration procedure.  The AFA filed 16 grievances between the
Petition Date and January 24, 2005, on behalf of terminated flight
attendants.  The grievances are still pending.

The amount of back pay owed to the grievants is $552,741.  This is
likewise asserted as an administrative expense, Mr. Swanson
maintains.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATLANTIC ROLL-OFF: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Atlantic Roll-off Services, Inc.
        7171 Southern Boulevard
        West Palm Beach, Florida 33413
        Tel: (561) 296-1929

Bankruptcy Case No.: 06-11592

Type of Business: The Debtor is a roll-off hauler that disposes of
                  construction and demolition debris.

Chapter 11 Petition Date: April 28, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Alvin S. Goldstein, Esq.
                  Furr & Cohen
                  2255 Glades Road, Suite #337W
                  Boca Raton, Florida 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532

Total Assets: $7,000,000

Total Debts:  $3,049,364

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Waste Management, Inc.                               $1,130,763
c/o Ronald A. Shapo, Esq.
Ruden McClosky
701 Brickell Avenue, Suite 1900
Miami, FL 33131

Wastequip Manufacturing Co.      Judgment              $334,272
2624 Mine & Mill Lane
Lakeland, FL 33801

Internal Revenue Service         Taxes                 $277,745
Insolvency Unit
P.O. Box 17167, STOP 5760
Fort Lauderdale, FL 33318

L.T. Hampel Corp., Inc.          Judgment              $124,212

Five Peaks Technology, LLC       Judgment               $94,006

First Commercial Insurance Co.                          $90,974

Fairgrounds Road Property LLC                           $73,940

BellSouth Advertising and                               $52,175
Publishing Corp.

BV Oil Company                   Judgment               $34,472

Palm City Transfer and           Judgment                $5,483
Recycling, Inc.

On-Site Wheel                                            $2,471
Alignment of Florida

Bank of America, N.A.            Equipment Lease        Unknown

Citicapital Commercial Corp.     Equipment              Unknown


BAREFOOT RESORT: Disclosure Statement Hearing Scheduled for May 9
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina will
convene a hearing at 10:30 a.m. on May 9, 2006, to consider the
adequacy of information contained in the Disclosure Statement
explaining Barefoot Resort Yacht Club Villas, LLC's chapter 11
plan of reorganization.

Objections to the Disclosure Statement must be filed by
May 5, 2006.

                        Assets Remaining

The Debtor tells the Court that as of Apr. 17, 2006, its primary
assets consists of the remaining unsold condominium units and
proceeds from the sales of its other assets.  The Debtor says that
it expects the proceeds for all 145 sales to exceed $62 million.

                      Overview of the Plan

The Debtor says that its plan is a liquidating plan and allows for
the payment of all creditors in full.  By confirmation, the Debtor
expects that all condominium sales will have closed.

                      Treatment of Claims

Under the plan, administrative claims will be paid in full.

The Debtor tells the court that National Bank of South Carolina
holds a $48 million claim and is secured by a first mortgage on
the Debtor's condominium assets.  The Debtor says that as the sale
of each condominium unit closes, the net proceeds will be used to
pay the principal and interest, including postpetition interest,
owed on the NBSC Loan.

The Debtor says that Coastal Federal Bank holds a secured claim of
$540,000.  The Debtor tells the Court that Coastal Federal has
agreed to subordinate its mortgage to the liens securing the NBSC
loan.  Coastal Federal's claim will be paid in full after payment
of the principal and interest of the NBSC Loan and before payment
of NBSC's remaining claims.

Dargan Construction's unsecured claim will be paid in full.
However, the plan explains, "if the NBSC loan is insufficient to
pay Dargan's claim in full, then Dargan's allowed claim will be
paid within 30 days after the Court enters an order confirming the
Debtor's plan but prior to any subsequent class."

The Debtor tells the Court that Drake Development Company USA,
Inc., is the sole member of the Debtor.  The Debtor says that for
each condominium unit sold, Drake Development is owed a commission
pursuant to the Contract of Sale.  Upon closing of the sale of all
145 units, Drake Development's fees will total $3,849,562.  The
Debtor says that Drake will be paid in full within 30 days after
the Court enters an order confirming its Plan.

Sally Stowe Interiors' $1,413,855 unsecured claim will be paid in
full.

These General Unsecured Creditors will be paid in full:

    (1) Grand Strand Disposal;
    (2) Horry Electric Cooperative;
    (3) Jenkins Hancock and Sides;
    (4) Lewis & Babcock;
    (5) Robert Young, P.A.;
    (6) Rogers Townsend Thomas; and
    (7) SW Associates,

The Debtor obtained additional equity financing from W. Russell
Drake in the amount of $1,040,000.  Pursuant to the Contract of
Sale, the cost and interest associated with this loan will be
repaid before the distribution of the Net Cash Flow (as defined in
the Contract of Sale).  The Debtor says that W. Russell Drake's
claim will be paid in full.

                    Premier Holdings' Claim

The Debtor tells the Court that under the Contract of Sale, the
Debtor will enter into a contingent interest note giving Premier
Holdings of South Carolina, LLC, a 50% interest in the proceeds of
the sale remaining after payment of all costs associated with the
cost of the phase, including, but not limited to, taxes,
construction loan cost and interest, equity loan cost and
interest, closing cost and attorney fees, real estate commissions,
construction, architectural and engineering fees and cost and
discounts or incentives.

The Debtor tells the Court that the note is subject to offsets
owed by Premier to the Debtor due to its filing of the lis pendens
which caused damages to the Debtor.  The Debtor projects total
costs to be $1 million.  The Debtor discloses that, in the
alternative, if the Court determines or the parties agree there
will be no offsets against the note, the 50% payment to Premier
will be used to pay Premier's mortgage debt to Coastal Federal.
The Debtor will hold in escrow $200,000 of the proceeds of the
sale for three years in the event of any claims that may arise
against the Debtor.  The Debtor says that if there are no claims
against the Debtor after the third year or no offset was done,
$100,000 of the escrowed amount will be paid to Premier.

A full-text copy of the Debtor's Disclosure Statement is available
for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060501030705

A full-text copy of the Debtor's Chapter 11 Plan is available for
a fee at:

  http://www.ResearchArchives.com/bin/download?id=060501030549

                     About Barefoot Resort

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$69,003,578 in assets and $60,980,655 in debts.


BAREFOOT RESORT: Premier Says Disclosure Statement is Inadequate
----------------------------------------------------------------
Premier Resorts International, Inc., Premier Holdings, LLC, and
Premier Holdings of South Carolina, LLC, ask the U.S. Bankruptcy
Court for the District of South Carolina to deny approval of the
Disclosure Statement explaining Barefoot Resort Yacht Club Villas,
LLC's Chapter 11 Plan of Reorganization.

Premier tells the Court that the disclosure statement fails to
provide adequate information as required by Sections 1125(a)(1)
and 1125(b) of the Bankruptcy Code.

Premier contends that the disclosure statement does not:

    1. include data on the sale proceeds and disbursements from
       sale proceeds resulting from the Debtor's sale of its
       condominiums;

    2. explain why The National Bank of South Carolina or
       Coastal Federal Bank will be paid in full as secured
       creditors from the sale proceeds upon the completion of the
       closings of the sales and why any amount will remain due to
       NBSC or Coastal Federal at the time of the confirmation
       hearing;

    3. address the serious issue of unlawful payment of co-broker
       fees to David Klein Realty in the amount of $563,085 and
       co-broker fees to Drake Development Company.  Premier says
       that pursuant to the South Carolina Code, it is unlawful
       for an individual to act as a real estate broker without a
       valid license issued by the South Carolina Real Estate
       Commission.  David Klein, Premier says, is not licensed in
       South Carolina as a broker, or in any other capacity;

    4. provide information on what comprises the $1 million costs
       that the Debtor would set off against the contingent
       interest note to be issued to Premier SC;

    5. mention the claims that Premier and Premier SC have stated
       that they have against the Debtor and for which they will
       be filing proofs of claim;

    6. explain why $200,000 needs to be reserved for payment of
       future claims and what types of claims the Debtor is
       concerned may arise, and why those claims are not otherwise
       addressed;

    7. provide information regarding amounts that the Debtor
       states it may need to pay to the homeowner's association of
       the Barefoot Resort Yacht Club Villas buildings;

    8. state whether the Debtor intends to assume or reject its
       Contract of Sale with Premier SC; and

    9. provide information on the current status of the amounts
       owed to Sally Stowe Interiors and to Dargan Construction.

                     About Barefoot Resort

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$69,003,578 in assets and $60,980,655 in debts.


BENJ FRANKLIN: Court Convenes $50 Mil. IRS Tax Deal Hearing Today
-----------------------------------------------------------------
The Federal Deposit Insurance Company, as receiver of Benj
Franklin Savings & Loan Association, and the Internal Revenue
Service inked an agreement resolving a pending tax lawsuit between
them.

The settlement, which is subject to approval of the U.S. District
Court for the District of Columbia, provides for a $50 million tax
payment to the IRS, with a specific allocation of tax and interest
as negotiated between the parties.  Any remaining funds of the
receivership estate will be paid to Benj Franklin's shareholders
after all reserves, costs and expenses are paid.

As part of the court-approved process, Judge Emmet G. Sullivan
will convene a hearing at 2:00 p.m. today, May 2, 2006, at:

       Courtroom 24A
       E. Barrett Prettyman U.S. Courthouse
       333 Constitution Avenue, N.W.
       Washington, D.C. 20001

A simultaneous session will be held at 11:00 a.m., Pacific Time,
at the U.S. District Courthouse in Portland, Oregon, through a
speaker phone connection to Judge Sullivan's hearing.

Benj Franklin's shareholders are entitled to participate in the
hearing in person in Washington or via speakerphone in Oregon.

Benj Franklin's shareholders who did not receive a copy of the
mailed notice can secure a copy from:

       Ben Burke
       Claims Department
       Federal Deposit Insurance Company
       1910 Pacific Avenue
       Dallas, Texas, 75201

                        About Benj Franklin

Founded in 1925 in Portland, Oregon, Benj Franklin was a large and
successful thrift bank before the federal government seized it in
1990.  Information on the Benj Franklin shareholders litigation
fund is available at http://www.benfranklinoregon.org/


BLOCKBUSTER INC: Incurs $1.9 Million Net Loss in First Quarter
--------------------------------------------------------------
Blockbuster Inc. reported significant year-over-year improvement
in profitability and cash flow for the first quarter ended
March 31, 2006.

For the first quarter, net loss was $1.9 million, an improvement
of $55.6 million as compared with net loss of $57.5 million for
the first quarter of 2005.  Adjusted net income for the first
quarter of 2006 increased $61.6 million to $13.0 million as
compared with adjusted net loss of $48.6 million for the first
quarter of 2005.

"Our first quarter 2006 results reflect the actions we have taken
to improve our overall profitability and cash flow," said
Blockbuster Chairman and CEO John Antioco.  "For the first time in
three years we saw an increase in domestic same-store rental
revenues and we believe that our combined in-store and online
rental offering will allow us to further increase our market share
and outperform the domestic rental industry in 2006."

               First Quarter 2006 Financial Results

Revenues for the first quarter of 2006 declined 7.7% to
$1.43 billion compared to $1.55 billion for the first quarter
of last year, primarily due to a reduction in revenues from lower
margin retail sales, a 236 store decline in the company-operated
store base since the first quarter of 2005 resulting from
accelerated actions to optimize the store portfolio, and less
advertising and promotional activity.  These decreases were
partially offset by an increase in revenues from BLOCKBUSTER
Online(R) resulting from growth in the subscriber base, which
totaled approximately 1.3 million subscribers at March 31, 2006.
Worldwide same-store rental revenues for the first quarter
decreased 0.7%, reflecting a 2.1% increase in domestic same-store
rental revenues and a 9.0% decline in international same-store
rental revenues.  Worldwide same-store retail revenues for the
first quarter of 2006 declined 16.2% from the same period last
year.

Operating income for the first quarter of 2006 increased
$91.8 million to $19.7 million from an operating loss of
$72.1 million for the first quarter of 2005.  The significant
improvement in operating income was driven by the Company's cost
containment actions, including reduced advertising costs both
in-store and online, lowered corporate overhead, and reduced store
labor.  The reduction in SG&A expenses was partially offset by a
$61.5 million decrease in gross profit mostly due to the decline
in total revenues.  Gross margin for the first quarter increased
to 56.1% from 55.8% for the same period last year largely due to a
change in the revenue mix between rental and retail.  Rental
revenues represented 74.5% of total revenues for the first quarter
of 2006 as compared to 71.4% for the same period last year.

The Company's balance sheet continued to strengthen during the
first quarter primarily driven by the improvement in profitability
and a focus on maximizing the Company's cash flow.

Cash flow provided by operating activities increased by
$150.7 million to $41.0 million for the first quarter of 2006
from a $109.7 million deficit for the first quarter of 2005.
Free cash flow -- net cash flow provided by operating activities
less capital expenditures -- increased by $181.0 million to
$32.9 million for the first quarter of 2006 from a negative
$148.1 million for the first quarter of 2005.

The outstanding balance on the Company's revolving credit facility
decreased by $75.0 million during the quarter to $60.0 million at
March 31, 2006.  As a result, borrowing capacity under the
revolving credit facility increased to $238.9 million at
March 31, 2006.

                      2006 Business Outlook

The Company continues to focus on profitability improvements and
market share growth and is on track to reduce its SG&A costs above
the store level and significantly lower its capital expenditures
year-over-year.  In addition, the Company expects to meet its goal
of two million BLOCKBUSTER Online subscribers by the end of 2006.
The Company believes that its rental offering at domestic company-
operated stores, which no longer includes extended viewing fees,
combined with BLOCKBUSTER Online will continue to have a positive
impact on its domestic same-store rental revenues and enable it to
outperform the domestic rental industry in 2006.

                       About Blockbuster

Blockbuster Inc. (NYSE: BBI, BBI.B) -- http://www.blockbuster.com/
-- is a global provider of in-home movie and game entertainment,
with more than 9,000 stores throughout the Americas, Europe, Asia
and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Moody's Investors Service affirmed Blockbuster Inc. long-term debt
ratings and its SGL-3 speculative grade liquidity rating:

   * Corporate family rating at B3;
   * Senior secured bank credit facilities at B3; and
   * Senior subordinated notes at Caa3.

Standard & Poor's Ratings Services lowered, in November 2005, its
corporate credit and bank loan ratings on Blockbuster Inc. to 'B-'
from 'B' and the subordinated note rating to 'CCC' from 'CCC+'.
S&P said the outlook is negative.

Fitch downgraded, in August 2005, Blockbuster Inc.'s:

    -- Issuer default rating (IDR) to 'CCC' from 'B+';

    -- Senior secured credit facility to 'CCC' from 'B+' with an
       'R4' recovery rating;

    -- Senior subordinated notes to 'CC' from 'B-' with an 'R6'
       recovery rating.

Fitch said the Rating Outlook remains Negative.


CALPINE CORP: Court OKs Payment of Prepetition Property Tax Claims
------------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
increase the Initial Property Tax Cap by another $12,000,000 -- up
to $37,000,000 -- to enable them to pay, in their sole discretion,
certain undisputed prepetition Property Taxes to the relevant
Taxing Authorities in the ordinary course of business.

                   Debtors Want Tax Cap Raised

Matthew A. Cantor, Esq., at Kirkland and Ellis LLP, in New York,
recounts that in the Property Tax Order, the Court set
$25,000,000 as the maximum amount the Debtors may pay for
prepetition property tax claims -- the Initial Property Tax Cap.

Mr. Cantor says that since several other Debtor affiliates that
owe prepetition Property Taxes commenced their Chapter 11 cases
following Calpine's bankruptcy filing, the Debtors are about to
exhaust the Initial Property Tax Cap.  To date, the Debtors have
expended approximately $24,900,000 under the Initial Property Tax
Cap.

The Debtors tell the Court that the failure to pay certain
undisputed prepetition Property Taxes could trigger a material
adverse impact on their ability to operate in the ordinary course
of business and Taxing Authorities may cause the Debtors to be
audited.  Mr. Cantor notes that a significant amount of certain
prepetition Property Taxes is due by the end of March and in
early April 2006.

                     Judge Lifland's Decree

The banks and other financial institutions on which checks were
drawn or electronic payment request made in payment of the
prepetition obligations approved are authorized to receive,
process, honor and pay all checks presented for payment and
related to the Property Taxes, provided that sufficient funds are
available in the Debtors' bank accounts to cover the payments.

The Debtors are authorized to reissue any check, electronic
payment or otherwise that was drawn in payment of any prepetition
amount that is not cleared by a depository.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Disclosure Hearing Continued to June 15
-----------------------------------------------------------------
The Hon. Elizabeth L. Perris will continue on June 15, 2006, at
1:30 p.m., the hearing to consider the Disclosure Statements
accompanying the competing Plans of Reorganization filed by the
Archdiocese of Portland in Oregon and the Tort Claimants
Committee.

The U.S. Bankruptcy Court for the District of Oregon directs the
Archdiocese and the Tort Committee to file revised Disclosure
Statements on or before May 22, 2006.  Judge Perris found the
information in both Disclosure Statements inadequate in relation
to Section 1125 of the Bankruptcy Code.

Parties-in-interest may file objections to the revised Disclosure
Statements on or before June 7, 2006.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Dist. Court Stays Document Production in Portland
------------------------------------------------------------------
On Jan. 14, 2005, the Bankruptcy Court directed the Archdiocese of
Portland in Oregon to produce the personnel records of 37 priests
against whom complaints of sexual misconduct with a minor had been
made, except that the priests' medical records were "subject to
the right of an attorney representing such priest to lodge
objections to the production of such documents with the court."

Michael B. Merchant, Esq., at Black Helterline LLP, in Portland,
Oregon, relates that the Archdiocese withheld the medical records
of several priests.  The Archdiocese also identified the priests
whose records were withheld in a privilege log.

Of all the priests' medical records withheld, none, except Father
J's and Father M's records, pertains to diagnosis or treatment
following allegations of sexual misconduct.

Father M objected to the discovery request asserting that his
medical record is privileged and not subject to production.

In the course of the proceedings, Father J and Father M entered
into stipulation directing the Archdiocese to produce their
records for in camera review only.  Subsequently, the Court ruled
that Father M's records are not protected from disclosure by the
"psychotherapist-patient privilege."  The Court directed the
Archdiocese to produce to the tort claimants, through Erin K.
Olson, Esq., in Portland, Oregon, documents in the Archdiocese's
personnel file for Father M, which are identified by Bates Nos.
7118-7121.

Father M took an appeal from Judge Perris' order to the U.S.
District Court for the District of Oregon.

At Father M's request, Judge Perris stayed the execution of her
Order to permit Father M to seek a stay pending appeal from the
District Court.

            District Court Stays Document Production

Consequently, at Father M's behest, District Court Judge Michael
Mossman stays the proceedings with respect to the discovery on
Father M's medical records until the time that the District Court
has considered and issued a final determination of the issues on
appeal.

Mr. Merchant says the stay is necessary otherwise Father M's
confidential medical records will be published and his appeal will
become moot.

In the event there is delay in the Appeal, Judge Mossman tells the
Tort Claimants that they may ask the District Court to alter or
amend the term of the stay.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEQUEL COMMS: S&P Rates Proposed $675 Mil. Credit Facility at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to the
proposed $675 million senior secured second-priority credit
facility of Cequel Communications, LLC (formerly known as Cebridge
III, LLC).  The loan rating is 'B-' (two notches below the 'B+'
corporate credit rating on the borrower) with a recovery rating of
'5', indicating the expectation for negligible (0%-25%) recovery
of principal in the event of a payment default.  These ratings are
based on preliminary information and remain subject to review upon
receipt of final documentation.

Standard & Poor's rated the borrower's $2.2 billion senior secured
first-priority credit facility on April 17.  The first-priority
facility was rated 'B+' (at the same level as the corporate credit
rating) with a recovery rating of '2', indicating the expectation
for substantial (80%-100%) recovery of principal in the event of a
payment default.  Subsequent to Standard & Poor's rating the
first-priority facility, the borrower's name was changed to Cequel
Communications, LLC from Cebridge III, LLC, and the facility was
upsized to $2.3 billion.  The additional second-priority financing
was anticipated at the time the first-priority facility was rated.
Neither the upsizing nor the additional financing affects the
ratings on the first-priority facility.

Proceeds from the proposed second-priority transaction, in
conjunction with $2.1 billion of senior secured first-priority
debt, will be used to finance the acquisition of cable systems
from Cox Communications Inc. and Charter Communications Inc.
The remaining balance of first-priority debt consists of a
$200 million revolver, which will be undrawn at the time of
closing. Pro forma for the cable system acquisitions, Cequel
(which does business under the brand name Cebridge Connections)
is the eighth-largest cable company in the U.S., providing video,
data, and voice communications services to approximately 1.3
million basic video subscribers located in 15 states, with
concentrations in Texas, Louisiana, and West Virginia.

The corporate credit rating on Cequel is 'B+'.  The rating outlook
is stable.

"The rating reflects mature revenue growth prospects for basic
video services, competitive pressure on the company's video
customer base from direct-to-home satellite TV providers,
integration risks associated with the Cox and Charter cable system
acquisitions, the potential for increased high-speed data and
video competition from telephone companies, and a highly
leveraged financial profile," said Standard & Poor's credit
analyst Susan Madison.  "Partly tempering these factors are the
company's position as the still-dominant provider of pay
television services in its markets, revenue growth opportunities
from high-speed data and advanced video services, and growth
potential from cable telephony."

Ratings List:

Cequel Communications, LLC (formerly Cebridge III, LLC):

  * Corporate credit rating                 B+/Stable/--
  * $2.3B first-priority credit facility    B+ (Recov rtg: 2)

Rating Assigned:

  * $675M second-priority credit facility   B- (Recov rtg: 5)


CERTIFIED HR: Ch. 11 Trustee Settling Fraudulent Conveyance Suit
----------------------------------------------------------------
James S. Feltman, the chapter 11 trustee overseeing Certified HR
Services Company's bankruptcy cases, asked the U.S. Bankruptcy
Court for the Southern District of Florida to approve a settlement
agreement with:

   * Certified Services, Inc.,
   * 02HR, LLC,
   * Midwest Merger Management,
   * W. Anthony Huff,
   * Danny Leo Pixler,
   * Brentwood Capital Corporation,
   * Charles Spinelli
   * the Certified subsidiaries, and
   * the 02HR subsidiaries.

The Settlement Agreement calls for:

   * the sale of certain of the Debtor's assets to 02HR, LLC, free
     and clear of all liens, claims and encumbrances, and

   * the assumption and assignment of certain of the Debtor's
     contracts to 02HR, LLC.

The settlement agreement resolves a dispute arising from the
fraudulent transfer and constructive trust claims lawsuit (Adv.
Pro. No. 05-2110) commenced by Mr. Feltman against these entities.

A hearing was scheduled on April 25, 2006, before the Court to
consider approval of the settlement.  Bankruptcy Court records
don't show whether that hearing occurred or if it did, what
happened.

Mr. Feltman also proposes a settlement with Laurus Master Fund,
Ltd.  That Settlement Agreement provides that Laurus will hold a
$400,000 secured claim, which will be paid by the end of 2006.

A copy of the chapter 11 trustee's motion on the settlement
agreement with Laurus Master Fund, Ltd., is available at no charge
at http://bankrupt.com/misc/Certified_HR.pdf

Certified HR Services Company fka The Cura Group, Inc. filed for
chapter 11 protection on May 12, 2005 (Bankr. S.D. Fla. Case No.
05-22912).  James S. Feltman was appointed as the Company's
chapter 11 trustee on May 26, 2005.  John H. Genovese, Esq., at
Genovese Joblove & Battista, P.A. represents the chapter 11
trustee.


CHASE MORTGAGE: Moody's Holds Low-B Ratings on Five Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of eight classes of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2000:

   * Class A-1, $55,135,758, Fixed, affirmed at Aaa
   * Class A-2, $442,457,420, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $26,779,086, Fixed, upgraded to Aaa from Aa1
   * Class C, $34,166,423, Fixed, upgraded to Aaa from A1
   * Class D, $12,004,419, Fixed, upgraded to Aa1 from A2
   * Class E, $23,085,420, WAC, upgraded to A1 from Baa2
   * Class F, $12,927,835, WAC, upgraded to Baa1 from Baa3
   * Class G, $12,927,835, Fixed, upgraded to Baa3 from Ba1
   * Class H, $18,468,337, Fixed, affirmed at Ba2
   * Class I, $5,540,501, Fixed, affirmed at Ba3
   * Class J, $7,387,334, Fixed, affirmed at B1
   * Class K, $7,387,335, Fixed, affirmed at B2
   * Class L, $3,693,667, Fixed, affirmed at B3

As of the April 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 8.6% to
$674.9 million from $738.7 million at securitization.  The
Certificates are collateralized by 79 loans secured by commercial
and multifamily properties.  The loans range in size from less
than 1.0% to 6.2% of the pool, with the ten largest loans
representing 42.8% of the outstanding pool balance.  Fifteen
loans, representing 20.2% of the pool balance, have defeased and
are collateralized by U.S. Government securities.  The defeased
loans include 32-42 Broadway, the second largest loan in the pool.

No loans have been liquidated from the trust and there are no
realized losses.  Three loans, representing 2.4% of the pool, are
in special servicing.  Moody's estimates a loss of approximately
$3.8 million for these loans.  Twenty-one loans, representing
29.5% of the pool, are on the master servicer's watchlist.

Moody's was provided with partial or year-end 2005 operating
results for 96.3% of the performing loans.  Moody's loan to value
ratio is 85.0%, compared to 83.3% at Moody's last review in May
2005 and compared to 84.3% at securitization.  Based on Moody's
analysis, 21.0% of the pool has a LTV greater than 100.0%,
compared to 0.0% at securitization.  The upgrade of Classes B, C,
D, E, F, and G is due to a relatively high percentage of defeased
loans, increased subordination levels and stable overall pool
performance.

The top three loans represent 16.0% of the pool.  The largest loan
is the 111 Livingston Street Loan, which is secured by a 406,000
square foot Class B office building located in Brooklyn, New York.
The largest tenants include the Legal Aid Society and the State of
New York Disability Office.  The loan is on the master servicer's
watchlist due to the failure of the borrower to complete
substantial required repairs by a specified due date.  The
property's performance has improved since securitization. Moody's
LTV is 71.1%, compared to 68.9% at Moody's last review and
compared to 73.9% at securitization.

The second largest loan is the Embassy Suites Atlanta-Buckhead
Loan, which is secured by 317-room full service hotel located in
the Buckhead submarket of Atlanta, Georgia.  Occupancy and ADR are
80.0% and $132.82, compared to 77.1% and $142.87 at
securitization.  RevPAR has decreased to $106.42 from $110.15 at
securitization.  Moody's LTV is 88.3%, compared to 97.3% at
Moody's last review and compared to 76.9% at securitization.

The third largest loan is the Cross County Plaza Loan, which is
secured by a 352,000 square foot retail center located in West
Palm Beach, Florida.  The largest tenants include Kmart and Winn
Dixie.  The loan is on the master servicer's watchlist due to a
decline in income.  Moody's LTV is 83.2%, compared to 83.9% at
Moody's last review and compared to 82.4% at securitization.

The collateral properties are located in 18 states with
approximately 66.1% of the pool balance concentrated in five
states.  The highest state concentrations are California, Texas,
New York, Florida and Georgia.  The pool's collateral is a mix of
multifamily, retail, U.S. Government securities, office, lodging
and industrial.  All of the loans are fixed rate.


CITGO PETROLEUM: Hires UBS Investment to Market Asphalt Unit
------------------------------------------------------------
CITGO Petroleum Corporation's Board of Directors commissioned UBS
Investment Bank to conduct due diligence and solicit potential
buyers for CITGO Asphalt Company.

"This is part of a policy to continually review all of our
assets," said Felix Rodriguez, CITGO president and CEO.  "As a
result, the board has decided to focus on our core, strategic
business."

CARCO is the largest supplier of asphalt on the U.S. East Coast,
and operates two specialized asphalt refineries in Paulsboro, New
Jersey, (84,000-bpd), and Savannah, Georgia, (28,000-bpd).  The
refineries typically process very heavy Venezuelan crude oil.

"Our market reach, product quality, industry leadership and assets
are all valuable," said Freddy Caraballo, CARCO president.  "But
it is our employee's knowledge of the asphalt business that will
be valued the most by any potential buyer."

                            About Citgo

Headquartered in Houston, Texas, CITGO -- http://www.citgo.com/--  
is owned by PDV America, an indirect, wholly owned subsidiary of
Petroleos de Venezuela S.A., the state-owned oil company of
Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                         *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.


COKER CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Coker Construction Companies, L.P.
        The Coker Building, Suite 301
        600 Walnut Street
        McKeesport, Pennsylvania 15132

Bankruptcy Case No.: 06-21879

Type of Business: The Debtor is a project contractor.  The
                  Debtor's affiliate, SAC Development, L.P.,
                  previously filed for chapter 11 protection on
                  April 26, 2006 (Bankr. W.D. Pennsylvania, Case
                  No. 06-21823).

Chapter 11 Petition Date: April 28, 2006

Court: Western District of Pennsylvania (Pittsburgh)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has until May 15, 2006, to file a list of its 20
largest unsecured creditors.


CURATIVE HEALTH: Court Gives Final Nod on Linklaters as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its final approval for Curative Health Services, Inc., and
its debtor-affiliates to retain Linklaters as their bankruptcy
counsel.

Linklaters will:

    a. advise the Debtors of their rights, powers and duties as
       debtors-in-possession under chapter 11 of the Bankruptcy
       Code;

    b. prepare, on behalf of the Debtors, all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports, to be filed
       in these chapter 11 cases;

    c. advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served in these chapter 11
       cases;

    d. advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements and
       related transactions;

    e. review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of such liens;

    f. advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

    g. as necessary, counsel the Debtors in connection with the
       formulation, negotiation and promulgation of any amendments
       to the Prepackaged Plan or the Disclosure Statement and any
       related documents;

    h. advise and assist the Debtors in connection with any
       potential property dispositions;

    i. advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections and
       lease restructurings and recharacterizations;

    j. assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

    k. commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization;

    l. provide corporate, executive compensation, finance,
       litigation, securities and tax expertise and other general
       nonbankruptcy services to the Debtors to the extent
       requested by the Debtors; and

    m. perform all other necessary or appropriate legal services
       in connection with these chapter 11 cases for or on behalf
       of the Debtors.

Martin N. Flics, Esq., a partner at Linklaters, tells the Court
that he will bill $700 per hour for this engagement.  Mr. Flics
discloses that the Firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Senior Partner                    $700
         Middle Partner                    $655
         Junior Partner                    $605
         Consultant                        $600
         Senior Associate                  $515
         Mid-Level Associate               $425
         Junior Associate               $340 - $420
         Paralegal                         $195

Mr. Flics further discloses that the firm will provide a 10%
discount on all fees incurred in this engagement in excess of the
first $200,000 incurred.

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

Mr. Flics can be reached at:

         Martin N. Flics, Esq.
         Linklaters
         1345 Avenue of the Americas
         New York, New York 10105
         Tel: (212) 903-9000
         Fax: (212) 903-9100

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.  No Committee of Unsecured Creditors
has been appointed in the Debtors' chapter 11 cases.  The Debtors
financial condition as of Sept. 30, 2005 showed $155,000,000 in
total assets and $255,592,000 in total debts.


CURATIVE HEALTH: Has Until June 30 to File Schedules & Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
waived the requirement of Curative Health Services, Inc., and its
debtor-affiliates to file their schedules for plan confirmation if
the Court confirms the plan before June 30, 2006.

The Debtors gave the Court four reasons why the filing of their
schedules should not be required:

    (a) there are only 48 known prepetition general unsecured
        creditors, other than Senior Noteholders, as Mar. 27,
        2006;

    (b) they have provided a going concern valuation in the
        Disclosure Statement and provided estimated recovery
        percentages to holders of claims against the
        Debtors;

    (c) the Debtors have received the requisite votes to confirm
        the Prepackaged Plan; and

    (d) filing their schedules and statements will result in an
        unnecessary burden to the debtors.

In the event the plan is not confirmed, the Debtors are required
to file their schedules of assets and liabilities, schedules of
executory contracts and unexpired leases, lists of equity security
holders, and statements of financial affairs by June 30, 2006.

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.  No Committee of Unsecured Creditors
has been appointed in the Debtors' chapter 11 cases.  The Debtors
financial condition as of Sept. 30, 2005 showed $155,000,000 in
total assets and $255,592,000 in total debts.


CURATIVE HEALTH: Disclosure & Plan Objections Due by May 3
----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York set May 3, 2006, at 4:00 p.m., as
the deadline to file objections to the adequacy of the Disclosure
Statement explaining Curative Health Services Inc. and its debtor-
affiliates' Prepackaged Chapter Plan of Reorganization and
confirmation of that plan.

A copy of any objections to the Debtors' Prepackaged Plan or the
Disclosure Statement must be sent to:

   a) Counsel to the Debtors:

      Martin N. Flics, Esq.
      Brian E. Greer, Esq.
      Linklaters
      1345 Avenue of the Americas
      New York, NY 10105

   b) the Debtors:

      Curative Health Services, Inc.
      Attn: Kimberlee C. Seah
      61 Spit Brook Road
      Executive Tower, Suite 505
      Nashua, New Hampshire 03060

   c) the U.S. Trustee:

      Office of the U.S. Trustee
      Attn: Lisa L. Lambert, Esq.
      33 Whitehall Street, Suite 2100
      New York, NY 10004

   d) Counsel to the Ad Hoc Committee:

      Edward G. Perrault, Esq.
      Bingham McCutchen LLP
      One State Street
      Hartford, CT 06103

   e) Counsel to the Debtors' prepetition & postpetition secured
      lenders:

      Marc L. Hamroff, Esq.
      Leslie A. Berkoff, Esq.
      Moritt Hock Hamroff & Horowitz LLP
      400 Garden City Plaza
      Garden City, NY 11530

   f) Counsel to any Official Committee appointed in the Debtors'
      chapter 11 cases.

The Court has ordered that a meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened in the
Debtors' chapter 11 cases.

As previously reported, the Court scheduled a combined hearing on
May 8, 2006, to determine the adequacy of the Debtors' Disclosure
Statement and confirmation of their Prepackaged Chapter Plan of
Reorganization.

                      Treatment of Claims

Under the Plan,

    * Administrative Expense Claims;
    * Professional Compensation and Reimbursement Claims;
    * DIP Claims; and
    * Priority Tax Claims,

will be paid in full.

Secured Bank Claims will be paid in full from the proceeds of the
DIP Financing.

Other secured claims and other priority claims of:

    * Curative Health;
    * Apex Therapeutic Care, Inc.; and
    * Ebiocare.com, Inc.,

will be paid in full.

Holders of Allowed Senior Note Claims will be paid in cash
approximately equal to 54.9% of their Senior Note Claim, unless a
holder of an Allowed Senior Note Claim:

    (a) is an accredited investor or qualified institutional
        buyer,

    (b) holds Senior Notes in an aggregate principal face
        amount equal to or greater than $1 million, and

    (c) elects to receive its Pro Rata Share of New CURE Stock and
        Cash Consideration the value of which, on the Effective
        Date, will not exceed approximately 54.9% of the holder's
        Senior Note Claim.

Holders of Curative general unsecured claims will receive a
promissory note in face amount equal to approximately 56% of their
claims.

Apex general unsecured claims will also receive a promissory note
equal to approximately 5.2% of their claims while eBioCare general
unsecured claims will receive a promissory note equal to
approximately 5.9%.

Holders of general unsecured claims may elect to receive cash
payment equal to 50% of the face amount of the holder's applicable
promissory note.

All Intercompany Claims will be extinguished.  Holders of Equity
Interests in the Debtors will receive nothing and those interests
will be cancelled.

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.  No Official Committee of Unsecured
Creditors has been appointed in the Debtors' cases.  The Debtors
financial condition as of Sept. 30, 2005 showed $155,000,000 in
total assets and $255,592,000 in total debts.


D'ARCY LABORATORIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: D'Arcy Laboratories, LLC
        2015 Southwest 2nd Street
        Pompano Beach, Florida 33069
        Tel: (954) 334-1000

Bankruptcy Case No.: 06-11589

Type of Business: The Debtor develops and manufactures skin care
                  products.  See http://www.darcyskincare.com

Chapter 11 Petition Date: April 27, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  Kluger Peretz Kaplan & Berlin, P.L.
                  2385 Northwest Executive Center Drive
                  #300 Boca Raton, Florida 33431
                  Tel: (561) 961-1830
                  Fax: (561) 961-1831

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wormser Corp.                    Trade Debt            $369,158
49 Smith Street
Englewood, NJ 07631

Chicago Aerosol                  Trade Debt            $285,835
1300 North Street
Coal City, IL 60416

Norden, Inc.                     Trade Debt            $106,847
230 Industrial Parkway
Branchburg, NJ 08876

Sorg & Associates, Inc.          Trade Debt             $56,080

US Filter                        Trade Debt             $53,477

Atlantic Business Center L.C.    Trade Debt             $47,636

IC Industries, Inc.              Trade Debt             $44,154

Disc Graphics                    Trade Debt             $24,022

Kappa Laboratories, Inc.         Trade Debt             $18,835

Ablest Staffing Services         Trade Debt             $15,957

Uniquely EMU Oil Products, Inc.  Trade Debt             $15,300

Custom Chemical Services         Trade Debt             $14,769

Tectubes                         Trade Debt             $12,893

Berry Plastics                   Trade Debt             $12,000

ALLIAN                           Trade Debt             $11,500

Pac Net Inc.                     Trade Debt             $10,035

Jeen International               Trade Debt              $9,614

Stephan, Oringher, et. al.       Trade Debt              $9,560

FPL                              Trade Debt              $8,031

EMD Chemicals, Inc.              Trade Debt              $7,750


DANA CORP: Transferring $1.57 Million Equipment to Mexico Plant
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates notify the U.S.
Bankruptcy Court for the Southern District of New York that they
will transfer production equipment and associated assets to
facilities in Queretaro, Mexico, and Mexico City, Mexico.

The facilities are operated by subsidiaries of Spicer S.A. de
C.V., a Mexican joint venture in which the Debtors hold a 49%
equity interest.

Corinne Ball, Esq., at Jones Day, in New York, relates that,
historically, Dana Corporation has owned, and operated a number
of production facilities in Mexico.  Dana holds 49% ownership
interest in Spicer, which, together with its subsidiaries,
currently manufactures transmissions, gaskets, axles, propeller
shafts and gears and conduct forging operations at a number of
different facilities in Mexico.  A subsidiary of DESC
Corporativo, a publicly traded Mexican corporation, owns the
remaining interest in Spicer.

The Debtors are currently in the process of negotiating and
documenting with DESC an unwinding of the Spicer joint venture,
under which (x) certain of the Debtors will acquire sole
ownership of, among others, the Dana Spicer Subsidiaries, which
are involved in the manufacture of axles, driveshafts and gears
and the casting and forging businesses, and (y) DESC will acquire
sole ownership of the remaining Spicer Entities.

Ms. Ball tells the Honorable Burton R. Lifland that the Dana
Spicer Subsidiaries' businesses fit well with the Debtors' core
business operations and their long-term business strategy.  In
addition, the facilities owned by the Dana Spicer Subsidiaries
currently have significant unused physical space, which can
accommodate additional production capacity for the Debtors.

To function in the highly competitive auto-parts industry, the
Debtors, according to Ms. Ball, have been exploring opportunities
to move production of certain parts to lower cost production
centers.  Moving the Assets from facilities in the United States
to the unused space in the Dana Spicer Facilities is one part of
the Debtors' plan to resource parts production to facilities with
lower operating costs.

To keep production running so that the Debtors can continue to
fulfill customer orders on a timely basis, it is necessary to
commence the relocation of the Assets even before the date on
which the Debtors anticipate closing on the purchase of the Dana
Spicer Subsidiaries in the Transaction, Ms. Ball avers.

The Debtors will transfer:

    -- three heat treating furnaces from a facility in
       Statesville, North Carolina, to a facility in Queretaro,
       Mexico, owned by Engranes Conicos, S.A. de C.V.  The
       furnaces have estimated fair market value of $90,000;

    -- various machinery used in the machining of differential
       cases from a facility in Fort Wayne, Indiana, to a
       facility in Mexico City, Mexico, owned by Ejes Tractivos,
       S.A. de C.V.  The machinery has an estimated fair market
       value of $133,705;

    -- various machinery used in the assembly of differential
       cases from a facility in Fort Wayne, Indiana, to the Etrac
       Facility.  The machinery has an estimated fair market
       value of $75,218;

    -- electrical distribution equipment, which has fair market
       value of $350, from a facility in Syracuse, Indiana, to
       the Etrac Facility; and

    -- Slip Yolks Line 2 and equipment used to manufacture idle
       steering joints from a facility in Bristol, Virginia, to a
       facility in Queretaro, Mexico, owned by Cardanes, S.A. de
       C.V.  The equipment have fair market value of $1,270,000.

The Debtors estimate that moving the Assets to Mexico will cost
them $986,199.

The Debtors will retain ownership of all of the Assets even after
the Proposed Transfers, and the Assets will be leased to the Dana
Spicer Subsidiaries.

Following the transfers of the Assets, the Debtors will execute
leases pursuant to which the Dana Spicer Subsidiaries will lease
the Assets from the Debtors.

Under the Leases, the Dana Spicer Subsidiaries will make rental
payments to the Debtors equal to the arm's-length rent that the
Debtors would charge a third party to lease the Assets, which
payments will commence once the Assets are installed in the Dana
Spicer Facilities and production has begun at those facilities
using the Assets.  The Debtors anticipate that they will have
consummated the Spicer Transaction by the date on which rental
payments will commence under the Leases.

The Debtors are not proposing to assume and assign or reject any
executory contracts or unexpired leases in connection with the
Proposed Transfers.  No broker commissions will be paid in
connection with Proposed Transfers.  With the exception of the
Debtors' DIP Lenders, no parties hold liens in the Assets or are
asserting other interests in the Assets.

The Proposed Transfers are permitted under the Debtors' DIP
financing arrangements with their DIP Lenders.  The Debtors are
not aware of any parties asserting Option Rights in the Assets.

The Proposed Transfers relate to the Debtors' Court-approved de
minimis asset sale procedure as modified pursuant to the Official
Committee of Unsecured Creditors' request.

As reported in the Troubled Company Reporter on Apr. 19, 2006,
the Committee requested the modifications with respect to the
procedures for selling assets to third parties and any proposed
transactions among the Debtors and non-Debtor affiliates to enable
it to effectively monitor any proposed transactions.

                      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 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).


DANA CORP: P. Schoenfeld Wants To Trade In Debtors' Securities
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized P. Schoenfeld Asset Management, a member of the
Official Committee of Unsecured Creditors in Dana Corporation and
its debtor affiliates' chapter 11 cases, to trade in securities
of, and claims against, the Debtors during the pendency of their
Chapter 11 cases.

Michael J. Kelly, Esq., at Willkie Farr & Gallagher LLP, in New
York, told Judge Lifland that PSAM will implement a "Screening
Wall" -- a procedure established by an institution to isolate its
trading activities from its activities as a member of an official
committee of unsecured creditors in a Chapter 11 case.

The Screening Wall includes, among other things, the employment
of different personnel to perform certain functions, physical
separation of the office and file space, procedures for locking
committee related files, and the restriction of access to e-mails
and servers.

Mr. Kelly assured the Court that the Screening Wall will prevent
PSAM's personnel from the use or misuse of non-public information
obtained by its personnel engaged in Committee-related activities
and also will preclude its personnel from receiving inappropriate
information regarding PSAM's trading in the Claims in advance of
the trades.

PSAM will cause to be filed with the Court a declaration stating
that it will comply with the Screening Wall.

PSAM, as the only bondholder member of the Creditors Committee,
owes fiduciary duties to the creditors of these estates as well
to its clients through trading securities, Mr. Kelly noted.  To
the extent that PSAM is barred from trading or investing in the
Claims during the pendency of the Debtors' cases because of its
duties to other creditors, PSAM:

   -- may risk the loss of a beneficial investment opportunity
      for itself or its clients and,

   -- may breach its fiduciary duty to its clients and may be
      compelled to resign from the Committee because of its
      inability to trade for the benefit of itself and its
      clients.

Mr. Kelly noted that the Court has granted similar requests by
creditors committee members in these Chapter 11 cases:

    -- In re Calpine Corporation, et al.,
    -- In re Solutia Inc., et al.,
    -- In re Loral Space & Communications Ltd.,
    -- In re Adelphia Communications Corporation, et al.,
    -- In re WorldCom, Inc.,
    -- In re Global Crossing Ltd.,
    -- In re Enron Corp., and
    -- In re Dairy Mart Convenience Stores, Inc.

                      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 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).


DANA CORP: Wants to Walk Away from 35 Equipment Leases
------------------------------------------------------
Dana Corporation and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York
to reject 35 unexpired leases for various equipment and other
items.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Leases are not necessary to the Debtors' ongoing business
operations or restructuring efforts.  In addition, the Leases do
not have any realizable value in the marketplace.

The Debtors' obligations under the Leases aggregate approximately
$244,000 per month and $2,900,000 per year.  The Debtors believe
that maintaining the Leases would unnecessarily deplete the
assets of their estates to the direct detriment of their
creditors.

The Debtors request that the rejection of the Leases be effective
April 30, 2006, with the exception of a Bombardier Challenger
aircraft sublease with CCD Air 50, LLC.  The Debtors want the
rejection of the Sublease to be effective March 30, 2006, the
return date of the Aircraft.

A schedule of the Leases is available for free at:

               http://ResearchArchives.com/t/s?851

                      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 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).


DELPHI CORP: General Motors Fights Proposed Contracts Rejection
---------------------------------------------------------------
General Motors Corporation and Appaloosa Management L.P. objected
to the proposed rejection by Delphi Corporation and its debtor-
affiliates of Delphi's executory supply contracts with General
Motors.

As reported in the Troubled Company Reporter on April 7, 2006, the
Debtors asked the U.S. Bankruptcy Court for the Southern District
of New York for authority to reject the supply contracts.

The Debtors are restructuring their unprofitable supply
relationships with GM.  After studying the deteriorating financial
health of their U.S. operations, the Debtors  identified 21
operational sites that generate significant, and increasing,
operating losses.  The sites, which primarily produce parts for GM
vehicles, are projected to generate $2.1 billion in operating
losses in 2006.

           Prove Validity of Business Judgment, GM Says

General Motors Corporation asserts that the Debtors' request
should be denied because Delphi Corporation failed to demonstrate
that its business judgment is valid for many reasons, including
its failure to disclose:

   (a) financial calculations;

   (b) financial assumptions;

   (c) consideration or lack of consideration of the impact of
       its proposed rejections on its business; and

   (d) reliance or non-reliance on obtaining relief from its
       union contracts.

GM reserves its rights to file a complete, final objection after
discovery and to seek discovery from the Debtors as to any and
all facts and allegations asserted.

                        Appaloosa Backs GM

The Debtors will not respond to discovery requests unless the
party seeking it has filed an objection in response to one of
Debtors' motions.   Appaloosa Management L.P. believes that this
is a delay tactic that results in needless expense to the Debtors'
estates and to parties-in-interest.

Based on the limited facts and analysis presented, Appaloosa asks
the Court to deny the Debtors' request because they have not
demonstrated that rejection of the GM contracts represents the
sound exercise of their business judgment.

Appaloosa reserves its rights to supplement its preliminary
objection upon receipt of further discovery.

                        About Delphi Corp

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Creditors Have Until July 31 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set July 31, 2005 as the deadline for filing proofs of claim in
the Chapter 11 cases of Delphi Corporation and its debtor-
affiliates.

As reported in the Troubled Company Reporter on April 4, 2006, the
Debtors asked the Court to set the July 31 bar date in order to
compile complete and accurate information regarding the nature,
amount, and status of all claims filed against them.

The Debtors also asked the Court to:

   (a) establish the later of (i) the General Bar Date or (ii) 30
       calendar days after a claimant is served with notice that
       the Debtors have amended their Schedules of Asset and
       Liabilities and Statements of Financial Affairs reducing,
       deleting, or changing the status of a scheduled claim of
       the claimant, as the bar date for filing a proof of claim
       in respect of the amended scheduled claim; and

   (b) establish the later of (i) the General Bar Date or (ii) 30
       calendar days after the effective date of any order
       authorizing the rejection of an executory contract or
       unexpired lease as the bar date by which a proof of claim
       relating to the Debtors' rejection of the contract or
       lease must be filed; and

   (c) approve the Debtors' proposed form and manner of notice of
       the Bar Date.

For any Proof of Claim Form to be validly and properly filed, the
original must either be mailed or delivered to:

    United States Bankruptcy Court,
    Southern District of New York,
    Delphi Corporation Claims,
    Bowling Green Station,
    P.O. Box 5058, New York,
    New York 10274-5058

    or

    United States Bankruptcy Court,
    Southern District of New York,
    Delphi Corporation Claims,
    One Bowling Green, Room 534,
    New York, New York 10004-1408.

Proofs of claim must (a) be signed, (b) include supporting
documentation or an explanation as to why documentation is not
available, (c) be written in the English language, and (d) be
denominated in United States currency.

All Persons and Entities which wish to assert Claims against more
than one Debtor be required to file a separate proof of claim
with respect to each Debtor.

Any Person or Entity which is required to file a proof of claim
but which fails to do so in a timely manner will be forever
barred, estopped, and enjoined from asserting any Claim against
the Debtors and voting upon, or receiving distributions under,
any plan or plans of reorganization in their cases in respect of
an Unscheduled Claim.

                        About Delphi Corp

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Reject CVG Financed Leases and Contracts
------------------------------------------------------------
Delta Air Lines (Other OTC:DALRQ) asked the U.S. Bankruptcy Court
for the Southern District of New York for permission to reject a
number of leases and agreements related to certain facilities that
were financed by 1992 special facility bonds at the
Cincinnati/Northern Kentucky International Airport -- CVG.  These
facilities include Delta's Terminal 3 and Concourse B at the
airline's second largest hub.  Delta emphasized, however, that it
remains committed to continuing full service to its CVG customers.

Lease and contract rejections are a normal part of the Chapter 11
restructuring process and are subject to court approval.  These
actions are typically required to allow a restructuring company to
meet its financial targets and achieve competitive costs in order
to successfully reorganize.  The Debtors said rejection of the
leases and agreements will reduce their real estate costs and
provide additional flexibility at its airport facilities.

"We are reviewing every airport location where we fly to ensure we
are utilizing airport facilities in the most efficient and cost-
effective way possible," Edward H. Bastian, Delta's executive vice
president, chief financial officer and head of the company's in-
court restructuring efforts, said.  "This action is an important
step towards achieving our financial goals and will allow Delta to
obtain greater flexibility in the event Delta's space needs at CVG
change."

In December 2005, Delta notified the Kenton County Airport Board
(KCAB) and UMB Bank, N.A., the trustee for the 1992 special
facility bonds (approximately $413.5 million outstanding), that it
needed to restructure the costs of these facilities and that
without a negotiated agreement it would expect to have to reject
the various leases and agreements related to such facilities.
Negotiations among the parties have failed to produce an
acceptable agreement related to restructuring relevant financial
and other obligations.  As a result, Delta concluded that it
should file today's motion prior to the May 1 end of the
negotiating period agreed to by the parties pursuant to an earlier
Court approved stipulation.

"We value our business relationship with KCAB and plan to work
closely with KCAB going forward," stated Mr. Bastian.  "Our goal
is to negotiate new agreements that are cost-effective, provide
flexibility and support our transformation plan objectives for the
use of these facilities."

"This action does not signal a reduced commitment by Delta to the
Cincinnati market.  In fact, this should have no impact on Delta
customers," emphasized Mr. Bastian.

Delta offers more than 400 average daily departures to 125 non-
stop destinations in the United States and the Bahamas from CVG.
The airline also recently announced new direct summer service to
such popular destinations as Cabo San Lucas and Anchorage, Alaska,
and is resuming its international summer service to Rome and
Amsterdam to supplement existing international service to London
Gatwick, Paris and Frankfurt.

The timing of the filing of the rejection motion corresponds with
the expiration of the negotiation period with KCAB and the bond
trustee.  Earlier in the week the judge presiding over Delta's
Chapter 11 restructuring process issued a ruling on a motion filed
by Comair, a wholly owned subsidiary of Delta, under section 1113
of the Bankruptcy Code to reduce certain labor costs.

"While it is a coincidence of timing, this week's Comair
development further reinforces the need to provide flexibility in
the restructuring of our Cincinnati operations," commented Mr.
Bastian.  "We are operating on borrowed money and borrowed time,
so it is important that we become cost competitive in every aspect
of our business as quickly as possible."

Delta is working to achieve $3 billion in additional annual
benefits by 2007, approximately one-third of which is targeted to
be delivered through in-court restructuring initiatives.  Barring
any disruptions, the company is on track to achieve approximately
70 percent of its business plan's benefits by the end of this
year, with the goal of successfully emerging from bankruptcy in
2007.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DEMMERT BUILDING: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Demmert Building Company, Inc.
        224 Seventh Street
        Garden City, New York 11530

Bankruptcy Case No.: 06-70942

Chapter 11 Petition Date: May 1, 2006

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Michael G. McAuliffe, Esq.
                  48 South Service Road
                  Melville, New York 11747
                  Tel: (631) 465-0044
                  Fax: (631) 465-0045

Total Assets: $3,616,608

Total Debts:  $1,257,746

Debtor's 5 Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Henry R. Hoke, III                      $35,000
11 Belknap Mountain Road
Guilford, NH 03249

LIPA                                     $2,182
333 Earle Ovington Boulevard
Uniondale, NY 11553

Keyspan                                  $1,261
P.O. Box 9083
Melville, NY 11747

Excellent Cleaning                       $1,073

Connors Associates, Ltd.                   $153


ENTERGY NEW ORLEANS: To Release 2006 1st Quarter Earnings on May 2
------------------------------------------------------------------
Entergy Corporation disclosed that it expects to report its first
quarter 2006 earnings, together with the quarterly results of
Entergy New Orleans, Inc.  ENOI's results will be reported as a
special item beginning in 2006 given the uncertainty that remains
for this business as it works toward emerging from bankruptcy.

A teleconference will be held today, May 2, 2006 at 10:00 a.m. CDT
to discuss Entergy's first quarter 2006 earnings announcement, and
may be accessed by dialing (719) 457-2621 no more than 15 minutes
prior to the start of the call.  The confirmation number is
6287406.  Internet users may also access the teleconference and
view presentation slides by visiting Entergy's website at
http://www.entergy.com/webcasts

A tape delay will be available and may be accessed by dialing
(719) 457-0820 until May 9, 2006.  The confirmation number is the
same.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ESE DUKE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Ese Duke
        fka Oghene Investments
        fka Duke Properties
        363 Bruaw Drive
        York, Pennsylvania 17402

Bankruptcy Case No.: 06-00823

Chapter 11 Petition Date: April 28, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff P.C.
                  2320 North Second Street
                  Harrisburg, Pennsylvania 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


EXTENSITY SARL: Systems Deal Cues Moody's to Review Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Extensity S.A.R.L.
on review for possible downgrade in light of the recent
announcement of an agreement by a subsidiary of Extensity to
acquire Systems Union Group plc, a United Kingdom based provider
of financial management and performance management software.  The
review reflects the integration risk of the relatively large cross
border acquisition and the possibility of increased leverage at
Extensity.

These ratings were placed under review for downgrade:

   * Corporate Family Rating -- B2
   * $50 million revolving credit facility due 2011 -- B2
   * $400 million senior secured first lien term loan
     due 2011 -- B2

On April 27, 2006, a newly formed subsidiary of Extensity, Sugar
Acquisition Limited, and Systems Union announced that they had
reached agreement for Sugar's cash acquisition of Systems Union
for approximately GBP220 million.  The details of the financing,
capital structure and integration strategies of the proposed
transaction have not been disclosed at this time.  The proposed
transaction is expected to close in July.

The review will focus on the debt levels in the new capital
structure, the integration plan for the two companies and
potential synergies to be gained from the combination.  Moody's
recognizes that the existing debt facilities may be refinanced as
part of the transaction upon which time their ratings would be
withdrawn.

Extensity is headquartered in Atlanta, Georgia.  It provides
financial applications to support a full-range of financial
functions for mid-to-large enterprises.  In addition, the
Company's industry specific applications provide critical
functionality for select vertical markets.  Extensity generated
pro forma revenues of $325 million, for the LTM period ending Nov.
30, 2005.


EXTENSITY SARL: Systems Merger Cues S&P to Put B Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured ratings on Atlanta, Georgia-based Extensity
S.a.r.l. on CreditWatch with negative implications following the
company's announcement that it intends to acquire Systems Union
Group plc, for $393 million.  Systems Union and Extensity are
providers of financial and performance management solutions.

Systems Union, which generated about $200 million in revenue in
2005, and about $30 million in EBITDA, has a European orientation
that complements Extensity's primarily U.S. customer base, and
modestly strengthens Extensity's current business risk profile.
The acquisition will be financed through equity capital to be
provided by:

   * Golden Gate Capital,

   * Extensity's equity sponsor,

   * a bridge facility, and

   * an increase in Extensity's existing senior secured credit
     facilities.

Extensity's current leverage measures, with debt/EBITDA of about
6x, are likely to weaken, depending on the final equity
contribution and the extent of cost savings and operational
synergies.

Standard & Poor's will evaluate the complete financing plan and
the expanded breadth of the combined businesses to determine the
final impact on the rating.


FIDELITY NATIONAL: Spin-out Prompts Moody's to Hold Ratings
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Fidelity
National Financial, Inc. (NYSE: FNF) and its various related
subsidiaries following the announcement by FNF that it would
change its organizational structure.  In addition to ultimate
parent FNF, the related rated entities include Fidelity National
Title Group, Inc. (NYSE: FNT); the primary title insurance
operating subsidiaries of FNT; Sedgwick CMS Holdings, Inc.; and
Fidelity National Information Services, Inc. (NYSE: FIS).  The
outlooks of these ratings remain stable.

The rating affirmation follows FNF's announcement that it would
eliminate the current holding company structure and effectively
create two separate public companies consisting of an insurance-
related group and a technology-related group.  The insurance group
will consist of the operations of the current FNT plus the various
insurance-related holdings of FNF which include a specialty
insurance segment and Sedgwick CMS, Inc.  The new insurance group
will be renamed FNF once the transaction is complete.  The
existing FNF will merge with the existing FIS to create a new
technology-focused entity that will be named FIS and will consist
of the assets of the old FIS.

In discussing the rationale for its affirmation, Moody's noted
that despite the significant shift in strategy and change in legal
structure, the overall result will consist of two entities that
will each have a very similar credit profile to their prior credit
profile as part of the combined entity.  Moody's had previously
rated the various units of FNF as separate entities based on their
"stand-alone" credit profile.

The further separation of FNT from FIS and the shift of ownership
of Sedgwick from FNF to FNT will not fundamentally change each
entity's stand-alone credit characteristics.  The addition of
operating subsidiaries, will add diversification and equity to
FNT, which Moody's considers a positive.  Overall, however, as a
result of the similar stand-alone characteristics of the
continuing entities, and the fact that the announced transaction
does not materially change the capital structure of the two new
groups, Moody's believes that the ratings of Fidelity National's
various entities are appropriately positioned.

Moody's also downgraded and will withdraw the senior note ratings
and provisional shelf ratings of FNF.  There are $6.6 million
outstanding of the original $250 million of FNF senior notes due
in August 2011, which were downgraded to Ba1 from Baa3.  The
majority of the original notes, however, were exchanged for
similar notes at FNT, and therefore are no longer outstanding.
Moody's stated in January 2006, that any senior notes remaining at
FNF, and not exchanged for equivalent notes at FNT, would be
downgraded to Ba1.  The rationale for the downgrade is the
structural subordination of FNF to FNT when FNT issued its own
debt.

These ratings of Fidelity National Financial, Inc., were
downgraded and will be withdrawn:

   * senior unsecured debt to Ba1 from Baa3;

   * prospective senior unsecured debt to (P)Ba1 from (P)Baa3;

   * prospective subordinated and junior subordinated debt to
     (P)Ba2 from (P)Ba1;

   * prospective preferred stock to (P)Ba3 from (P)Ba2.

Moody's also assigned a rating of Ba1 to the senior credit
facility of Fidelity National Financial, Inc., and a rating of
Baa3 to the senior credit facility of Fidelity National Title,
Inc.  These ratings replace the prior provisional ratings of
(P)Ba1 and (P)Baa3, respectively, assigned on October 14, 2005.

The last rating action regarding FNF and its subsidiaries took
place on Jan. 24, 2006, when Moody's assigned a B1 rating to the
senior secured credit facility of Sedgwick CMS.

Fidelity National Financial Inc., headquartered in Jacksonville,
Florida, provides title insurance and various related services on
a national scale.  Also headquartered in Jacksonville, Florida,
Fidelity National Title Group, Inc. is the nation's largest title
insurance company, while Fidelity National Information Services,
Inc., is a leading outsourced bank processor and mortgage
servicing company.

For the first quarter of 2006, Fidelity National Financial
reported total revenues of $2.4 billion and net income of
$106 million.  As of March 31, 2006, shareholders' equity was
$4.2 billion.


FINOVA GROUP: May Ask Del. Court to Stay Thaxton's Ch. 11 Cases
---------------------------------------------------------------
The Finova Group, Inc., threatened to ask the U.S. Bankruptcy
Court for the District of Delaware to stay the chapter 11 cases of
The Thaxton Group, Inc., if the Thaxton Debtors file a plan of
reorganization barring the Finova Debtors from appealing the
equitable subordination ruling the Delaware District Court handed
down against Finova, The Deal reports.

As reported in the Troubled Company Reporter on March 31, 2006,
the Delaware District Court handed down a partial judgment on an
action commenced by the Official Committee of Unsecured Creditors
appointed in the Thaxton cases against the Finova Entities.

                           The Dispute

The Thaxton Debtors owed Finova $108 million at Dec. 31, 2005,
under a senior secured loan agreement.

Through an Adversary Proceeding, the Thaxton Committee sought,
among other things, to avoid or equitably subordinate Finova's
liens and claims against the Thaxton Debtors and recover
$4 million of payments previously collected due to alleged
securities fraud, violations of banking laws and regulations,
preference payments and similar claims.

In 2003, the Thaxton Debtors were declared in default under their
loan agreement with Finova after they advised Finova that they
would have to restate earnings for the first two fiscal quarters
of 2003, and after suspending payments on their subordinated
notes.  As a result of the default, Finova exercised its rights
under the loan agreement, and accelerated the indebtedness.  The
Thaxton Debtors then filed for bankruptcy protection in the
U.S. Bankruptcy Court for the District of Delaware on Oct. 17,
2003, listing assets of approximately $206 million and debts of
$242 million.  The Thaxton Group had approximately 6,800 holders
of its subordinated notes that were issued in several states, with
total subordinated indebtedness of approximately $122 million.

                 Delaware District Court Ruling

The District Court found, among other things, that Finova engaged
in fraudulent conduct by purposefully structuring its Loan
Agreement in a way that allowed Thaxton to report to all of its
creditors, and particularly prospective note purchasers, that an
$8 million equity investment had been made, when in fact that
$8 million continued to be debt, and that this enabled Thaxton to
violate federal banking law.

                     Fourth Circuit Appeal

Finova is appealing an equitable subordination order entered in
Gregory v. Finova, Case No. 04-CA-2612, in the U.S. District Court
for the District of South Carolina, to the U.S. Court of Appeals
for the Fourth Circuit (Case No. 05-2118).  Briefs in the matter
are due in three weeks, The Deal reports.

Finova asked the Delaware Bankruptcy Court to terminate the
Thaxton Debtors' exclusive period, within which only the Thaxton
Debtors can file a chapter 11 plan.  The Delaware Bankruptcy Court
denied Finova's request.

                         About Thaxton

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.   Thaxton plans to reorganize
around its core business.

                         About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

At Dec. 31, 2005, The FINOVA Group Inc.'s equity deficit widened
to $611,731,000 from a $534,677,000 stockholders' equity
deficit at Dec. 31, 2004.


GALVEX HOLDINGS: To Auction Subsidiaries' Equity Interests Today
----------------------------------------------------------------
Galvex Holdings Limited and its debtor-affiliates will hold an
auction today, May 2, 2006, 10:00 a.m., to sell the equity
interests of Galvex Holdings' debtor-affiliates at the offices of:

            Weil, Gotshal & Manges, LLP
            767 Fifth Avenue,
            New York, NY 10153

SPCP Group LLC agreed to buy the equity interests in exchange for
the discharge of $192 million of the Debtors' secured debt with
SPCP Group, which includes $95,464,435 debt under a letter of
credit facility.  Competing bids must be $2 million higher than
what SPCP Group is offering.  Subsequent bids will be made in
minimum increments of $1 million.

In case another bidder outbids SPCP Group, the Debtors will pay
SPCP Group a $1 million break-up fee.

The U.S. Bankruptcy Court for the Southern District of New York
will hold a hearing on the proposed sale of the equity interests
to the winning bidder on May 4, 2006.

                     About Galvex Holdings

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


GLOBAL HOME: U.S. Trustee Appoints Seven-Member Creditors Panel
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors in Global Home Products, LLC's chapter 11 cases:

    1. Zhejiang Taizhou Aishida Electrical Equipment Co., Ltd.
       Attn: Stella Ye, Economic
       Development Zone, Wenling City
       Zhejiang, China, 317500
       Tel: (86) 576-619-9021
       Fax: (86) 576-619-9222

    2. Zhejiang Supor Cookware Co., Ltd.
       c/o Marc Cohen, Esq.
       Kaye Scholer LLP
       1999 Avenue of the Stars, Suite 1700
       Los Angeles, Califonia 90067
       Tel: (310) 788-1000
       Fax:(310) 788-1203

    3. Asia Trading Company
       Attn: Alex Lee
       Unit 401, Tower II
       South Seas Centre, 75 Mody Road
       Kowloon, Hong Kong
       Tel: (852) 2429-2018
       Fax: (852) 2487-1105

    4. United Steelworkers of America
       Attn: David R. Jury, Esq.
       Assistant General Counsel
       Five Gateway Center
       Pittsburgh, Pennsylvania 15222
       Tel: (412) 562-2400
       Fax: (412) 562-2429

    5. Lewisburg Container Company
       Attn: Brian Thomas
       1800 C Sarasota Business Park,
       Conyers, Georgia 30013
       Tel: (770) 761-4628
       Fax: (770) 761-3251

    6. International Paper Company
       Attn: Bruce Gilliland
       4049 Willow Lake Boulevard,
       Memphis, Tennessee 38118
       Tel: (901) 419-1346
       Fax: (901) 419-1238

    7. Colorbox LLC
       c/o Miller Canfield Paddock & Stone, PLC
       Attn: Michael Traison, Esq.
       150 West Jefferson Avenue, Suite 2500
       Detroit, Michigan 48226
       Tel: (313) 496-7657
       Fax: (313) 496-8452

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

The Committee has retained Bruce Buechler, Esq., at Lowenstein
Sandler, P.C., as its counsel.

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


HEADLINERS ENT: Bagell Josephs Raises Going Concern Doubt
---------------------------------------------------------
Bagell, Josephs, Levine & Company, L.L.C., in Gibbsboro, New
Jersey, raised substantial doubt about Headliners Entertainment
Group, Inc.'s ability 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
sustained operating losses and capital deficits.

Headliners Entertainment filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 5, 2006.

The company reported a $49,849,650 net loss on $8,623,734 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $5,693,799 in
total assets and $14,469,046 in total liabilities, resulting in an
$8,775,247 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $650,329 in total current assets available to pay $3,646,207
in 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?868

Based in Montclair, New Jersey, Headliners Entertainment Group,
Inc. -- http://www.rascalscomedyclub.com/-- fka Rascals
International, Inc., through its subsidiaries, engages in the
operation of comedy clubs primarily in New Jersey.  It operates
embedded, hotel-based, and licensed comedy clubs.  As of
Sept. 30, 2005, the company owned a library of approximately 300
hours of recorded performances by comedic entertainers when they
appeared at a Rascals Comedy Club.  In addition, it operates an
entertainment complex consisting of a dance club and other
facilities in Cincinnati, Kansas City, Tucson, Jackson,
Louisville, and Omaha.


INSPIRE INSURANCE: Trustee Prepares Distribution to Creditors
-------------------------------------------------------------
Michael G. Lawrence, the Liquidating Trustee of INSpire Trust,
asks the Honorable D. Michael Lynn of the U.S. Bankruptcy Court
for the Northern District of Texas in Forth Worth for approval of
proposed procedures for distribution of Trust Assets.

The Liquidating Trustee wants to:

   (a) finally fix for all purposes, the amount and identity of
       all allowed general unsecured claims against the Trust;

   (b) finally fix the number of outstanding unresolved claims
       against the Trust;

   (c) forever preclude any person or entity not identified as
       holding an allowed claim or an unresolved claim from
       asserting any claim against the Trust, as a creditor of any
       of the Debtors or by virtue of the Plan, subject only to
       the Trustee's power to correct any errors; and

   (d) make an interim distribution to creditors with allowed
       claims.

The Liquidating Trustee is authorized to make distributions to
holders of Allowed Claims and interests under Article 7 of the
confirmed plan.  While several substantial claims still remain
unresolved, most of the claims asserted against the INSpire Trust
have been resolved through litigation or settlement.

Any person not identified in the Trustee's Distribution Procedures
Motion as a creditor with either an allowed an unresolved claim
will be forever barred from asserting a claim against the Trust.

Judge Lynn will convene a hearing at 9:30 a.m. on May 16, 2006, to
consider the Liquidating Trustee's request.

A copy of the Liquidating Trustee's Distribution Procedures Motion
is available from his lawyer:

      J. Robert Forshey, Esq.
      Forshey & Prostok, LLP
      777 Main Street, Suite 1290
      Forth Worth, TX 76102
      Tel: (817) 877-4151

INSpire Insurance Solutions, Inc., and INSpire Claims Management,
Inc., filed for chapter 11 protection on Feb. 15, 2002 (Bankr.
N.D. Tex. Case No. 02-41228).  The Bankruptcy Court confirmed the
First Amended Plan of Reorganization of the Debtors on Nov. 13,
2002.  Michael G. Lawrence is the Liquidating Trustee of INSpire
Trust under the Plan.  J. Robert Forshey, Esq., Forshey & Prostok,
LLP, represents the Liquidating Trustee.


INTEREX INTERNATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Interex International
        Meridian Global Center
        One Park Plaza #650
        Irvine, California 92614

Bankruptcy Case No.: 06-10613

Chapter 11 Petition Date: May 1, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Ronald B. Talkov, Esq.
                  MeridianGlobal Center
                  1 Park Plaza 6th Floor
                  Irvine, California 92614
                  Tel: (877) 592-2873

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has until May 16, 2006 to file its 20 largest unsecured
creditors.


JP MORGAN: Moody's Holds Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded ratings of four classes and
affirmed the ratings of 16 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C1:

   * Class A-1, $224,528,825, Fixed, affirmed at Aaa
   * Class A-2, $595,147,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $34,700,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $10,676,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $32,031,000, Fixed, upgraded to Aa3 from A2
   * Class E, $14,680,000, Fixed, upgraded to A2 from A3
   * Class F, $17,350,000, WAC, affirmed at Baa1
   * Class G, $17,350,000, WAC, affirmed at Baa2
   * Class H, $12,011,000, WAC, affirmed at Baa3
   * Class J, $16,015,000, Fixed, affirmed at Ba1
   * Class K, $10,677,000, Fixed, affirmed at Ba2
   * Class L, $6,673,000, Fixed, affirmed at Ba3
   * Class M, $8,007,000, Fixed, affirmed at B1
   * Class N, $4,004,000, Fixed, affirmed at B2
   * Class P, $1,776,000, Fixed, affirmed at B3
   * Class CM-1, $2,230,242, Fixed, affirmed at Baa1
   * Class CM-2, $4,101,659, Fixed, affirmed at Baa2
   * Class CM-3, $13,832,405, Fixed, affirmed at Baa3

As of the April 12, 2006, distribution date, the transaction's
aggregate principal balance has decreased by approximately 4.0% to
$1.05 billion from $1.09 billion at securitization.  The
Certificates are collateralized by 104 loans, ranging in size from
less than 1.0% to 15.0% of the pool, with the top ten loans
representing 43.7% of the pool.  The pool includes two shadow
rated investment grade loans, which represent 18.5% of the pool.
Twelve loans, representing 12.1% of the pool, have defeased and
are collateralized by U.S. Government securities.

To date there have been no realized losses.  Two loans,
representing 1.6% of the pool, are in special servicing.  Moody's
is estimating approximately $3.7 million of losses from the
specially serviced loans.  Nine loans, representing 11.8% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 98.7% and 82.2% of the performing
loans, respectively.  Moody's weighted average loan to value ratio
for the conduit component is 85.4%, compared to 90.6% at
securitization.  The upgrade of Classes B, C, D and E is due to
improved overall pool performance, a relatively high percentage of
defeased loans and increased credit support.

The largest shadow rated loan is the Concord Mills Loan, which
represents the pooled component of a $173.8 million mortgage loan.
The loan is secured by a 1.3 million square foot regional mall
located 15 miles north of Charlotte in Concord, North Carolina.
Major tenants include Bass Pro Outdoor World, Burlington Coat
Factory and AMC Theatres.  The property is 100.0% occupied,
compared to 95.0% at securitization.  The non-pooled component is
held within the trust and is the security for non-pooled Classes
CM-1, CM-2 and CM-3.  The loan sponsor is the Mills Corporation
and KanAm Group.  Moody's current shadow rating of the senior loan
component is A3, the same as at securitization.

The second shadow rated loan is the Bishops Gate Loan, which is
secured by a two office buildings totaling 484,000 square feet
located in Mt. Laurel, New Jersey.  The collateral is 100.0%
leased to PHH Mortgage, a subsidiary of PHH Corporation.  The
lease to PHH Mortgage is triple net expiring in December 2022.
Moody's current shadow rating is A3, the same as at
securitization.

The top three conduit exposures represent 11.1% of the pool.  The
largest conduit exposure is the Crossroads Mall Loan, which is
secured by a 640,000 square foot regional mall located in Omaha,
Nebraska.  The mall is anchored by Dillard's and Sears.  Younkers,
an original anchor, closed in January 2005.  The store was
released from the loan collateral in June 2005 to facilitate a
sale to Target.  A Super Target is under construction and is
scheduled to open in July 2006.  In-line occupancy has been
impacted by the closure of Younkers and the disruption caused by
the construction of Target.  Current occupancy is 66.0%, compared
to 81.0% at securitization.  The loan sponsor is Simon Property
Group.  Moody's LTV is 98.8%, compared to 84.5% at securitization.

The second largest conduit exposure is the Crossways/Newington
Portfolio, which consists of two cross-collateralized loans
secured by two industrial and office buildings totaling 811,000
square feet.  Both properties are located in Virginia.  The two
properties are 99.0% occupied, the same as at securitization.
Moody's LTV is 79.9%, compared to 94.2% at securitization.

The third largest conduit exposure is the Somerset Shoppes Loan,
which is secured by a 187,000 square foot community shopping
center located in Boca Raton, Florida.  Major tenants include T.J.
Maxx, Michaels and Loehmans.  The center is 95.0% occupied,
essentially the same as at securitization.  Moody's LTV is 93.5%,
compared to 94.4% at securitization.

The pool's collateral is a mix of retail, office, multifamily,
U.S. Government securities, industrial and self storage and
lodging.  The collateral properties are located in 31 states and
Washington, D.C.  The highest state concentrations are North
Carolina, California, Texas, Virginia and Florida.  All of the
loans are fixed rate.


KANSAS CITY: Strained Liquidity Cues Moody's to Downgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Kansas
City Southern, and its wholly owned subsidiaries The Kansas City
Southern Railway Company, and Kansas City Southern de Mexico, S.A.
de C.V.  In a related action, Moody's assigned a B1 rating to $371
million of new secured bank credit facilities available to KCSR.
The outlook is negative.  The rating actions complete the review
of KCS's ratings initiated on April 5, 2006.

The rating downgrades reflect the reduced financial flexibility
and strained liquidity which limit KCS's ability to handle
unexpected shocks to its railroad network.  Higher consolidated
leverage, along with weaker cash balances and lower availability
under the revolver, resulted in part from a series of transactions
related to the acquisition of KCSM.  Capital investment over the
last two quarters was also somewhat higher than expected, which
added to debt levels and produced metrics of debt to EBITDA and
EBIT to interest that are weaker than the median levels for
single-B rated comparables.

Offsetting the weak metrics, KCSR has strong asset protection for
debt holders with over $2.2 billion of assets, compared to $738
million of debt at FYE 2005.  The B1 rating on the bank credit
facilities reflects the bank's security in substantially all of
the non-investment assets of KCSR, and the B3 senior unsecured
debt rating reflects the effective subordination of the notes to
the bank facilities.  The concession to operate the northeast
railway in Mexico has a reported carrying value of approximately
$1.36 billion at FYE 2005.  Now that KCS has full control of the
concession and the various claims from the prior joint ownership
arrangement have been dismissed, the company could be a more
attractive merger candidate for one of the larger railroads, in
Moody's view.

The negative outlook anticipates that debt to EBITDA for both KCS
and KCSM will remain higher than for issuers with comparable
ratings, and that financial flexibility will be limited as
liquidity is likely to remain tight over the near term.  The need
for considerable incremental investment, particularly in rolling
stock to handle the higher demand, will limit any material near
term improvement.  The ratings could come under pressure in the
event of any unexpected shock to the rail system, which could
include a weather-related event or decline in business activity;
loss of fluidity in the rail network, evident through a decline in
velocity; or, a deteriorating Operating Ratio approaching the 90%
level.

                          Ratings affected

   1) Kansas City Southern

      * corporate family to B2 from B1;
      * Preferred Stock to Caa2 from Caa1;
      * shelf registration (P) Caa1 from (P)B3; and
      * (P)B3 from (P)B2

   2) The Kansas City Southern Railway Company

      * senior unsecured to B3 from B2; senior secured
        to B1 from Ba3;
      * B1 secured assigned to the bank credit facilities;
      * shelf registration tp (P)B3 from (P)B2; and
      * (P)Caa1 from (P)B3.


KMART CORP: Wants N.J. Tax Court to Adjudicate 2005 Appeal
----------------------------------------------------------
Subsequent to Kmart Corporation and its debtor-affiliates'
confirmation and emergence from Chapter 11 in May 2003, Troy CMBC
Property, LLC, in 2005, took an appeal of the 2005 valuation of
its taxable assets located within the City of Linden, in New
Jersey.

Pursuant to New Jersey state law and procedure, the appeal was
taken to the Tax Court of New Jersey, as a proceeding brought by
Troy to reduce the 2005 taxable value of the property.

Kimberly Robinson, Esq., at Barack Ferazzano Kirschbaum Perlman &
Nagelberg LLP, in Chicago, Illinois, relates that simultaneous
with the proceeding, the Debtors negotiated with Linden on some
claimed 2002 taxes, to which the Debtors had timely objected.

Subject to reinstatement, the Tax Court dismissed the 2005 Appeal
because there were still taxes unpaid for prior years.
Subsequently, the Debtors and Linden negotiated a settlement of
the 2002 taxes, and jointly agreed to the 2005 Appeal's
reinstatement.

In response to a joint application of Troy and Linden, the Tax
Court ordered reinstatement of the 2005 Appeal but was concerned
about its authority to proceed absent closure of the Chapter 11
cases or an order from the U.S. Bankruptcy Court for the Northern
District of Illinois authorizing the Tax Court to proceed.

For this reason, Kmart Corporation and Troy ask the U.S.
Bankruptcy Court for the Northern District of Illinois to issue an
order authorizing the Tax Court to proceed and to adjudicate the
2005 Appeal.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 109; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LAFAYETTE COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lafayette Community Rehabilitation Hospital, LLC
        516 Texas Street
        Shreveport, Louisiana 71101

Bankruptcy Case No.: 06-10667

Type of Business: The Debtor operates a hospital.

Chapter 11 Petition Date: April 28, 2006

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: John S. Hodge, Esq.
                  Wiener, Weiss & Madison
                  P.O. Box 21990
                  Shreveport, Louisiana 71120-1990
                  Tel: (318) 226-9100
                  Fax: (318) 424-5128

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Internal Revenue Services                  $661,508
P.O. Box 21136
Philadelphia, PA 19114

Allegiance Health Management               $225,013
416 Travis Street, Suite 1004
Shreveport, LA 71101

Charles Dugal, M.D.                        $118,250
990 Napoleon Avenue
Sunset, LA 70584

Robert D. Franklin, M.D.                   $118,250
101 B Energy Parkway
Lafayette, LA 70508

Healthcare Transportation                   $99,781

L.A. Department of Revenue & Taxation       $93,595

State of Louisiana                          $69,019

Dr. Charles Louis                           $66,000

Rick Johnson                                $64,800

PrimeCare                                   $61,370

Golden Age of Welsh, LLC                    $60,000

Eddie Touchet, III                          $50,000

Acadiana Family Medical Center              $45,600

Axis Medical, LLC                           $43,057

Gulf South Medical Supply                   $42,055

First Choice Medical                        $40,707

John Guidry, M.D.                           $39,800

Hebert & Thibodeaux                         $35,000

Melancon Pharmacy                           $33,152

United Medical Staff                        $32,146


LEVITZ HOME: Spectrum Wants to Collect Unpaid Rent Obligations
--------------------------------------------------------------
On Jan. 13, 1997, Sanderson-J. Ray-Spectrum V Partners leased
commercial real estate in a retail shopping center located
at 16181 Lake Forest Drive, Irvine, California, to Sears,
Roebuck and Co.  Debtor Levitz Furniture Corporation, is the
successor-in-interest to Sears with respect to the Lease.

Pursuant to the terms of the Lease, the Debtor is obligated to pay
Spectrum:

    a) $40,476 per month as base rent;

    b) costs and expenses with respect to the Premises, including
       common area maintenance expenses; and

    c) certain other obligations.

According to Ilan D. Scharf, Esq., at Pachulski, Stang, Ziehl,
Young Jones & Weintraub PC, in New York, while the Lease term
expires on Dec. 31, 2007, it grants three successive five-
year renewal options to the Debtor.

As of Oct. 11, 2005, the Debtor was obligated to Spectrum for not
less than $81,513 for unpaid Rent Obligations.  The Debtor may
also be obligated to pay Spectrum for prepetition Rent Obligations
in an amount not yet determined, Mr. Scharf adds.

Mr. Scharf reports that the while the Debtor continues to occupy
the Premises and conducts its business from the Premises, it did
not pay the Rent Obligations due on February 1, 2006, totaling
$87,930.

The Debtor has until May 31, 2006, to decide whether to assume or
reject the Lease.

To date, the Debtor has not indicated to Spectrum its plan for the
Lease, and Spectrum is suffering undue hardship and irreparable
injury based on the Debtor's failure to pay postpetition Rent
Obligations while the Debtor occupies and conducts business from
the Premises, Mr. Scharf says.

Spectrum asks the U.S. Bankruptcy Court for the Southern District
of New York to:

    a) direct the Debtor to immediately pay all postpetition
       Rent Obligations due to Spectrum; and

    b) grant Spectrum relief from the automatic stay to pursue
       its rights under the Lease.

Moreover, pending the Debtor's decision regarding the Lease,
Spectrum reserves its rights:

   * to assert any claim that it may hold against the Debtor for
     either prepetition or postpetition obligations, including
     payment of the Prepetition Arrears or rejection damages, if
     any;

   * to object to any assumption or assumption and assignment of
     the Lease on any grounds, including failure to provide
     adequate assurance of future payment; and

   * to amend its request if the Debtor fails to pay any
     additional Postpetition Obligations due to Spectrum under
     the terms of the Lease, including payment of Rent
     Obligations due on March 1, 2006.

                          PLVTZ Objects

PLVTZ, LLC, as purchaser of the Debtors' assets, asks the Court to
deny Spectrum's request.

In mid-February 2006, PLVTZ placed an amount in escrow for rental
obligations, including taxes, for the Property with Kronish Lieb
Weiner & Hellman LLP, counsel for the Official Committee of
Unsecured Creditors, D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York relates.

PLVTZ has paid over to the Committee $55,168 in respect of
February obligations to Spectrum.  Mr. Baker notes that Spectrum
has been paid by the agent for various entities related to Levitz
SL, L.L.C., for prior months amounting to $47,603, with the
Unitary Landlord retaining payment for or otherwise satisfying
any taxes due and owing on the Property.  Therefore, PLVTZ has
remitted to the Creditors Committee $55,168 to be held in escrow
in respect of the $47,603 February amount to be paid by the agent
for various entities related to Levitz SL, L.L.C., to Spectrum
for rent and CAM charges, with the remaining $7,565 as payment to
the Unitary Landlord for tax obligations.

Additionally, PLVTZ remitted rental payments for $47,603 in
respect of March rent and CAM charges directly to Spectrum.

Spectrum, however, asserts that the February "Rent Obligations"
owed totaled $87,930, which is an amount $40,327 in excess of the
$47,603 standard monthly rent and CAM charges paid to Spectrum on
a regular basis, Mr. Baker says.

PLVTZ does not dispute that it is obligated to pay liabilities
under the Lease to the extent the liabilities accrued after the
Closing Date.  But to the extent the $47,603 accrued before the
Closing Date, PLVTZ asserts it is not liable under the Sale Order.

Any payment of claims for real estate tax should await the
Debtors' decision regarding whether to assume or reject the Lease,
Mr. Baker contends.  If PLVTZ directs the Debtors to assume and
assign the Lease, any payments would be subsumed into the
appropriate cure amount to be paid.

PLVTZ reserves its rights to object to any request for prepetition
payments in connection with the Property.

                        About Levitz Home

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 Allows Unitary Lease Assumption & Assignment
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Levitz Home Furnishings, Inc., and its debtor-
affiliates to assume a Unitary Lease and assign that lease to
PLVTZ, LLC.  PLVTZ is required to pay a $230,793 Cure Amount
before it can assume the lease.

The Debtors and the Official Committee of Unsecured Creditors
filed the joint request asking for the assumption and assignment
of the Unitary Lease.

                         Unitary Lease

The Debtors and Levitz SL, L.L.C., and its related entities, are
parties to a Unitary Lease dated June 8, 1999.  From Oct. 8, 1999,
through and including Oct. 28, 2004, the Debtors and the Unitary
Landlord entered into 16 amendments to the Unitary Lease and two
collateral agreements -- the HomeLife Agreement and the Huffman
Koos Agreement.

At the time of the Debtors' bankruptcy filing, the Unitary Lease
governed the Debtors' occupancy of 42 of its retail and warehouse
locations, and the Debtors' monetary obligations to the Unitary
Landlord.

On Dec. 14, 2005, the Court authorized the Debtors' sale of
substantially all of their assets to PLVTZ, LLC, and the Pride
Capital Group.  Among other things, the Sale Order authorized the
sale and transfer of all of the Debtors' rights to designate the
ultimate assignee of all the Debtors' right, title and interest
in, and to, certain unexpired nonresidential real property leases,
including the Unitary Lease.

On Feb. 14, 2006, the Official Committee of Unsecured Creditors
commenced an adversary proceeding against the Unitary Landlord,
seeking a declaration that the Unitary Lease is severable.

                  The Lease Assignment Agreement

To resolve their dispute, the Committee, PLVTZ, and the Unitary
Landlord reached an agreement to provide for:

    * the amendment of the Unitary Lease to, among other things,
      reduce the number of lease locations to be governed by the
      Unitary Lease;

    * the assumption and assignment of the Unitary Lease as
      amended by a Seventeenth Amendment to PLVTZ; and

    * the resolution of all disputes concerning the Unitary Lease,
      including dismissal of the Adversary Proceeding filed by the
      Committee, in accordance with the terms of the parties'
      Lease Assignment Agreement dated April 17, 2006.

According to Nicholas M. Miller, Esq., at Jones Day, in New York,
the Unitary Landlord agreed under the Lease Assignment Agreement,
not to object to the assumption and assignment of the Unitary
Lease, as amended, based on PLVTZ's ability to provide adequate
assurance of future performance or any other ground.

Additionally, the Unitary Landlord agreed to accept $230,793, in
full satisfaction of its cure claim in connection with the Unitary
Lease, subject to its April 17, 2006 letter agreement with PLVTZ.

The parties further agreed to seek court approval of the proposed
assumption and assignment.  The Unitary Landlord also consented to
the assignment of the Unitary Lease to PLVTZ, if the order
approving the assignment includes findings of fact and conclusions
of law that the Unitary Lease, as amended by the Seventeenth
Amendment:

    (a) constitutes one unitary, indivisible, non-severable lease
        of all the demised premises and that the Unitary Lease is
        a single lease, dealing with and covering one legal and
        economic unit which must be assumed, rejected or assigned
        as a whole with respect to all -- and only all -- the
        demised premises covered under the lease for the purposes
        of any assumption, rejection or assignment of the Unitary
        Lease under Section 365 of the Bankruptcy Code;

    (b) does not constitute separate leases contained in one
        document each governed by similar terms;

    (c) will at all times be construed, interpreted and applied
        so that the intention of the Unitary Landlord and PLVTZ to
        create a unitary lease will be preserved and maintained,
        and that neither the exclusion of the "Excluded
        Properties" pursuant to the Seventeenth Amendment, any
        dealings between the parties with respect to the Excluded
        Properties or the Demised Premises after the entry of the
        Approval Order nor any other terms or provisions of the
        Unitary Lease -- including the provisions regarding
        payment of Basic Rent and the severance of properties --
        will be interpreted as evidence that the parties intended
        the lease to be, or otherwise form a basis for treating
        the Unitary Lease as, anything other than a single, non-
        severable agreement.

Upon the Court's approval of the parties' request, the Creditors
Committee will promptly file a notice of dismissal with prejudice
in the Adversary Proceeding, Mr. Miller says.

The Debtors acknowledge that they received a Lease Assumption
Notice in connection with the Unitary Lease, as amended by the
Seventeenth Amendment, and the Lease Assignment Agreement in
accordance with the Purchasers' Designation Rights.

By this motion, the Debtors and the Creditors Committee jointly
ask the Court to authorize the Debtors' assumption and assignment
of the Unitary Lease, as modified by the Seventeenth Amendment,
and the Lease Assignment Agreement, to PLVTZ.

Mr. Miller asserts that the proposed assumption and assignment is
warranted because the Unitary Landlord consented to the assumption
and assignment of the Unitary Lease to PLVTZ, and agreed not to
object to PLVTZ's ability to provide adequate assurance of future
performance.  Moreover, PLVTZ can readily demonstrate to any
interested party its financial health and experience in operating
the business in the demised premises assigned on a prospective
basis.

A full-text copy of the Lease Assignment Agreement is available
for free at:

    http://bankrupt.com/misc/lease_assignment_agreement.pdf

A full-text copy of Unitary Lease, as amended on April 17, 2006,
is available for free at:

    http://bankrupt.com/misc/unitary_lease_amendment.pdf

              Lease Assumption and Assignment Ruling

Judge Lifland further rules, among other things, that:

    (a) The Adversary Proceeding filed by the Creditors Committee
        is dismissed with prejudice and the Committee will file a
        notice of dismissal, with prejudice, on April 30, 2006;

    (b) Notwithstanding anything to the contrary, the decision
        will have no preclusive or collateral estoppel effect on
        Crown, and will not be binding on Crown.  The Unitary
        Landlord will not seek to use the decision in any
        litigation between Crown and the Unitary Landlord other
        than to show the intentions of the parties and for no
        other purpose whatsoever.  All of Crown's rights and
        remedies under its Leases with the Unitary Landlord are
        preserved, including Crown's right to seek excess rent, to
        require that rent be allocated to Crown's properties under
        the Unitary Lease, and to terminate its Leases with the
        Unitary Landlord; and

    (c) The $27,000 currently being held in escrow by counsel to
        the Creditors Committee with respect to the Glendale
        property will be transferred to Crown's counsel upon
        joint written instructions from Crown and the Unitary
        Landlord, and upon the Court ruling becoming a final
        order.  The funds will be held in escrow by Crown's
        counsel and will not be released from escrow until further
        order of a court of competent jurisdiction on notice to
        Crown and the Unitary Landlord, unless otherwise agreed in
        writing by Crown and the Unitary Landlord.

All other objections to the assignment of the Unitary Lease to
PLVTZ that have not been withdrawn, waived or settled, and all
reservations of rights included in the objections or addressed by
the Order, are overruled.

                        About Levitz Home

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


LEVITZ HOME: Unit Names Tom Baumlin as Chief Executive Officer
--------------------------------------------------------------
Levitz Furniture LLC disclosed the appointments of Elliott Wahle
as Chairman of the Board, and Tom Baumlin as Chief Executive
Officer.  The new executive leadership team will spearhead the
Company's revitalization and expansion efforts.  Jonathan Duskin,
Managing Director of Prentice Capital Management, LP, the new
owner of Levitz Furniture, made the announcement.

Mr. Wahle has nearly 25 years of retail executive experience.  He
was the founding President of Toys "R" Us Canada and further
served the Toys "R" Us organization as President of the highly
successful Babies "R" Us division, a dominant juvenile products
market leader.

Mr. Baumlin, who has been serving as interim CEO of Levitz
Furniture since late December 2005, was a consultant to several
large hedge funds through his own firm, Achilles Research LLC.
He previously served as CEO of Norstan Apparel Shops, a privately
held retail apparel company that operated the Fashion Cents chain
of stores.  Mr. Baumlin also spent five years at Footstar, Inc., a
leading family footwear retailer, as Senior Vice President of
Finance.

"Elliott and Tom provide the new Levitz Furniture with strong
leadership and the experience to succeed in retail that will
convey confidence among our trade partners and energize this great
consumer brand," said Mr. Duskin.  "Elliott has a history of
retail industry success and adds broad industry knowledge as we
reinvigorate and expand the business.  In the past few months, Tom
has done an excellent job of engaging and reassuring our trade
partners, improving our operations, and developing a plan that
will make Levitz the premier specialty retailer of furniture,
bedding and home furnishings in our markets."

During Mr. Wahle's tenure at Toys "R" Us Canada, he grew the
business to $500 million in sales and an over 20% market share.
In his two years at the helm of Babies "R" Us, Mr. Wahle led a
growth strategy that increased the stores base by 25%, overall
sales by 35% and earnings by almost 50%.  Wahle also served as
President and Chief Executive Officer of Dylex Ltd., a publicly
traded company that was Canada's leading specialty apparel
organization, where he led the Company's return to profitability
and creation of significant shareholder value.

"I have worked with some world class organizations and brands, and
am excited about the opportunity to help Levitz Furniture fulfill
its potential," said Mr. Wahle.  "I am very eager to work closely
with Tom and the rest of our management team, our employees, and
our trade partners as we strive to deliver a superior shopping
experience for our valued customers."

Commenting on his appointment as CEO, Mr. Baumlin said, "We are
intently focused on improving the Levitz experience for our
customers.  We are committed to raising the style quotient in our
assortment, offering our customers a broader range of solutions,
while maintaining our unparalleled quality/value proposition.  I
am particularly grateful for the strong support we have received
from our trade partners, our associates and other stakeholders as
we revitalize the Levitz brand."

Earlier in his career, Mr. Baumlin worked at Deloitte & Touche
Consulting Group.  He began his career as an entrepreneur, having
started three different companies, including College Concepts, a
leading wholesaler of licensed apparel, which he subsequently
sold.  He received his MBA from Columbia University and graduated
Phi Beta Kappa from Stanford University in 1985.

Consistent with its revitalization plans, Levitz Furniture
recently announced plans to open several new stores: Staten
Island, NY, Paramus, NJ and Bronx, NY in the April-May period,
Summerlin, NV in early summer, Murrieta, CA in the early fall and
Valley Stream, NY in the late fall. April Grand Opening
celebrations are planned for the Staten Island, NY, Paramus, NJ,
Farmingdale, NY, Hawthorne, CA and S. Sacramento, CA store
locations.  In addition, the Company announced it was proceeding
with its store renovation plans slated for the late spring,
including projects in Elmhurst, NY, Paramus, NJ, Anaheim, CA and
Victorville, CA.

Levitz Furniture LLC -- http://www.furniture.com-- is a debtor-
affiliate of Levitz Home Furnishings, Inc.

                        About Levitz Home

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


MANITOWOC CO: Net Revenues Increase 24% to $633M in First Quarter
-----------------------------------------------------------------
The Manitowoc Company (NYSE: MTW) reported record levels of
net sales and earnings during the first quarter ended
March 31, 2006.  Net sales increased 24% to $633.0 million
from $510.3 million during the first quarter of 2005.

"The Manitowoc Company . . . announced record first-quarter
earnings. This impressive start reinforces our expectation that
2006 will be a record year for the company," said Terry D.
Growcock, Manitowoc's chairman and chief executive officer.  "We
expect our market leadership in cranes to continue to generate
strong shareholder returns during this period of robust global
construction activity, especially because peak crane demand
historically trails that of the general construction equipment
industry.  Our Foodservice and Marine segments also made solid
contributions during the quarter and are on track for excellent
performance in 2006.  The strength of our balanced portfolio of
market-leading businesses resulted in a first-quarter 2006 EVA
contribution of $20 million, which exceeded the full year 2005
contribution."

                    Business Segment Results

First-quarter 2006 net sales in the Crane segment increased 33%
to $477.5 million, from $358.0 million in the first quarter of
2005. Operating earnings increased 151% to $51.2 million, from
$20.4 million last year.  The strength of the Crane segment's end
markets is reflected in its backlog, which totaled $987 million,
an increase of 14% from December 31, 2005, and up 85% from
March 31, 2005.

"Our Crane segment's performance this quarter was truly
outstanding," Mr. Growcock said. "We are seeing the dividends from
our investments in a global crane strategy.  Operating margins
have increased from 5.7% to 10.7%, driven primarily by operating
leverage from increased volume and improved product mix in all of
our geographic markets.  The federal highway and energy bills
passed last year, along with a robust industrial construction
market, are keeping U.S. fleet rental and utilization rates at
high levels.  Our global crane portfolio also performed very well
in other regions.  Demand for mobile cranes remains strong in the
Europe, Middle East, and Asian regions.  Our new production
facility in China is providing complete tower cranes as well as
crawler and mobile crane components for the growing Asian
markets."

In the Foodservice segment, first-quarter 2006 net sales decreased
3% to $93.6 million from $96.2 million last year.  Operating
earnings for the first quarter of 2006 were $10.6 million, a 14%
decrease from the prior year period.  The decrease in both revenue
and operating margin was expected and reflects unusually strong
beverage sales in the 2005 period from major chain rollouts and
higher distributor sales.  Margins were also impacted by increased
commodity costs, specifically for copper and aluminum, in the 2006
period.  First-quarter 2006 performance was aided by operating
efficiencies from last year's plant consolidation in the
refrigeration operations.  The company has also implemented
pricing actions and commodity hedging strategies to combat
commodity costs and to improve foodservice performance for the
balance of 2006.

"The Foodservice segment is on track for another successful year
in 2006," Mr. Growcock said.  "Our new nugget and flake ice
machines are increasing their penetration into various commercial
markets, while new distribution channels are showing strong
interest in our residential ice machine.  The residential machine
and a full line of under-counter ice makers are now in full
production at our new China manufacturing facility.  In addition,
our refrigeration business is benefiting from robust new
construction activity in the domestic lodging and restaurant
markets."

Revenues for the Marine segment during the first quarter of 2006
rose more than 10% to $61.9 million from $56.1 million in the 2005
quarter.  Operating earnings for Marine were $3.7 million, more
than double the $1.6 million achieved in the first quarter of
2005.

"The Marine segment also had a solid quarter and is turning the
corner to sustained profitability," Mr. Growcock said.  "Its
projects now all have reasonable pricing and delivery terms, which
will allow the Marine segment to manage them effectively and
profitably.  The largest project, the Navy's Littoral Combat Ship,
is on track for a September launch at Marinette and our backlog of
nine OPA-90 tank barges at Bay Shipbuilding is leveraging the
efficiencies and capabilities at that yard," Mr. Growcock said.

                      Strategic Priorities

"For more than a decade, we have been guided by the strategies of
product innovation, strategic acquisitions, and geographic
expansion.  The benefits of those strategies are apparent in
today's results," Mr. Growcock said.  "We have recently adopted
Vision 2010 as our new roadmap to continued performance
improvement.  As satisfying as our current situation is, we must
anticipate changing demand from our global customer base and be
ready to capture new opportunities.  This more robust strategic
platform sharpens the company's skill sets and better aligns our
resources with the ultimate goal of profitable growth.  We will
achieve that goal by pursuing the six strategic imperatives of
Vision 2010."

The Manitowoc Company, Inc. -- http://www.manitowoc.com/-- is one
of the world's largest providers of lifting equipment for the
global construction industry, including lattice-boom cranes, tower
cranes, mobile telescopic cranes, and boom trucks.  As a leading
manufacturer of ice-cube machines, ice/beverage dispensers, and
commercial refrigeration equipment, the company offers the
broadest line of cold-focused equipment in the foodservice
industry.  In addition, the company is a leading provider of
shipbuilding, ship repair, and conversion services for government,
military, and commercial customers throughout the maritime
industry.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 27, 2006,
Standard & Poor's Ratings Services raised its ratings on
diversified equipment manufacturer The Manitowoc Co. Inc.,
including the corporate credit rating on the company, which rose
to 'BB' from 'BB-'.  S&P said the outlook is stable.


MECACHROME INT'L: S&P Places B- Rating on Sr. Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Montreal, Que.-based Mecachrome
International Inc.

Standard & Poor's also assigned its 'B-' rating to the company's
senior subordinated notes; and its 'B+' bank loan rating, with a
recovery rating of '2', to its senior secured credit facility.
The outlook is stable.

"The ratings on Mecachrome International reflect its high leverage
and the risks inherent in executing its growth strategy in North
America," said Standard & Poor's credit analyst Kenton Freitag.
"The ratings are supported by the company's established operating
assets in Europe, a diverse backlog with strong customers, and a
demonstrated ability to deliver respectable margins," Mr. Freitag
added.

Mecachrome is a producer of precision parts for the:

   * aerospace,
   * automotive, and
   * autosport industries.

With 2005 revenues of CDN$231 million, the company is relatively
small but has a long operating history, an established reputation
with key customers, and technical expertise that provides a
reasonably secure competitive position.  The company's primary
operations are in France but it has recently developed operations
in Canada, which is the focus of its growth.

A primary risk for the company is its ability to successfully
execute its somewhat aggressive growth strategy.  The company's
ability to build North American profitability to its European
levels is unproven.  Although the company's established
operational record in Europe lends confidence to its ability to
appropriately price and manage contracts, its expansion in North
America will entail a greater degree of joint development programs
with aerospace partners, a new operating environment in a
different geographic location, and potentially more complex
contracts with more costly engineering and design work.  The
operations in North America are not currently profitable given
that they are in the early stages of contracts with expensive
upfront costs.

Mecachrome has demonstrated good and consistent margins from its
European operations.  Despite its somewhat modest size, the
company has a reasonably diverse backlog with a strong group of
customers.  The risk of substitution is considered low given that
Mecachrome is the sole-source supplier in a majority of its
contracts and the stringent manufacturing standards of the parts
it produces do not facilitate switching to new or lower cost
competitors.

The ratings on Mecachrome are constrained by its highly leveraged
capital structure.  Leverage is expected to run at about 5x EBITDA
in the next year.  Given potential EBITDA growth, however, this
measure should improve in time.  The company is private but has
the ability to complete small equity issuance to bolster its
balance sheet if required.

The outlook is stable.  Standard & Poor's expects that
Mecachrome's substantial backlog and established European
operations will provide a solid basis to support the current
ratings as it works to establish its operations in North America.
Ratings improvement will likely be constrained by the company's
leverage and the currently negative margins in North America.
Material deterioration in margins could lead to a negative
outlook.


MEDICAL MALPRACTICE: Liquidator Wants Court to OK Status Report
---------------------------------------------------------------
The Superintendent of Insurance of the State of New York as the
liquidator of Medical Malpractice Insurance Association asks the
Supreme Court of the State of New York to approve his report
disclosing the status of Medical Malpractice's liquidation.

The Liquidator also asks the New York Supreme Court to:

    a. set June 30, 2006, as the deadline for all creditors of
       Medical Malpractice to file their claims;

    b. pay all administrative costs and expenses and pay to
       Medical Malpractice's creditors with allowed claims,
       consistent with Article 74 of the New York Insurance Law,
       with 6% interest; and

    c. transfer assets remaining, after payment of administrative
       costs, expenses and creditors, to the Miscellaneous Special
       Revenue Fund of the State of New York.

The Court has set 9:30 a.m., on June 9, 2006, to hear the
Liquidator's requests.

On July 1, 200, Medical Malpractice Insurance Association
policyholder liabilities were assumed by the Medical Liability
Mutual Insurance Company.  On May 4, 2001, Medical Malpractice was
placed into liquidation with the Superintendent of Insurance of
the State of New York appointed as liquidator.  Pursuant to the
New York Insurance Law and Liquidation Order, the Liquidator was
tasked with marshalling Medical Malpractice's assets and
adjudicating claims consistent with Article 74 of the Insurance
Law.


MEGA-C POWER: Nevada Court Approves Disclosure Statement
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
adequacy of a disclosure statement prepared and submitted by
William M. Noall -- Chapter 11 Trustee for the Estate of Mega-C
Power Corporation -- Axion Power International, Inc., and others.
The Bankruptcy Court Order dated April 25, 2006:

   -- authorizes service of the disclosure statement and a
      proposed plan of reorganization on creditors, equity
      security holders and other parties in interest;

   -- fixes May 18, 2006, as the last day for filing and serving
      objections to plan confirmation;

   -- fixes May 19, 2006, as the last day for creditors and equity
      security holders to vote with respect to the proposed plan;
      and

   -- fixes May 26, 2006, as the date of the confirmation hearing.

Axion is a co-proponent of the proposed plan of reorganization
which generally provides that:

   -- all disputes between Axion and Mega-C will be resolved and
      settled;

   -- all of Mega-C's claimed interests in Axion's e3 Supercell
      technology will be transferred to Axion;

   -- 5.7 million Axion shares held in trust for the benefit of
      Mega-C's creditors and shareholders will be used to
      implement the plan;

   -- up to 627,500 Axion shares will be used to pay the expenses
      of the trust; and

   -- a minimum of 1.5 million Axion shares will be surrendered to
      Axion for cancellation.

The proposed share cancellation represents a 7.7% decrease in the
number of outstanding Axion shares and a corresponding increase in
value of each share.

"We intend to vigorously pursue confirmation of the proposed plan,
which will, if confirmed, allow us to achieve our long-standing
goal of distributing the Axion stock in the Mega C Trust to the
holders of allowed equity security interests in Mega C," John
Petersen, Axion's chairman and general counsel, added.

A full-text copy of the Company's disclosure statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060501224935

A full-text copy of the Company's proposed plan of reorganization
is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060501224652

                 About Axion Power International

Based in Woodbridge, Ontario Axion Power International, Inc. --
http://www.axionpower.com/-- is developing advanced energy
storage devices that it refers to as e3 Supercells.  Axion's e3
Supercells replace the lead-based negative electrodes found in
conventional lead-acid batteries with nanoporous carbon
electrodes.  The result is a new class of hybrid energy storage
devices that offer a unique combination of battery and
supercapacitor performance characteristics.

                           About Mega-C

Mega-C Power Corporation is in the business of commercializing a
hybrid capacitor/battery technology out of its premises in
Vaughan, Ontario.

In March 2003, the Ontario Securities Commission commenced an
investigation into the activities of Mega-C Power Corporation and
its promoters.  The commencement of this investigation, with
hindsight, was a key precursor to the demise of Mega-C Power's
business activities and resale activities of its promoters.

Axion Power Corporation initiated an involuntary chapter 11
proceeding against Mega-C on Apr. 6, 2004 (Bankr. D. Nev. Case No.
04-50962).  Cecilia L. Rosenauer, Esq., in Reno, Nevada,
represents Axion.  The Court appointed William Noall, as a chapter
11 trustee, and Mr. Noall is represented by Matthew C. Zirzow,
Esq., and Talitha B. Gray, Esq., at Gordon & Silver, Ltd.


MICROHELIX INC: Auditor Raises Going Concern Doubt
--------------------------------------------------
Stonefield Josephson, Inc., in Los Angeles, California, raised
substantial doubt about microHelix, Inc.'s ability 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 operating losses since inception,
and accumulated and working capital deficiency.

microHelix, Inc., filed its consolidated financial statements for
the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 17, 2006.

The company reported a $1,553,995 net loss on $1,299,630 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $6,071,851 in
total assets, $5,446,192 in total liabilities, and $625,659 in
total stockholder' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $2,815,458 in total current assets available to pay
$4,051,724 in 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?865

microHelix, Inc. (OTCBB: MHLX) -- http://www.microhelix.com/--  
designs and manufactures cable assemblies for original equipment
manufacturers. The company's products are used in medical
ultrasound probes, patient monitoring devices, aerospace
components and video surveillance assemblies.


MUSICLAND HOLDING: Wants Court to Fix May 30 as Admin. Bar Date
---------------------------------------------------------------
Section 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
provides that the Court will fix, and for a cause shown, may
extend the time to file proofs of claim or interest.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New York,
avers that Musicland Holding Corp. and its debtor-affiliates need
to solidify, as soon as possible, the full nature, extent and
scope of administrative claims that creditors may assert.  Once
the Debtors can ascertain the value of administrative expenses
that accrued through the closing of the sale of their assets to
Trans World Entertainment Corporation, they will be better able to
determine how much value exists for unsecured creditors and how
best to distribute that value through liquidating a plan.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) establish May 30, 2006, at 4:00 p.m. Eastern Standard
       Time, as the deadline for persons and entities holding
       administrative claims against the Debtors that arose as of
       April 13, 2006, to file their proofs of claim;

   (b) approve the proposed Proof of Administrative Form; and

   (c) approve the proposed form and manner of notice of the
       First Administrative Bar Date.

The Proof of Administrative Claim Form is substantially identical
to the Bankruptcy Rule Official Form 10, but has been slightly
modified to reflect that the form is for an administrative claim.

The Debtors propose to serve a copy of the Proof of
Administrative Claim Form on each party who receives a copy of the
First Administrative Bar Date notice.  The Debtors will post a
copy of the form on the official BMC Web Site, and provide a toll-
free number in the First Administrative Bar Date Notice.

The Debtors propose to serve the First Administrative Bar Date
Notice on these parties:

   * the U.S. Trustee's Office for the Southern District of New
     York;

   * the counsel of the Official Committee of Unsecured
     Creditors;

   * all known counterparties to the Debtors' executory contracts
     and unexpired leases;

   * the District Director of Internal Revenue of the Southern
     District of New York;

   * any party who, on reasonable investigation, has provided
     postpetition goods or services to the Debtors and have not
     been paid;

   * all other parties that the Debtors believe may hold an
     Administrative Claim; and

   * all person or entities that have requested notice of the
     proceedings in the Chapter 11 cases.

Each person or entity that asserts an Administrative Claim against
the Debtors must file an original, written Proof of Administrative
Claim Form to be received by BMC on or before the First
Administrative Bar Date.

The Debtors also seek that the First Administrative Bar Date Order
bar any person or entity who fails to file a timely proof of
Administrative Claim from asserting that claim after the First
Administrative Bar Date.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NISKA GAS: Moody's Puts Ba3 Rating on $1.05 Billion Facilities
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Niska Gas
Storage's $1.05 billion senior secured credit facilities and a Ba3
corporate family rating.  The ratings outlook is stable.

Through the newly formed entities comprising Niska Gas Storage,
Carlyle/Riverstone Global Energy and Power Funds II and III
entered into agreements to purchase substantially all of the
natural gas storage assets of the EnCana Corporation for
approximately $1.5 billion.

The credit facilities are comprised of a $700 million seven-year
Term Loan B facility; a $250 million five-year revolving credit
facility; and a $100 million five-year asset sale term loan
facility that is expected to be paid down with proceeds from sale
of non-cycling working gas inventory by the end of the storage
cycles in 2007 and 2008.  Along with approximately $750 million of
sponsor equity, the $1.05 billion credit facilities will be used
to fund the acquisition along with related fees and expenses.

The assigned ratings and rating rationale are comparable to other
midstream businesses rated in the speculative grade range by
Moody's.  In support of the ratings, Moody's observes large first-
in cash equity; a long established business, operating at key
strategic regional hubs in the North American natural gas
logistical infrastructure; an underlying contracted core revenue
and earnings base; the investment grade ratings of its contracted
customer base; the company's position as the largest independent
natural gas storage operator in North America; a well-structured
collateral package; and a free cash flow sweep of 50% to 75% at
certain leverage tests; to provide a stronger credit support and
lower business risk profile for the Ba3 ratings than B1 rated
midstream deals.

The company's strategically positioned depleted gas reservoir
assets have proven commercial value, recently received very
substantial additional capital investment from Encana, and will
have low cushion gas requirements after additional investments
made by Niska.  The AECO Hub assets in Alberta, Canada are
situated in one of the largest and most liquid natural gas markets
in North America.

The company's U.S. assets, Wild Goose and Salt Plains are amongst
the largest independent storage and highest deliverability
operations in their respective regional markets, as well.  Niska
will also obtain the rights to develop a high multiple cycle salt
dome facility in Louisiana, though, development of the project
will require substantial capital outlays, which the company may
fund with financing independent of the rated facilities.

Niska's Ba3 ratings are restrained by considerable initial
leverage; highly volatile working capital requirements and
possible commodity price risk related to the company's
optimization business; the limited ability of depleted reservoir
storage systems to augment earnings by meet sharp surges in
withdrawal demand and less frequent ability of depleted reservoir
storage to turnover its volumes during a given year; and the on-
going requirements to re-negotiate the current short-term storage
contracts at prevailing market rates.

Through its Canadian subsidiaries, the company will acquire
approximately 125 Bcf of storage capacity at the AECO hub in
Alberta, Canada.  The U.S. subsidiaries will control approximately
24 Bcf of storage at Wild Goose, 15 Bcf of capacity at the Salt
Plains facility in Oklahoma; along with the rights to possibly
develop a new facility with 27 Bcf of storage capacity at the
Starks facility in Louisiana; and 8.5 Bcf of capacity on the
Natural Gas Pipeline System in the mid-continent market region.

The increase of the effective capacity at the company's facilities
without a material increase in leverage; the development of the
Starks facility with a clear funding strategy supported with an
equal portion of equity; a reduction in debt through the sale of
NCWG with proceeds paying off the Asset Term Loan; and a continued
supportive commodity price environment, may cause the ratings to
go up.

A materially debt funded acquisition; a shift in management
strategy away from the durable contract storage business to more
speculative marketing activities; development of the Starks
facility with little or no equity; or a substantial fall in
natural gas storage prices, would all contribute to pressuring the
ratings downward.


NOMURA HOME: DBRS Puts BB Rating on $7.4 Million Class B-2 Certs.
-----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Asset-
Backed Certificates, Series 2006-HE2 issued by Nomura Home Equity
Loan, Inc., Home Equity Loan Trust, Series 2006-HE2:

   * $361.2 million, Class A-1 -- New Rating AAA
   * $60.8 million, Class A-2 -- New Rating AAA
   * $103.1 million, Class A-3 -- New Rating AAA
   * $35.0 million, Class A-4 -- New Rating AAA
   * $30.1 million, Class M-1 -- New Rating AA (high)
   * $27.5 million, Class M-2 -- New Rating AA
   * $17.1 million, Class M-3 -- New Rating AA (low)
   * $13.4 million, Class M-4 -- New Rating A (high)
   * $14.1 million, Class M-5 -- New Rating A
   * $11.9 million, Class M-6 -- New Rating A (low)
   * $11.5 million, Class M-7 -- New Rating BBB (high)
   * $10.8 million, Class M-8 -- New Rating BBB
   * $7.8 million, Class M-9 -- New Rating BBB (low)
   * $8.2 million, Class B-1 -- New Rating BB (high)
   * $7.4 million, Class B-2 -- New Rating BB

The AAA ratings on the Class A Certificates reflect 24.65% of
credit enhancement provided by the subordinate classes, initial
overcollateralization (3.15%), and monthly excess spread.  The AA
(high) rating on Class M-1 reflects 20.60% of credit enhancement.
The AA rating on Class M-2 reflects 16.90% of credit enhancement.
The AA (low) rating on Class M-3 reflects 14.60% of credit
enhancement.  The A (high) rating on Class M-4 reflects 12.80% of
credit enhancement.  The "A" rating on Class M-5 reflects 10.90%
of credit enhancement.  The A (low) rating on Class M-6 reflects
9.30% of credit enhancement. The BBB (high) rating on Class M-7
reflects 7.75% of credit enhancement.  The BBB rating on Class M-8
reflects 6.30% of credit enhancement.  The BBB (low) rating on
Class M-9 reflects 5.25% of credit enhancement.  The BB (high)
rating on Class B-1 reflects 4.15% of credit enhancement.  The BB
rating on Class B-2 reflects 3.15% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Ocwen Loan Servicing,
LLC as Servicer, as well as Wells Fargo Bank, NA as Master
Servicer and Securities Administrator.  HSBC Bank USA, National
Association will act as Trustee.  In addition, the certificates
will be entitled to the benefits of an interest rate swap
agreement provided by Swiss Re Financial Products Corporation.
The Trust will pay the Swap Provider a fixed payment at 5.2775%
per annum in exchange for a floating payment at one-month LIBOR.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
May 2006.  Interest will be first paid to the Senior Certificates
concurrently and then sequentially to the subordinate classes.
Until the step-down date, principal collected will be paid
exclusively to the Senior Certificates unless they are paid down
to zero.  After the step-down date, and provided that certain
performance tests have been met, principal payments will be
distributed among the certificates of all classes on a pro rata
basis.  In addition, provided that certain performance tests have
been met, the level of overcollateralization may be allowed to
step down to 6.30% of the then-current balance of the mortgage
loans.

The mortgage loans were primarily originated or acquired by Ownit
Mortgage Solutions, Inc., Quick Loan Funding Inc., along with
other various originators.  As of the April 1, 2006 cut-off date,
the aggregate principal balance of the mortgage loans is
$743,401,087.  The weighted average mortgage rate is 7.727%, the
weighted average FICO is 617, and the weighted average original
loan-to-value ratio is 79.99%%, without taking into consideration
the combined loan-to-value on the piggybacked loans.

For more information on this credit or on this industry, visit
http://www.dbrs.com/


NORTEL NETWORKS: Incurs $2.3 Billion Net Loss in Fourth Quarter
---------------------------------------------------------------
Nortel Networks Corporation (NYSE/TSX:NT) has completed the filing
of its audited financial statements for the year 2005 prepared in
accordance with United States generally accepted accounting
principles in U.S. dollars, and related Annual Report on Form 10-K
and corresponding Canadian filings.  The filings reflect the
restatement of the years ended 2003 and 2004, and the first nine
months of 2005.  The filing of the 2005 audited financial
statements and related filings of the Company's principal
operating subsidiary, Nortel Networks Limited -- NNL, are in
process.

"The restatements have been completed and we have filed the
Company's 2005 Annual Report on Form 10-K.  I now look forward to
completing our first quarter 2006 reporting and moving back to
being a timely filer," said Mike Zafirovski, president and chief
executive officer, Nortel.  "Despite this delay, we have remained
focused on our short term priorities of business transformation,
integrity renewal, growth imperatives and on re-creating a great
company, and I look forward to updating you on our progress in a
planned mid-May business update."

                       Restatement Impacts

Revisions to the Company's previously reported 2003 and 2004
financial results reflect negative impacts on revenue of
$261 million and $312 million and on net earnings/loss of
$141 million and $156 million, as well as revisions to the
Company's previously reported 2005 nine-month results reflecting
negative impacts on revenue of $520 million and on net
earnings/loss of $164 million in the aggregate.  With respect to
financial results prior to 2003, the revisions reflect negative
impacts on revenue of $384 million and on net earnings/loss of
$70 million in the aggregate.  These revenue adjustments resulted
in the deferral to later periods of revenue that was previously
recognized in prior periods.

                   Fourth Quarter 2005 Results

Revenues were $3.00 billion for the fourth quarter of 2005
compared to $2.51 billion for the fourth quarter of 2004.  Nortel
reported a net loss in the fourth quarter of $2.30 billion
compared to net earnings of $102 million in the fourth quarter of
2004.  The fourth quarter of 2005 results included a litigation
expense of $2,474 million, as a result of the agreement reached in
principle for the proposed settlement of certain shareholder class
action litigation, a tax benefit of approximately $140 million
related to a liability release as a result of new information
regarding transfer pricing issues, special charges of $25 million
related to restructuring activities and $11 million of costs
related to the sale of businesses and assets.

                        Year 2005 Results

For the year 2005, revenues were $10.52 billion compared to
$9.52 billion for the year 2004.  Nortel reported a net loss of
$2.58 billion for the year 2005, compared to a net loss of
$207 million for the year 2004.  The year 2005 results included a
litigation expense of $2,474 million, as a result of the agreement
reached in principle for the proposed settlement of certain
shareholder class action litigation, special charges of
$170 million related to restructuring activities and $47 million
of costs related to the sale of businesses and assets.

The Company expects to file its and NNL's first quarter 2006
Quarterly Reports on Form 10-Q, and the corresponding filings
under Canadian securities laws, no later than the week of
June 5, 2006.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services placed its ratings on Nortel
Networks Ltd., including the 'B-' long-term corporate credit
rating, on CreditWatch with negative implications, after:

   * Nortel's announced restatement of financial results for:

     -- 2003,
     -- 2004, and
     -- first nine months of 2005; and

   * a delay in meeting its filing requirements for 2005.

The financial restatements are limited in scope and are expected
to be modest in comparison with Nortel's previous restatement
activities.  In addition, Nortel expects to complete its
restatements, as well as file its 2005 annual report by the end of
April 2006.  Nevertheless, Nortel will not be in compliance with
its various regulatory filing requirements as of March 16, 2006,
and as a result will be in breach of covenants under its recently
completed US$1.3 billion credit facility, as well as the EDC
support facility.  It will subsequently (as of April 1) be in
breach of covenants under its public indentures.


O'SULLIVAN: Inks $50M Exit Facility; Reports Post-Emergence Status
------------------------------------------------------------------
The Modified Second Amended Joint Plan of Reorganization of
O'Sullivan Industries, Inc., O'Sullivan Industries Holdings,
Inc., O'Sullivan Industries - Virginia, Inc., and O'Sullivan
Furniture Factory Outlet, Inc., became effective as of April 12,
2006, according to James C. Cifelli, Esq., at Lamberth, Cifelli,
Stokes & Stout, P.A., in Atlanta, Georgia.

Mr. Cifelli reports that O'Sullivan Industries Holdings, Inc., and
its debtor-affiliates have completed the conditions precedent to
the effectiveness of their Plan and have successfully emerged from
bankruptcy.

The Debtors will be released from all claims arising before the
Confirmation Date or the Effective Date except as expressly
provided in their Plan or in the Confirmation Order dated
March 15, 2006.

All Executory Contracts are deemed rejected except those that:

   -- have already been assumed by a Court order;

   -- were the subject of a duly noticed motion to assume pending
      on the Confirmation Date;

   -- were identified as "to be assumed" on the list of Executory
      Contracts to be assumed listed in the Disclosure Statement;
      or

   -- are otherwise expressly assumed under and pursuant to the
      terms of the Plan.

All final applications for Professional Fees for services rendered
in connection with the Debtors' Chapter 11 Cases should be filed
with the U.S. Bankruptcy Court for the Northern District of
Georgia by July 11, 2006.

An Administrative Claim Holder, except those based on
Professional Fees, arising in connection with the Debtors'
Chapter 11 cases must file with the Court a request for payment by
June 12, 2006, to be considered an Allowed Claim.

                  Entry Into Five Agreements

In a regulatory filing with the Securities and Exchange
Commission, O'Sullivan Holdings and O'Sullivan Industries disclose
that they have entered into five new material agreements in
connection with the effectiveness of their Plan:

   1. The Exit Loan Agreement,
   2. The Senior Note Issuance Agreement,
   3. The Key Employee Retention Plan,
   4. The Stockholder Agreement, and
   5. The Registration Rights Agreement.

A. Exit Loan Agreement

On April 11, 2006, the Company entered into a Loan and Security
Agreement with Wachovia Bank, National Association, in which
Wachovia Bank agrees to provide a five-year, asset-based revolving
credit facility of up to $50,000,000, with a sub-facility of up to
$15,000,000, for letters of credit.

O'Sullivan Industries and O'Sullivan Virginia are the borrowers
while O'Sullivan Holdings and O'Sullivan Furniture are the
guarantors of the Exit Loan Agreement.

Obligations under the Loan Agreement are secured with first liens
on substantially all of the Company's assets.

Under the Loan Agreement, borrowings bear interest, at the
Company's option, at either a LIBOR rate plus a margin or the
prime rate plus a margin.  The initial margins are 2.00% per annum
for LIBOR loans and 0.50% per annum for prime rate based loans.
The applicable margin may vary each calendar quarter starting with
the quarter beginning October 1, 2006, and based on the average
unused availability under the loan agreement.

The Loan Agreement contains representations, warranties and
covenants similar to those in other asset-backed credit
agreements, including limitations on borrowings, liens and
dividends, obligations to deliver certain financial and other
information, requirements to pay taxes, limitations on sales of
assets, limitations regarding modification of corporate documents
and changing lines of business and a requirement to maintain a
fixed charge coverage ratio of at least 1.0 to 1.0.

The Loan Agreement has customary events of default.

The Company disclosed that it borrowed approximately $27,300,000,
under the Loan Agreement to fund:

   a. payments required to consummate the Plan, including payment
      of all amounts due under the DIP financing agreement;

   b. fees and expenses associated with the Plan; and

   c. costs, expenses and fees in connection with the
      preparation, negotiation, execution and delivery of the
      loan agreement and related documents.

The Company also disclosed that $2,700,000, of letters of credit
are outstanding under the Loan Agreement and that it expects to
borrow an additional $6,700,000, to fund additional fees and
expenses associated with the Plan.

According to Rick A. Walters, O'Sullivan Industries' chief
executive officer, after those initial borrowings, the Company
will be able to use the loan borrowings for general operating,
working capital and other proper corporate purposes.

Availability under the Loan Agreement after the additional
$6,700,000 of borrowings is expected to be $4,500,000.

B. Senior Note Issuance Agreement

On April 11, 2006, the Debtors, Holders of Senior Secured Notes
cancelled on the effectiveness of the Plan, and Wilmington Trust
Company, as agent, entered into a Note Issuance Agreement.  Under
the Senior Note Issuance Agreement, the Debtors issued variable
rate senior secured notes in the aggregate principal amount of
$10,000,000, to the Senior Secured Noteholders.

Under the Note Issuance Agreement, O'Sullivan Industries issued
the notes, while O'Sullivan Virginia, O'Sullivan Holdings and
O'Sullivan Furniture guaranteed all of O'Sullivan Industries'
obligations.  The Note Issuance Agreement contains
representations, warranties and covenants similar to those in the
Wachovia Exit Loan Agreement.

The senior secured notes bear interest at a LIBOR rate plus 7%,
payable quarterly, and will mature on October 11, 2011.  Under
certain circumstances, interest is payable with additional notes,
in which case the interest on the notes will be the LIBOR rate,
plus 8.5%.

The senior secured notes are secured with liens on substantially
all of the Debtors' assets.  Those liens are junior to the liens
securing the loan agreement.

C. Key Employee Retention Plan

Pursuant to the Plan, the Debtors' key employee retention plan is
effective.  The purpose of the KERP is to ensure the continued
retention of certain of the Debtors' key employees through the
conclusion of their restructuring process.

Pursuant to the KERP, employees could potentially receive an
aggregate of $1,100,000, over time.  In addition, there is a
discretionary pool of up to $200,000 that can be awarded to other
employees.

The KERP provides that the key employees have been divided into
two tiers:

   -- The First Tier consists of four officers, potentially
      receiving a total amount equal to 37.5% of their annual
      salary.

   -- The Second Tier consists of the remaining key managers,
      potentially receiving a total amount equal to 25% of their
      annual salary.

The payments are divided into an incentive component and a
retention component.

Half of the retention portion of the payment earned was paid
subsequent to the effectiveness of the Plan.  The remaining half
will be paid by July 11, 2006.  The first payment aggregated
$224,000.

The incentive portion of the KERP will be based on EBITDA and net
sales goals, equally weighted, and will be paid on the earlier of:

   (i) the completion of the Debtors' fiscal 2006 audit; or
  (ii) 90 days after the end of fiscal 2006.

Under the KERP, the executive officers are entitled a maximum of:

   -- $375,000 for Robert S. Parker,
   -- $131,250 for Rick A. Walters,
   -- $73,125 for Kelly D. Terry, and
   -- $56,775 for Rowland H. Geddie, III.

D. Stockholder Agreement

O'Sullivan Holdings has executed the Warrant Holder and
Stockholder Rights Agreement, which, among other things,
establishes certain agreements with various persons, regarding
certain rights and obligations associated with the potential
ownership of the New O'Sullivan Holdings common stock on and after
the Effective Date.

E. Registration Rights Agreement

O'Sullivan Holdings also entered into the Registration Rights
Agreement with certain holders of its new common stock, pursuant
to which the common stock holders will be entitled to require the
registration of their common stock under the Securities Act of
1933, as amended.

                Termination of Certain Agreements

In connection with the Plan becoming effective, the Debtors also
terminated material definitive agreements:

   a. DIP Credit Agreement

      All amounts due under the Debtors' DIP Credit Agreement
      with the CIT Group/Business Credit, Inc., were paid on
      April 11, 2006, with the proceeds of the Exit Loan
      Agreement, and CIT has released all of its liens and
      security interests under the DIP Credit Agreement.

   b. Stock Option Plans

      The effectiveness of the Plan also resulted in the
      termination of the Debtors' stock option plans and deferred
      compensation plan.  The four stock option plans were:

      -- the 1999 Series A Stock Option Plan,
      -- the 2000 Common Stock Option Plan,
      -- the 2001 Director Common Stock Option Plan, and
      -- the 2004 Class A Common Stock Option Plan;

   c. Tax Sharing Agreement

      The Debtors' obligations under the Amended and Restated Tax
      Sharing Agreement dated July 19, 1997, between O'Sullivan
      Holdings, RadioShack Corporation and TE Electronics L.P.,
      and the related Settlement Agreement dated May 13, 2002,
      were cancelled and discharged.  Pursuant to the Plan, no
      distribution will be made with respect to the Tax Sharing
      Agreement.

   d. O'Sullivan Holdings' 12% senior note due 2009 was also
      cancelled and discharged on the Effective Date.  No
      distribution was or will be made with respect to the senior
      note.

                    Issuance of Senior Notes

Mr. Walters reports that the Debtors are issuing securities to the
holders of 10.63% senior secured notes due 2008 and the
13.375% senior subordinated notes due 2009 in connection with the
effectiveness of the Plan.

The securities were issued in full satisfaction and discharge of
the Debtors' senior secured notes and senior subordinated notes.

Obligations under the $100,000,000 principal amount of O'Sullivan
Industries' senior secured notes are receiving:

   -- an aggregate of $10,000,000, of variable rate senior
      secured notes, subordinate to the Exit Loan Agreement; and

   -- 10,000,000 shares of new common stock of Reorganized
      O'Sullivan Holdings representing 100% of the outstanding
      equity, subject to dilution on the issuance of shares of
      restricted stock and the exercise of certain stock options
      under the equity compensation plan and of certain warrants
      issued to holders of senior subordinated notes.

The holders of O'Sullivan Industries' $96,000,000 principal amount
of senior subordinated notes will receive:

   -- Series A warrants to purchase an aggregate of 526,316
      Reorganized O'Sullivan Holdings common stock shares for
      $7.06, which warrants will expire on the fourth anniversary
      of the Plan's Effective Date; and

   -- Series B warrants to purchase an aggregate of 554,017
      Reorganized O'Sullivan Holdings common stock shares for
      $9.81, which warrants will expire on the fifth anniversary
      of the Plan's Effective Date.

In accordance with the Plan, the issuance of the stock, notes and
warrants was exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 1145 of the Bankruptcy
Code.

               Departure of Directors & Officers

Pursuant to the Plan, seven directors left the Company's Board of
Directors as of the Effective Date:

   -- Keith E. Alessi,
   -- Richard D. Davidson,
   -- William J. Denton,
   -- Richard R. Leonard,
   -- Charles Macaluso,
   -- Robert S. Parker, and
   -- Harold O. Rosser.

                    About O'Sullivan Industries

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OUTBOARD MARINE: Trustee Distributing $15.4 Million to Creditors
----------------------------------------------------------------
Alex D. Moglia, the Chapter 7 Trustee appointed in Outboard Marine
Corporation's bankruptcy cases, is distributing, on an interim
basis, $15,434,740 in satisfaction of allowed unsecured claims.

As reported in the Troubled Company Reporter on March 1, 2006, the
Chapter 7 Trustee obtained authority from the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, to
distribute, on an interim basis, $25 million to the holders of
allowed claims as of Feb. 28, 2006.

The Chapter 7 Trustee determined that there are unencumbered funds
sufficient to satisfy payment in full of all allowed secured and
priority claims and to provide a meaningful interim distribution
to the allowed, non-priority, general unsecured claims.

The Trustee anticipates that additional funds will be available
for a final distribution to creditors, which will be sufficient to
satisfy any claims that have not been allowed as of Feb. 28, 2006.

Outboard Marine Corporation and its debtor-affiliates filed for
chapter 11 protection on December 22, 2000 (Bankr. N.D. Ill. Case
No. 00-37405).  On August 22, 2001, the Chapter 11 cases were
converted to Chapter 7.  On Aug. 24, 2001, Alex D. Moglia was
appointed to serve as the Chapter 7 Trustee.  Kathleen H. Klaus,
Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC serves
as Counsel to the Chapter 7 Trustee.


OWENS CORNING: Court Rules Bank Lender Claim is Unimpaired
----------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware, in the interim, rules that the
payment in full and in cash of claims of prepetition bank lenders
renders the claim unimpaired pursuant to Section 1124 of the
Bankruptcy Code.  Thus, the classes of Bank Holder Claims under
the Debtors' Fifth Amended Plan of Reorganization are conclusively
presumed to have accepted the Plan in accordance with Section
1126(f).

Upon payment in full to the holders of the Bank Holder Claims:

   -- all Bank Holder Claims and remedies arising under or
      related to the Credit Agreement dated June 26, 1997, and
      the related guaranties against the Debtors, the Non-Debtors
      and the other Non-Debtor Subsidiaries, will be
      extinguished;

   -- the Debtors, the Non-Debtors and the other Non-Debtor
      Subsidiaries will have no further obligations under the
      Credit Agreement with respect to all Bank Holder Claims and
      will be deemed to be fully and completely discharged of the
      obligations, liabilities and responsibilities to the
      fullest extent of the law;

   -- each holder of a Bank Holder Claim will be permanently
      barred from taking any action against any of the Debtors,
      the Non-Debtors and the other Non-Debtor Subsidiaries with
      respect to all Bank Holder Claims; and

   -- each holder of a Bank Holder Claim will release each of the
      Debtors, the Non-Debtors and the other Non-Debtor
      Subsidiaries from the Bank Holder Claims.

On May 10, 2006, at 9:00 a.m., the Court will hold a hearing to
consider approval of Credit Suisse's request on a final basis.

The Court also authorizes the Debtors to revise the definition of
Bank Default Interest and Fee Amount in their Fifth Amended Plan
of Reorganization to mean the sum of:

   a. the amount of interest accrued through the date of delivery
      of the Initial Bank Holders' Distribution on the amount of
      principal, interest and fees outstanding under the Credit
      Agreement as of the Petition Date, when calculated at the
      floating Base Rate plus 2% on compounding basis; and

   b. the amount of any accrued and unpaid postpetition fees
      payable under the Credit Agreement through the date of
      delivery of the Initial Bank Holders' Distribution.

If Class A4 is deemed Unimpaired, or if Class A4 is deemed
Impaired and accepts the Plan, then, in full satisfaction and in
exchange for their Allowed Claims against the Debtors and claims
against certain of the Non-Debtor Subsidiaries, each holder of an
Allowed Class A4 Claim will receive his pro rata share of cash in
an aggregate amount equal to the sum of the amount of the Allowed
Class A4 Claims plus the Bank Default Interest and Fee Amount.

                       About Owens Corning

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.


PATRICK MOLLER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patrick W. Moller
        23822 Valley Oak Court
        Santa Clarita, California 91321

Bankruptcy Case No.: 06-10619

Chapter 11 Petition Date: April 28, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin, Cohen & Jessup, LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, California 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325

Total Assets: $1,561,200

Total Debts:  $2,137,057

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GE Capital Small                                     $1,090,450
Business Finance
635 Maryville Center Drive
Suite 120
St. Louis, MO 63141

United Film Laminating                                 $191,500
c/o Leo Heydorff
740 South Orangegrove Boulevard
Unit I
Pasadena, CA 91105

Internal Revenue Service          Tax Claim             $41,642
Insolvency I Stop 5022
300 North Los Angeles Street
Room 4062
Los Angeles, CA 90012

Ronald P. Slates                                        $20,000

Chase                                                   $12,756

American Express                                        $12,497

J. Steven Bingman                                       $10,000

MBNA                                                     $7,406

Commercial Group                                         $4,545

Direct Merchants Bank                                    $3,841

Franchise Tax Board               Tax Claim                $409

Robinsons-May                                              $400

Victoria's Secret                                          $200

GE Capital                                              Unknown


PERRY ELLIS: S&P Affirms B+ Rating & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on apparel
company Perry Ellis International Inc. to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
Miami, Florida-based company, including its 'B+' corporate credit
rating.  Total debt outstanding at Jan. 31, 2006, was about $259
million.

The outlook revision incorporates:

   * the company's improved leverage; and

   * Standard & Poor's expectation that operating results and
     credit protection measures will remain satisfactory.

Acquisitions have allowed the company to build its business
and broaden its existing portfolio.  With the February 2005
acquisition of the assets of Tropical Sportswear Inc., Perry Ellis
is now a significant player in the mens' bottoms business.  This
transaction has also provided the company with a European platform
to expand its brands overseas.  Perry Ellis has steadily increased
its revenue base by making acquisitions, and it is Standard &
Poor's expectation that the company will continue to do so.

As a result of the TSI acquisition, the company's revenue base for
fiscal 2006 grew by 30%.  The operating margin experienced some
pressure, and declined to 8.3% from to 8.9% in the prior period.
This was primarily driven by TSI's private label business.
Nevertheless, operating cash flow is expected to be sufficient to
meet PEI's minimal required capital investments in the next
several years.


PHASE III: Holtz Rubenstein Raises Going Concern Doubt
------------------------------------------------------
Holtz Rubenstein Reminick LLP in Melville, New York, raised
substantial doubt about Phase III Medical, Inc., ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2004, and 2005.  The
auditor pointed to the company's recurring losses.

Phase III Medical, Inc., filed its financial statements for the
year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 3, 2006.

The company reported a $1,745,039 net loss on $35,262 of revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $642,681 in
total assets and $2,460,319 in total liabilities, resulting in a
$1,817,638 in stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $507,319 in total current assets available to pay $1,752,403
in 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?869

Phase III Medical, Inc. (OTCBB:PHSM) is an innovative company.
Through the acquisition of NeoStem, the company specializes in the
collection and storage of adult stem cell.


PLIANT CORP: Creditors Have Until May 5 to File Proofs of Claim
---------------------------------------------------------------
The Honorable Mary J. Walrath of the U.S. Bankruptcy Court for the
District of Delaware established May 5, 2006, at 4:00 p.m. Eastern
Time, as the final date and time for filing proofs of claim in the
chapter 11 cases of Pliant Corporation and its debtor-affiliates.

Each person or entity asserting a claim against one or more of the
Debtors is required to file a separate and original Proof of Claim
in the Chapter 11 case of each Debtor against whom a claim is
asserted.  Each claim must:

   -- substantially comply with the Official Bankruptcy Form 10;
      and

   -- be actually received on or before the Bar Date by
      Bankruptcy Services, LLC, the Debtors' claims and noticing
      agent.

The Debtors do not require these persons or entities to file a
Proof of Claim on or before the Bar Date:

   a. any person or entity that has already properly filed a
      Proof of Claim against one or more of the Debtors;

   b. any person or entity:

         -- whose claim is listed in the Debtors' schedules of
            assets and liabilities, list of equity holders and
            statement of financial affairs;

         -- whose claim is not described in the Schedules as
            "disputed," "contingent," or "unliquidated"; and

         -- who does not dispute the amount or classification of
            its claim as set forth in the Schedules.

   c. professionals retained by the Debtors or the Official
      Committee of Unsecured Creditors who assert administrative
      claims for fees and expenses;

   d. any person or entity that asserts an administrative expense
      claim against the Debtors pursuant to Section 503(b) of the
      Bankruptcy Code;

   e. the Debtors' current officers and directors who assert
      claims for indemnification or contribution arising as a
      result of the officers' or directors' services to the
      Debtors;

   f. any Debtor asserting a claim against another Debtor;

   g. any of the Debtors' non-debtor subsidiary asserting a claim
      against a Debtor; and

   h. any person or entity whose claim against the Debtors has
      been allowed by an order of the Court entered on or before
      the Bar Date.

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.  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.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  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. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PRIMA CAPITAL: Moody's Holds B2 Rating on $9.2MM Class H Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the rating of seven classes of Prima Capital CDO 2005-1
LTD:

   * Class A-1, $94,197,487, Fixed, affirmed at Aaa
   * Class A-2, $177,152,000, Fixed, affirmed at Aaa
   * Class B, $13,305,000, Fixed, upgraded to Aa1 from Aa2
   * Class C, $12,281,000, Fixed, upgraded to Aa3 from A1
   * Class D, $12,896,000, Fixed, affirmed at A3
   * Class E, $24,563,000, Fixed, affirmed at Baa2
   * Class F, $8,597,000, Fixed, affirmed at Baa3
   * Class G, $12,281,000, Fixed, affirmed at Ba2
   * Class H, $9,211,000, Fixed, affirmed at B2

As of the March 21, 2006 distribution date, the transaction's
aggregate bond balance has decreased by approximately 7.6% to
$364.5 million from $394.3 million at securitization.  The
Certificates are collateralized by 41 fixed rate classes of CMBS
securities from 11 transactions, eight whole loans, three B Notes
and two mezzanine loans.

Moody's reviewed the ratings or shadow ratings of all the
collateral supporting the Certificates.  The upgrade of Classes B
and C is due to stable pool credit characteristics and increased
credit support due to principal amortization.  There have been no
losses in the underlying collateral since securitization.  Moody's
has upgraded three CMBS classes from two transactions.  The shadow
ratings for four CMBS classes and four whole loans have also been
upgraded.  No ratings or shadow ratings have been downgraded.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the WARF is 2,806 compared to 2,870 at
securitization.  The distribution of ratings:

   -- Aaa -- Aa1 (19.4% compared to 12.7% at securitization)
   -- A1-A3 (13.5% compared to 18.0%)
   -- Baa1-Baa3 (7.6% compared to 8.7%)
   -- Ba1-Ba3 (9.7% compared to 8.6%)
   -- B1-B3 (10.7% compared to 10.1%) and
   -- Caa1-NR (39.1% compared to 41.9%)

The CMBS certificates are from pools securitized between 1997 and
2004.  The largest exposures are 1998 (27.3%), 1999 (21.6%), 2002
(19.7%) and 1997 (18.0%).  The largest CMBS exposures are SMAFC
1998-C1 (12.0%), CAMC 2002-CAM2 (9.9%) and MSC 1999-CAM1 (7.9%).


PROCARE AUTOMOTIVE: Court OKs $14MM Purchase Deal of Monro Muffler
------------------------------------------------------------------
The U.S. Bankruptcy Court has approved Monro Muffler Brake, Inc.'s
(Nasdaq: MNRO) acquisition of substantially all of the assets of
ProCare Automotive Service Solutions, L.L.C. for approximately
$14,650,000 in cash.  The Company had initially entered into an
asset purchase agreement with ProCare on March 6, 2006, subject to
an auction process and Bankruptcy Court approval.  The transaction
closed on April 29, 2006.

"We are pleased that the Bankruptcy Court approved our acquisition
of ProCare and look forward to integrating the 75 acquired
locations and store employees into our existing store base in Ohio
and Pennsylvania," Robert G. Gross, President and Chief Executive
Officer, said.  "Within the next week, we will have installed our
point-of-sale system in all stores, trained store employees,
delivered an initial inventory to each store and removed slower
moving items.  The addition of ProCare will effectively fill in
key geographic locations and increase our overall market share.
Following our typical acquisition strategy, we plan to utilize our
buying power, market position, and marketing and operational
expertise to enhance the stores' existing strengths and help to
drive sales growth and margin expansion at these new locations.
We will give additional financial guidance when we release the
Company's full year earnings later in May."

                    About Monro Muffler Brake

Headquartered in Rochester, New York, Monro Muffler Brake operates
a chain of stores providing automotive undercar repair and tire
services in the United States, operating under the brand names of
Monro Muffler Brake and Service, Mr. Tire and Tread Quarters
Discount Tires.  The Company currently operates 625 stores and has
16 dealer locations in New York, Pennsylvania, Ohio, Connecticut,
Massachusetts, West Virginia, Virginia, Maryland, Vermont, New
Hampshire, New Jersey, North Carolina, South Carolina, Indiana,
Rhode Island, Delaware, Maine and Michigan.  Monro's stores
provide a full range of services for exhaust systems, brake
systems, steering and suspension systems, tires and many vehicle
maintenance services.

                    About ProCare Automotive

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


PROCARE AUTOMOTIVE: Wants Garden City Group as Noticing Agent
-------------------------------------------------------------
ProCare Automotive Service Solutions LLC asks the Honorable Pat E.
Morgenstern-Clarren of the U.S. Bankruptcy Court for the Northern
District of Ohio in Cleveland for permission to employ Garden City
Group, Inc., as its noticing agent, nunc pro tunc to March 5,
2006.

Garden City will give sales notices and other notices and papers
required throughout the Debtor's bankruptcy case.

David Isaac, the president of Garden City Group, discloses that
the Firm will charge a $5,800 flat fee for all services, expenses
and postage in providing notice of the sale of assets and
assumption and assignment of executory contracts.

For other services, the Firm's professionals bill:

   Professional                           Hourly Rate
   ------------                           -----------
   Supervisor                              $70 - $95
   Quality Assurance Staff                 $75 - $125
   Project Manager                            $125
   Senior Project Manager                     $150
   Director/Assistant Vice President          $175
   Vice President                             $225
   Senior VP Systems & Managing Director      $275

Mr. Isaac assures the Court that Garden City Group, Inc., does not
have any interest materially adverse to the Debtor or its estate
and is  disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

                   About Garden City Group, Inc.

Garden City Group, Inc. -- http://www.gardencitygroup.com/--  
provides comprehensive solutions to administer class actions,
design legal notice programs and manage Chapter 11 claims
administrations.

                     About ProCare Automotive

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  The Debtor estimated its assets
and debts at $10 to $50 million when it filed for bankruptcy
protection.


PUREBEAUTY INC: U.S. Trustee Appoints Three-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors to serve
on the Official Committee of Unsecured Creditors in the chapter 11
cases of PureBeauty, Inc., and Pure Salons, Inc.:

    1. Weingarten Realty Investors
       Jenny J. Hyun
       2600 Citadel Plaza Drive
       Houston, TX 77008
       Tel: (731) 866-6057

    2. Sunbelt Management Co.
       Robert F. Griffin
       8095 Othello Avenue
       San Diego, CA 92111
       Tel: (858) 495-4911

    3. The Visual Identity Group
       Lynnette Perez
       4130 Matthews Way
       Holiday, UT 84124
       Tel: (801) 983-8728

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

                        About PureBeauty

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates 48
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $50 million and debts between $50 million and
$100 million.


PUREBEAUTY INC: To Auction Substantially All Assets on May 22
-------------------------------------------------------------
PureBeauty, Inc., and Pure Salons, Inc., will hold an auction to
sell substantially all of their assets on May 22, 2006,
10:00 a.m., Pacific Time, at the offices of:

            Klee, Tuchin, Bognadoff, & Stern LLP
            Fox Plaza
            2121 Avenue of the Stars, Thirty-Third Floor
            Los Angeles, Calif. 90067-5061

Cameron Capital Corporation, the stalking horse bidder, offered to
pay $9 million for the assets.  Cameron Capital will also pay
$125,000 to satisfy cure claims on executory contracts the Debtors
will assume and assign to Cameron Capital.  Cameron Capital also
offered $147,000 for employees and executives to continue working
for the Debtors up until the closing of the sale.

The Debtors will use proceeds of the sale to satisfy the secured
claims of Webster Business Credit Corporation and Heritage Fund
III Investment Corporation.

Pursuant to a bidding procedures approved by the U.S. Bankruptcy
Court for the Central District of California, other interested
bidders have until May 18, 2006, to file their bids.  If another
bidder wins the auction, the Debtors will pay Cameron Capital a
$500,000 break-up fee.  Judge Kathleen Thompson will hold a
hearing on May 25, 2006, to approve the sale to the winning
bidder.  Absent any hitches, the sale will likely close by
month-end, the Debtors said.

                        About PureBeauty

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates 48
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $50 million and debts between $50 million and
$100 million.


QUIGLEY COMPANY: Settles Stonewall Insurance Coverage Dispute
-------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved a settlement agreement
resolving the dispute between Quigley Company, Inc., Pfizer Inc.,
and Stonewall Insurance Company.

                   Stonewall Insurance Policy

Pfizer secured a liability insurance policy from Stonewall that
provides coverage for asbestos-related bodily injury claims from
Dec. 5, 1972, through Jan. 1, 1975.  During the same period, the
insurance policy also provided coverage to Quigley, as Pfizer's
subsidiary.

Quigley, along with Pfizer, has been named in hundreds of
thousands of asbestos-related bodily injury claims.  In 1993,
Pfizer and Quigley commenced an action against their insurers,
including Stonewall in the U.S. District Court for the Eastern
District of Pennsylvania.   The suit involved disputes concerning
the insurance companies' obligations for asbestos claims.

Stonewall was dismissed from the litigation in 1999 after signing
an agreement that stipulates the terms under which Quigley and
Pfizer could bill for and Stonewall would pay asbestos-related
claims under their insurance policy.

The 1999 agreement did not define the coverage limits available
under the Stonewall insurance policy.  Under the agreement, the
parties reserved their rights to determine the coverage limit
through negotiations or litigation.

Quigley and Pfizer claimed that the Stonewall insurance policy
provides $3 million of coverage and wanted to collect an
additional $928,082 from Stonewall on top of the approximately
$2 million in payments the insurer had remitted to the Debtor.
According to Quigley, it is entitled to $815,761 of the amount
while the remaining $112,320.90 is owed to Pfizer.

Stonewall contended that the policy provided $1 million of
coverage and subsequently filed a $1,073,972 claim for
reimbursement.

                  Insurance Settlement Agreement

After extensive negotiations, Stonewall, Quigley and Pfizer signed
an agreement resolving issues related to the coverage limits
provided under the insurance policy and Stonewall's reimbursement
demands.

The Agreement provides for the full and final resolution of
Stonewall's obligations to Quigley and Pfizer under the insurance
policy.  The $815,761 settlement amount due to Quigley will be
paid to the Asbestos PI Trust for eventual distribution to
claimants under Quigley's reorganization plan.

In addition, Stonewall's $1,073,972 reimbursement claim will be
temporarily allowed in the amount of $1 for purposes of voting to
accept or reject the plan.

                           About Quigley

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.


R.L. TORBECK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: R.L. Torbeck Industries, Inc.
        dba Torbeck Industries
        355 Industrial Drive
        Harrison, Ohio 45030
        Tel: (513) 367-0080

Bankruptcy Case No.: 06-11210

Type of Business: The Debtor produces material handling and safety
                  equipment, such as platforms and support
                  structures. See http://www.torbeckind.com

Chapter 11 Petition Date: April 29, 2006

Court: Southern District of Ohio (Cincinnati)

Debtor's Counsel: Matthew A. Montgomery, Esq.
                  Huddleson & Company, LPA
                  6061 Bridetown Road
                  Cincinnati, Ohio 45248
                  Tel: (513) 574-8900
                  Fax: (513) 574-8887

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor will file the list of its 20 largest unsecured
creditors on May 15, 2006.


RENO CITY: Moody's Downgrades Rating on $18.4 Mil. Bonds to Ba2
---------------------------------------------------------------
Moody's Investors Service lowered to Ba2 from Baa3 the underlying
rating of the City of Reno Redevelopment Agency Downtown Project
Area Subordinate Lien Tax Allocation Bonds, Series 1995 A
affecting approximately $18.4 million in bonds outstanding.  The
rating has been removed from Watchlist.

The Ba2 rating and downgrade reflect Moody's expectation that
pledged tax increment revenues will provide less than sum-
sufficient coverage of debt service and recognizes the need for
the RDA to rely on existing cash reserves and proceeds from the
sale of property to meet debt service requirements over the short-
and medium-term.  Importantly, city officials have indicated a
commitment to seeing the RDA through these difficulties, including
approving a plan to extend the duration of the Redevelopment plan
by ten years.

The rating also incorporates the Downtown Project Area's
relatively small tax base which has diminished significantly in
the last few years as a result of successful tax base appeals by
the area's casinos and a still significant exposure to the gaming
industry.  The project area's long-term prospects for reversing
the negative tax base trend and plans for completely defeasing the
existing bonds are noted, but were not heavily weighted in this
rating review.

In fiscal 2005, coverage of annual total debt service by pledged
tax increment dollars was less than sum-sufficient at 0.8 times.
This weak coverage of debt service was brought on by a series of
consecutive tax base declines and corresponding losses in tax
increment revenues, exacerbated by a peaking in debt service
requirements starting in 2004.  Coverage in 2004 was a thin
1.05 times; prior to 2004, coverage of total annual debt service
generally averaged between 1.4 and 1.5 times.  To address the
shortfall in 2005, the RDA relied upon existing cash reserves,
roughly totaling $4 million, which came from property sales.

Coverage is expected to decline again in fiscal 2006 to 0.7 times
with only $3.8 million in projected tax increment revenues.
Moody's expects the RDA to cover the $1.4 million shortfall from
available cash reserves as well as proceeds from property sales,
all of which can be counted towards coverage of debt service.
Cash flow estimates as of April 2006 provided by management
indicate sufficient cash flow to meet debt service payments in the
near term; additionally the RDA holds two properties with a total
value of $1.1 million which are expected to be sold by 2007 with
proceeds made available as cash reserves for debt service.

Importantly, city officials have indicated a commitment to seeing
the RDA through these difficulties, including approving a plan to
extend the duration of the Redevelopment plan by ten years.  The
existing bonds are structured to decrease debt payments starting
in 2007 to $4.2 million.  Pledged tax increment revenues, assuming
it remains stable, would still provide only 0.9 times coverage,
with the $1.1 million in expected land sale funds more than
adequately covering this gap.  City officials hope to refund and
restructure the all of the project area debt sometime in 2007,
with the expectation of lowering total debt service to a more
manageable level.

The Downtown Project Area within Reno is fairly small,
encompassing approximately 323 acres with a base valuation of
$255.8 million.  Starting in 2001, the Downtown Project Area
experienced significant declines in assessed valuations averaging
-10.4% decreases annually with a steep fall-off in 2005 of
-30.3%.

The losses are attributed to tax base adjustments for the area's
casinos which represented nearly half of the total assessed value
in the project area as of 2004. Assessment of the local casinos is
conducted by the local county assessor and is based upon reviews
of land and replacement values for the structure to determine a
fair market value.  If the taxable value exceeds fair market
value, the assessor values the property based on net operating
income of the property.

Over the last several years, the county assessor has lowered
assessed valuations for many of the casinos based upon this
methodology; city officials attribute the lower net income levels
to higher casino expenditures associated with health care,
electricity, and remodeling costs combined with slight declines in
hotel stays and flat gaming revenues.  Additionally, many of the
casinos were also successful in appealing and further lowering
their taxable values.

As a result, the fiscal 2006 project area's incremental assessed
value now totals $125.2 million, which represents the area's
lowest incremental taxable value over the last two decades.  The
largest reduction in assessed value for a single tax payer over
the last four years is the Silver Legacy Casino Hotel, a joint
venture between Circus Circus and Eldorado, which still represents
the largest taxpayer as of 2005 at 17% despite reducing its A.V.
by one-third since 2003.  The remaining top nine taxpayers
represented 32.4% of total assessed value with three large casinos
representing 23.6%.

City officials report that casino assessed valuations should
stabilize going forward with a recovery in taxable values for the
Downtown project area supported by several large development
projects.  To address casino tax base appeals, city officials plan
to more closely engage with the county assessor, enlisting an
external auditor to review the 2005 or 2006 casino financial
statements.

The completion of the ReTRAC and Event Center projects should also
help improve downtown visitor activity.  Additionally, the city
has identified several large developments, including conversion of
casino hotels into condos and various mix-use projects that are in
various stages of planning and construction.

According to city officials, these projects are anticipated to
come on-line between 2007 and 2009 adding roughly $162.7 million
in incremental A.V. and $5.3 million in total tax increment
dollars.  The completion of these projects would be considered a
positive credit development both in terms of increasing
incremental A.V. as well as diversification.  Nevertheless, until
these projects and their associated tax revenues are realized, the
RDA will continue to face challenges in meeting debt service
requirements, relying on cash and external resources.

To alleviate this pressure, city officials extended the life of
the RDA to July 2028.  This will allow the RDA to fully refund and
defease the project area's tax allocation bonds and reissue new
bonds that extended the debt service structure by ten years.

                          Key Statistics

2006 Incremental Assessed Value:                   $125.2 million

FY05 Coverage of total annual debt service:        0.8 times
    Coverage of total peak debt service by
    estimated 2006 tax increment revenues:         0.7 times

Average annual % change in A.V., 2001 to 2006:     -10.4%

Largest taxpayers as a % of total A.V., 2005:      17.0%

Ten largest taxpayers as % of total A.V., 2005:    49.5%

Casino/Hotels as a % of total A.V. in 2004:        49.9%


REPUBLIC STORAGE: Selling Assets to Chrysalis Capital for $20 Mil.
------------------------------------------------------------------
Republic Storage Systems Company, Inc., accepted a bid submitted
by Chrysalis Capital Partners, LP, a private equity investment
firm, for the purchase of virtually all of the company's assets.

According to Jim Mackinnon of the Akron Beacon Journal, Chrysalis
Capital purchased Republic Storage for $20 million.

The asset sale, which was approved by the U.S. Bankruptcy Court
for the Northern District of Ohio at a hearing on April 28, 2006,
is expected to close shortly.

"We were attracted to Republic because, at its core, it is a solid
company with a highly desirable combination of products,
distributors, employees and management," Greg Segall, Managing
Partner of Chrysalis, said.  "We are excited to invest substantial
capital and turnaround resources to help Republic remain a market
leader and take advantage of its tremendous potential."

Republic will continue normal operations pending completion of the
sale.  Following the closing of the transaction, Chrysalis plans
to continue to operate the business under the Republic name.

"This marks the beginning of an exciting chapter in Republic's
long history," James T. Anderson, President and CEO of Republic,
said.  "Chrysalis is an experienced new owner and partner with
deep experience in turnarounds.  Its involvement gives us the
resources to expand production and reduce lead times over our peak
summer season and enables us to continue to provide customers with
the same high level of service, while creating a foundation of
financial reliability from which our key supplier, customer and
employee constituencies should draw great comfort."

Republic voluntarily filed for Chapter 11 protection on March 14,
2006, citing:

   * the negative impacts of a major flood resulting in a factory
     shutdown in 2003,

   * the doubling of steel prices in 2004 and

   * unsustainable legacy costs for retiree health care and
     pension benefits.

At that time, Republic announced that it had entered into an asset
purchase agreement with another private equity firm.

In compliance with Section 363 of the Bankruptcy Code, qualifying
bidders then had an opportunity to submit higher or better offers
for Republic's assets through a court-supervised competitive
bidding process.  Republic, in consultation with key
constituencies including the Official Committee of Unsecured
Creditors, of which the United Steelworkers union is a member,
and the company's senior secured lender, chose Chrysalis as the
highest and best bidder after an auction that concluded on April
26, pursuant to the sales procedures approved by the Court.
Proceeds from the sale will be distributed pursuant to further
orders of the Court.  While the bankruptcy will continue for some
time to resolve the various claims and rights of historical
creditors, the involvement of the Republic business in the
bankruptcy process will conclude with the closing of the sale to
Chrysalis.

"We are pleased to have quickly resolved many of the issues that
led to the Chapter 11 filing," said Mr. Anderson.  "Going forward,
we will be able to devote our full energies to meeting the needs
of the customers and markets we serve so well."

                About Chrysalis Capital Partners

Philadelphia area-based Chrysalis Capital Partners, Inc. --
http://www.ccpfund.com/-- is a private equity investment firm
with $300 million in committed equity capital under management.
Chrysalis focuses on "special situation" investments including
turnarounds, restructurings, reorganizations and recapitalizations
in a wide range of industries and circumstances throughout the
United States.

                     About Republic Storage

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.
Dov Frankel, Esq., at Buckley King, LPA, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ROUGE INDUSTRIES: Can Use Lenders' Cash Collateral Until May 31
---------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave Rouge Industries, Inc., and its
debtor-affiliates interim access to cash collateral securing
repayment of their prepetition debts to Philip Environmental
Services Corporation and Duke/Fluor Daniel.

The Bankruptcy Court has entered 14 prior orders allowing the
Debtors to use their lenders' cash collateral.  The Debtors are
authorized to use PESC and Duke/Fluor's cash collateral until May
31, 2006, in accordance with a monthly budget.  A copy of the
budget is available for free at:

              http://ResearchArchives.com/t/s?867

Use of the cash collateral will enable the Debtors to continue the
administration of their estates, wind down their remaining
businesses and operations, and liquidate their remaining assets
and properties.

To provide the prepetition lenders with adequate protection, the
Debtors will grant replacement liens and security interests to the
extent of any diminution in value of their collateral pursuant to
Sections 361 and 363 of the Bankruptcy Code.

A hearing to consider final approval of the Debtors' request to
use cash collateral is scheduled at 10:30 a.m. on May 22, 2006.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUSE CO: Moody's Rates $500MM Proposed Sr. Unsec. Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$500 million senior unsecured notes of The Rouse Company LP, and
concurrently affirmed the ratings of GGP Limited Partnership,
senior secured debt at Ba2, The Rouse Company LP at Ba1 and Price
Development Company, L.P. at Ba1.  The ratings outlook remains
stable.

According to Moody's, the Ba1 rating for the proposed senior notes
by Rouse, a subsidiary of General Growth, reflects the senior
status and structural provisions of the issuance, which contains
various covenants including debt limitations and minimum debt
service coverage requirements, although no unencumbered asset
test.  The proposed notes would rank equal with Rouse's other
senior unsecured debt.  Net proceeds from the sale of these notes
will be used to repay the firm's bridge loan.  These notes are not
guaranteed by General Growth.

Moody's stated that General Growth's Ba2 senior secured bank debt
ratings reflect its highly leveraged capital structure, high
levels of variable rate debt and secured debt funding strategy,
balanced by the resilience of the regional mall format, the REIT's
sizable and good quality portfolio and strong competitive
position.  The REIT's debt leverage is high at about 75% of gross
assets.

Moody's expects General Growth to de-lever over time by utilizing
proceeds from non-core asset sales to repay part of the bank debt
incurred to finance the acquisition of Rouse.  Almost all of the
REIT's assets are encumbered with secured debt, resulting in
limited asset coverage for unsecured creditors and strained
financial flexibility.  Secured debt is half of gross assets, and
fixed charge coverage is weak at 1.31x, including principal
amortization and joint venture-related mortgages.  However,
General Growth's debt maturity and lease expiration schedules are
very manageable, and the REIT has substantial availability on its
revolver.

Moody's believes that General Growth will continue to utilize
secured debt as its primary long-term funding source, constraining
its senior unsecured rating and strategic flexibility.
Acquisitions have been the REIT's primary source of growth.  The
size and scale of the REIT's portfolio provides it with a number
of benefits, including geographic and asset diversification, and
it bolsters its strong relationship with key national retail
tenants and brokers.  These factors enhance General Growth's
competitive position within the regional mall sector, which in
recent years has experienced much consolidation.  The REIT's
average sales per square foot rose from $276 in 1997 to $437 at
4Q05, while occupancy improved from 86% to 92.5%. General Growth
has maintained strong portfolio fundamentals and generated solid
internal growth due to resilience of consumer spending and the
strength of the regional mall format.

Moody's also stated that the Ba1 senior unsecured debt ratings of
The Rouse Company LP and Price Development Company, L.P., another
General Growth subsidiary, reflect these entities' stronger
financial profiles, supported by their bond covenants.

The stable rating outlook reflects Moody's expectation that
General Growth will more smoothly complete the integration of
Rouse's retail portfolio and community development business, and
that the REIT will be addressing all of its Sarbanes-Oxley related
material weakness.  In addition, Moody's expects that General
Growth will continue to reduce its leverage, and at least maintain
its credit metrics both on a consolidated basis and at the Rouse
level, as both entities have little rating cushion at their
current financial levels. Moody's will also closely monitor the
REIT's covenant compliance for all of Rouse's outstanding bonds.

Moody's said that positive ratings movement would reflect:

   -- fixed charge coverage including principal amortization
      and joint venture-related debt closer to 1.8X; and

   -- effective leverage closer to mid 60% and secured debt
      under 40% of gross assets, supported by deeper market
      leadership.

Negative ratings adjustments would likely reflect any further
deterioration of current credit metrics, a reduction at the Rouse
level of its current covenant compliance cushion and or an acute
reversal in earnings strength or stability.

This rating was assigned with a stable outlook:

   -- The Rouse Company LP -- $500 million senior notes at Ba1

These ratings were affirmed with a stable outlook:

   -- The Rouse Company LP -- Senior debt at Ba1

   -- Price Development Company, L.P. -- Senior debt at Ba1

   -- GGP Limited Partnership -- Senior secured debt at Ba2, and
      senior unsecured debt shelf at (P)Ba2

   -- General Growth Properties, Inc. -- Preferred stock shelf
      at (P)B1

Moody's last rating action on the REIT was in November 2004, when
Moody's lowered the senior debt ratings of The Rouse Company and
Price Development Company L.P. to Ba1, from Baa3.  Moody's also
lowered the unsecured debt shelf rating of General Growth
Properties to (P)Ba2, from (P)Ba1.  These rating actions followed
the announcement that General Growth Properties had completed its
acquisition of The Rouse Company.

General Growth Properties, Inc. [NYSE: GGP], headquartered in
Chicago, Illinois, USA, is one of the largest owners and operators
of regional malls in the United States.  The REIT reported assets
of $25.3 billion, and equity of $1.9 billion, at Dec. 31, 2005.


SENSIENT TECHNOLOGIES: S&P Affirms BB+ Rating With Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on Sensient Technologies Corp.,
and removed them from CreditWatch, where they had been placed with
negative implications on Feb. 14, 2006.  The affirmation was based
on the company's improved operating performance.

The outlook is negative.  Approximately $547 million of debt was
outstanding as of March 31, 2006.

"We expect that the company's operating performance will continue
to strengthen following its improvement in the first fiscal
quarter," said Standard & Poor's credit analyst Patrick Jeffrey.

Standard & Poor's also expects that recent price increases and
cost-saving initiatives will contribute to improved operating
performance in fiscal 2006, reducing debt leverage.

Still, the ratings on Sensient reflect the company's inconsistent
operating performance and moderately high debt leverage after a
large number of debt-financed acquisitions.  These factors are
offset somewhat by:

   * the company's position as a leading industrial marketer of
     value-added flavors, fragrances, and colors; and

   * Standard & Poor's expectation that management will continue
     to focus more on debt reduction and less on external
     investments.

Sensient manufactures and markets components that add
functionality to foods, cosmetics, pharmaceuticals, and other
products.  The company participates in highly competitive markets,
and several players are larger and financially stronger.


SFBC INTERNATIONAL: S&P Affirms B+ Rating & Alters Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Princeton, New Jersey-based contract research services provider
SFBC International Inc. to negative from stable.  Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.

"The outlook revision reflects the unresolved issues facing SFBC,
including an informal SEC investigation, a downturn in business at
its Miami, Florida, facility related to bad press and structural
issues, a continuing investigation by the Senate Finance
Committee, a tuberculosis outbreak at a Canadian facility, and
litigation," said Standard & Poor's credit analyst Alain Pelanne.

After obtaining a covenant waiver at year-end, the company has
continued negotiations with lenders and should soon have new
covenants in place that reflect the revised operational forecast.
While Standard & Poor's believes that the company has addressed
(or is in the process of addressing) each of these issues, the
inability to cope with any or all of them could result in a
negative rating action.

The speculative-grade rating on SFBC continues to reflect:

   * the company's short record of success as a growing
     participant in the global market for outsourced clinical
     trial services; and

   * its strategy of growth through acquisitions.

These risks outweigh the company's:

   * moderate debt burden,
   * large cash balance, and
   * fairly strong cash flows.


STEAKHOUSE PARTNERS: Mayer Hoffman Raises Going Concern Doubt
-------------------------------------------------------------
Mayer Hoffman McCann P.C. in San Diego, California, raised
substantial doubt about Steakhouse Partners, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2004, and 2005.  The auditor pointed to the company's losses and
working capital deficiency.

Steakhouse Partners, Inc., filed its consolidated financial
statements for the years ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 5, 2006.

The company reported a $455,000 net loss on $52,001,000 of net
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $30,734,000
in total assets, $23,644,000 in total liabilities, and $7,090,000
in total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $2,624,000 in total current assets available to pay
$12,297,000 in 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?866

Steakhouse Partners, Inc. owns and operates 25 full-service
steakhouse restaurants located in eight states.  The restaurants
specialize in complete steak and prime rib meals, and also offer
fresh fish and other lunch and dinner dishes.  The Company serves
approximately 2.5 million meals annually and operates principally
under the brand names of Hungry Hunter, Hunter Steakhouse,
Mountain Jack's and Carvers.

Steakhouse Partners filed for Chapter 11 protection on Feb. 15,
2002 (Bankr. C.D. Calif. (Riverside Div.) Case No. 02-12648).  The
Company emerged from bankruptcy on Dec. 31, 2003, pursuant to a
plan of reorganization.  As a result of the Plan of
Reorganization, all shares of the Company's common stock,
preferred stock, stock options and warrants outstanding as of Dec.
31, 2003, were cancelled and no longer exist.  On March 22, 2004,
4,500,000 shares of the Company's "new" common stock were issued
in connection with the Company's emergence from bankruptcy.  As of
that date, the only validly issued and outstanding shares of the
Company's common stock are those, which have been issued by the
Company since March 22, 2004, and trade under the symbol
"STKP.PK".


STEELCASE INC: Earns $11.2 Million in Fourth Fiscal Quarter
-----------------------------------------------------------
Steelcase Inc., reported fiscal 2006 revenue of $2.9 billion, a
9.8% increase compared to $2.6 billion last year and a
net income of $50.8 million compared with a net income of
$12.7 million in the prior year.  The company also reported
operating income of $85.5 million compared with the prior year's
$18.2 million.

The company's restructuring and other charges in fiscal 2006
totaled a net $23.0 million after-tax.  Its cost of sales, which
does not include restructuring charges, improved 1.9 percentage
points to 69.3 percent of sales from 71.2 percent of sales in the
prior year.

The improvement, according to the company, reflects benefits from
improved pricing yield, higher revenue and prior restructuring.
Some of the operating improvement in the year was offset by
disruption costs associated with ongoing restructuring
activities.

In fiscal 2006, the company's gross margins improved to 29.6% from
28.5% in fiscal 2005.  Its operating expenses, which exclude
restructuring charges, were $758.1 million, or 26.4% of sales
compared to 27.6 percent of sales in the prior year.

According to the company, the improvement reflects ongoing cost
control and higher sales volume.  Operating expenses increased
$35.8 million year over year and included higher variable
compensation expenses, increased sales and marketing costs in
North America, and the effect of acquisitions.

Steelcase increased the total of cash and short-term investments
by $76 million to $424 million at the end of fiscal 2006.  The
company reduced debt by $62 million, to a year-end balance of
$264 million.

                      Fourth Quarter Results

Steelcase reported revenue of $739.3 million for its fourth
quarter, a 7% increase compared to $691 million in the prior year
quarter.  Current year sales included $14.2 million in service
revenue, $7.4 million from acquisitions and $(18.5) million from
currency effects, compared with the prior year.

For the fourth quarter of fiscal 2006, Steelcase's net income is
$11.2 million compared with $1 million in the same quarter of the
prior year.  As a result of the reduction in the full year tax
rate to 36%, the fourth quarter tax rate fell to 27.7%, which had
the effect of increasing net income by $1.3 million.

The company's cost of sales improved 1.2 percentage points to
70.3% of sales in the fourth quarter compared to the prior year,
primarily from improved pricing yield, benefits from prior
restructuring, and higher revenue.  Gross margins of 28.6% in the
fourth quarter were up from 28.2 percent in the prior year
quarter.

Steelcase reduced operating expenses to 27.0% of sales from
27.7% of sales in the prior year.  The improvement was related to
continued cost control and leverage from higher sales volume, the
company said.

                         Business Outlook

The company expects first quarter revenue to be 7% to 11% higher
than the prior year quarter and a full year after-tax
restructuring charges of $10 to $15 million for fiscal year 2007.

                      About Steelcase Inc.

Headquartered in Grand Rapids, Michigan, Steelcase, Inc. --
http://www.steelcase.com/-- is an office furniture industry.  The
company designs and manufactures architecture, furniture and
technology products.  Founded in 1912, Steelcase serves customers
through a network of more than 800 independent dealers and
approximately 13,000 employees worldwide.

                         *     *     *

Moody's Investor Services placed Steelcase's senior unsecured debt
and corporate family ratings at Ba1 on Oct. 23, 2003, with a
positive outlook.


TEMBEC INC: Settlement Prompts S&P to Place CCC- Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC-' corporate
credit and senior unsecured credit ratings on Tembec Inc. on
CreditWatch with positive implications, following the announcement
that the Canadian and U.S. governments have reached a framework
deal for a settlement of the softwood lumber dispute that includes
a refund of about 80% of the duties paid.  Tembec has paid duties
totaling about CDN$327 million since 2002.

A duty refund of 80% (paid in U.S. dollars) would be about CDN$230
million and would materially improve Tembec's precarious liquidity
position.  At March 25, 2006, Tembec had:

   * cash and in-the-money derivative financial instruments of
     CDN$16 million; and

   * unused operating lines of about CDN$42 million.

"The timing of the duty refund is unclear, and any delay or a
lengthy process could impair Tembec's survival, as the current
liquidity situation is very weak," said Standard & Poor's credit
analyst Dan Parker.  "The ratings will remain on CreditWatch until
there is clarity surrounding the timing of the refund. An upgrade
would likely be limited to one notch," Mr. Parker added.

The ratings on Montreal, Que.-based Tembec reflect its weakening
liquidity position and the company's struggle to generate positive
EBITDA, or improve its weak cost position.  Tembec is not
currently generating enough EBITDA to cover its interest and
maintenance capital spending obligations.  Standard & Poor's
believes the company's cash generation will continue to be very
weak because of the strong Canadian dollar (currently at more than
89 U.S. cents) and high energy and fiber costs.  Tembec generated
positive EBITDA of about CDN$5.3 million in the quarter ended
March 25, 2006, but has only generated EBITDA of CDN$4.5 million
for the trailing 12 months.  Total adjusted debt is about
CDN$1.8 billion.

Standard & Poor's estimates that Tembec needs to generate about
CDN$240 million in EBITDA annually to cover interest and capital
spending.  The company has quarterly interest payments of about
CDN$33 million, and maintenance capital spending requirements of
about CDN$30 million per quarter.  There are no required interest
payments in the third quarter (ending June 24, 2006).


THAXTON: Finova Wants Right to Appeal Equitable Subordination Suit
------------------------------------------------------------------
The Finova Group, Inc., threatened to ask the U.S. Bankruptcy
Court for the District of Delaware to stay the chapter 11 cases of
The Thaxton Group, Inc., if the Thaxton Debtors file a plan of
reorganization barring the Finova Debtors from appealing the
equitable subordination ruling the Delaware District Court handed
down against Finova, The Deal reports.

As reported in the Troubled Company Reporter on March 31, 2006,
the Delaware District Court handed down a partial judgment on an
action commenced by the Official Committee of Unsecured Creditors
appointed in the Thaxton cases against the Finova Entities.

                           The Dispute

The Thaxton Debtors owed Finova $108 million at Dec. 31, 2005,
under a senior secured loan agreement.

Through an Adversary Proceeding, the Thaxton Committee sought,
among other things, to avoid or equitably subordinate Finova's
liens and claims against the Thaxton Debtors and recover
$4 million of payments previously collected due to alleged
securities fraud, violations of banking laws and regulations,
preference payments and similar claims.

In 2003, the Thaxton Debtors were declared in default under their
loan agreement with Finova after they advised Finova that they
would have to restate earnings for the first two fiscal quarters
of 2003, and after suspending payments on their subordinated
notes.  As a result of the default, Finova exercised its rights
under the loan agreement, and accelerated the indebtedness.  The
Thaxton Debtors then filed for bankruptcy protection in the
U.S. Bankruptcy Court for the District of Delaware on Oct. 17,
2003, listing assets of approximately $206 million and debts of
$242 million.  The Thaxton Group had approximately 6,800 holders
of its subordinated notes that were issued in several states, with
total subordinated indebtedness of approximately $122 million.

                 Delaware District Court Ruling

The District Court found, among other things, that Finova engaged
in fraudulent conduct by purposefully structuring its Loan
Agreement in a way that allowed Thaxton to report to all of its
creditors, and particularly prospective note purchasers, that an
$8 million equity investment had been made, when in fact that
$8 million continued to be debt, and that this enabled Thaxton to
violate federal banking law.

                     Fourth Circuit Appeal

Finova is appealing an equitable subordination order entered in
Gregory v. Finova, Case No. 04-CA-2612, in the U.S. District Court
for the District of South Carolina, to the U.S. Court of Appeals
for the Fourth Circuit (Case No. 05-2118).  Briefs in the matter
are due in three weeks, The Deal reports.

Finova asked the Delaware Bankruptcy Court to terminate the
Thaxton Debtors' exclusive period, within which only the Thaxton
Debtors can file a chapter 11 plan.  The Delaware Bankruptcy Court
denied Finova's request.

                         About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

                         About Thaxton

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.   Thaxton plans to reorganize
around its core business.


THE INN AT WHITTIER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: The Inn at Whittier, LLC
        428 West 4th Avenue
        Anchorage, Alaska 99501

Bankruptcy Case No.: 06-00121

Type of Business: The Debtor operates a hotel and restaurant.
                  See http://www.innatwhittier.com/

Chapter 11 Petition Date: April 28, 2006

Court: District of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Cabot C. Christianson, Esq.
                  Christianson & Spraker
                  911 West 8th Avenue, Suite #302
                  Anchorage, Alaska 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TODD ADAMS: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Todd Adams Chiropractic Inc.
        pdba Todd Adams DC Family Care Chiropractic
        4121 Westerly Place #116
        Newport Beach, California 92660

Bankruptcy Case No.: 06-10596

Debtor affiliates filing separate chapter 11 petitions:

      Entity                              Case No.
      ------                              --------
      Todd Adams and Melanie G. Adams     06-10597

Type of Business: The Debtor provides chiropractic care,
                  corrective exercises, and nutritional
                  counseling to patients.
                  See http://www.adamschiroclinic.com

Chapter 11 Petition Date: April 28, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Joseph A. Weber, Esq.
                  Weber Firman
                  3941-D So Bristol Street, PMB 346
                  Santa Ana, California 92704
                  Tel: (714) 433-7185

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Wachovia Bank                           $156,000
1620 East Roseville Parkway, #100
Roseville, CA 95661

GE Capital Colonial                     $136,738
3000 Lakeside Drive
Bannick Burn, IL 60015

ABCO Leasing Inc.                       $134,000
122232 17th Avenue Southeast, $204
Botheli, WA 98021

ACC Capital                             $115,406

GE Health Care                           $90,000

Southwest Credit                         $70,000

Tip Capital                             $128,000

CIT                                      $63,162

USXL                                     $63,106

SUS Quehana Patriot                      $58,397

Southwest Credit                        $110,000

BB&T Leasing                             $55,000

Leaf Financial                           $52,000

Firmco Financial                         $50,000

Team Leasing                             $50,000

Union Bank Leasing                       $98,000

Balboa Capital                           $45,000


VALHI INC: Earns $14.9 Million in Fourth Quarter of 2005
--------------------------------------------------------
Valhi, Inc., reported $14.9 million of income from continuing
operations in the fourth quarter of 2005 compared to a loss of
$31.4 million in the fourth quarter of 2004.  For the full year of
2005, the Company reported income from continuing operations of
$81.7 million compared to income of $226.3 million for 2004.

Valhi's chemicals sales increased $17.5 million in the fourth
quarter of 2005 compared to the fourth quarter of 2004, and
increased $68.1 million for the year.

Valhi's general corporate interest and dividend income was higher
in the fourth quarter and full-year of 2005 as compared to the
same periods of 2004 due primarily to a higher level of dividend
income related to its investment in The Amalgamated Sugar Company
LLC.  According to Valhi, the $21.6 million write-off of accrued
interest receivable in the fourth quarter of 2005 relates to the
forgiveness of interest receivable on the Company's loan to Snake
River Sugar Company, which loan was prepaid in October 2005.

Valhi, Inc. [NYSE: VHI] -- http://www.valhi.net/-- is engaged in
the titanium dioxide pigments, component products (precision ball
bearing slides, security products and ergonomic computer support
systems), titanium metals products and waste management
industries.

                         *     *     *

On Feb. 23, 2006, Standard & Poor's assigned Valhi, Inc.'s long
term local and foreign issuer credit ratings at BB.

Fitch placed the company's bank and senior unsecured debt ratings
at BB- on June 3, 2003, with a stable outlook.


VARIG: NY Judge Extends Embargo on Aircraft Seizure to May 31
-------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York extended until May 31 the embargo on the
seizure of VARIG Brazilian Airlines' aircraft by aircraft leasing
companies.

VARIG can now continue its financial recovery plan which hopefully
may lead to a definitive resolution to the Airline's restructuring
needs in the near future.

"With his decision, which was based on information presented to
him at the hearing, Judge Drain has demonstrated once again that
our Company is viable and is on course to meet its objectives,"
Marcelo Bottini, VARIG's President said.

"Furthermore, the Judge's findings are consistent with those of
the Brazilian Judge, Roberto Ayoub, overseeing VARIG's Recovery
Plan, both of whom have faith that the Company is on the road to
financial stability," he added.

Present at the hearings were VARIG's attorneys, Pillsbury
Winthrop, as well as representatives of the consulting firm
Alvarez & Marshal, which is advising VARIG on their restructuring.
In addition, a team from VARIG LOG was also in attendance as an
interested party since they have submitted an offer to acquire
VARIG for $400 million.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


VTEX ENERGY: Posts $2.6M Net Loss in Third Quarter Ended Jan. 31
----------------------------------------------------------------
VTEX Energy, Inc., filed its financial statements for the nine
months ended Jan. 31, 2006, with the Securities and Exchange
Commission on April 24, 2006.

The company reported a $2,685,467 net loss on $153,278 of total
revenues for the nine months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $18,179,151
in total assets, $11,971,226 in total liabilities, and $6,207,925
in stockholders' equity.

The company's Jan. 31 balance sheet also showed strained liquidity
with $1,180,488 in total current assets available to pay
$7,043,598 in total current liabilities coming due within the next
12 months.

Full-text copies of the company's financial statements for the
nine months ended Jan. 31, 2006, are available for free at
http://ResearchArchives.com/t/s?85f

                       Going Concern Doubt

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, raised
substantial doubt about VTEX Energy, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended April 30, 2005.  The
auditor pointed to the company's significant losses from
operations, working capital deficiency, and additional funding
requirement.

VTEX Energy, Inc., explores for and produces oil and gas primarily
in Louisiana and Texas.  The company focuses on low-risk drilling
developments, recompletions, and workovers, and has estimated
proved preserves of 103,000 barrels of crude oil and 9.4 billion
cu. ft. of natural gas.


WHITCO CO: American Tech Closes Assets Acquisition Transaction
--------------------------------------------------------------
American Technologies Group, Inc., (OTC BB: ATGR) closed on the
acquisition of certain of Whitco Company, LP's assets as
authorized by an April 25 order from the U.S. Bankruptcy Court of
the Northern District of Texas, Fort Worth Division.

Prior to closing of the sale, Whitco sought protection under
Chapter 11 of the United States Bankruptcy Code, and the approval
of the acquisition of its remaining assets by American
Technologies.  The purchase price paid at closing for the assets
consisted of:

     * the issuance of 3.75 million warrants to purchase American
       Technologies' common shares at an exercise price of $0.001
       per share,

     * the delivery of a registration rights agreement requiring
       American Technologies to register the shares issued upon
       the exercise of the Warrant, and

     * the cancellation of certain debtor-in-possession financing
       provided to Whitco prior to the asset sale closing.

American Technologies has secured working capital for this new
acquisition in the form of a $500,000 credit facility with Gryphon
Master Fund and affiliates of Dallas, Texas.

                    About American Technologies

American Technologies Group, Inc., through its wholly owned
subsidiary, North Texas Steel Company, Inc., is an American
Institute of Steel Construction certified structural
steel fabrication company and provides fabrication and detailing
of structural steel components for commercial buildings, office
buildings, convention centers, sports arenas, airports, schools,
churches and bridges.

                      About Whitco Company

Headquartered in Fort Worth, Texas, Whitco Company, LP, sells and
distributes structural steel and aluminum lighting poles
worldwide.  Whitco provides marketing expertise and engineering
knowledge to a nationwide contracted lighting representative base
as well as original equipment manufacturer customers. The Company
filed for chapter 11 protection on March 15, 2006 (Bankr. N.D.
Tex. Case No. 06-40721).  Eric A. Liepins, Esq., at Eric A.
Liepins, P.C., represents the Debtor.  When the Debtor filed for
protection from its creditors, they estimated less than $50,000 of
assets and between $1 million and $10 million of debts.


YUKOS OIL: TRO vs. Equity Sale to Lithuanian AB Stretched to May 4
------------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended the temporary restraining
order barring Yukos Oil Company from selling its assets absent his
prior consent until May 4, 2006, 11:59 a.m.

The TRO does not bar the Company from negotiating a possible sale.
It bars the Company from signing a sale agreement, the Court's
April 28, 2006, order clarified.

Eduard K. Rebgun, in his capacity as foreign representative for
Yukos Oil Company filed a chapter 15 petition on April 13 (Bankr.
S.D.N.Y. Case No. 06-10775), in an attempt to halt the sale of
Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta.
Published reports suggest that the Company's stake may have a
value at around US$1.2 billion to US$1.4 billion.

As reported in the Troubled Company Reporter-Europe on March 31,
2006, the Moscow Arbitration Court banned Yukos from selling its
assets worth more than RUB30 million without permission from
court-appointed external manager Mr. Rebgun.

Headquartered in Moscow, Russia, Yukos Oil Company --
http://yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to
enjoy certain rights to oil and gas production, refining and
marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
after, its main production unit Yugansk, was sold by the
government to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

Yukos filed a Chapter 15 petition on April 13, 2006 (Bankr.
S.D.N.Y. Case No. 06-10775).  Howard Seife, Esq., at Chadbourne &
Parke, LLP, represents the Company.


ZIM CORPORATION: Amends 2005 Financial Statements
-------------------------------------------------
ZIM Corporation filed with the Securities and Exchange Commission
on April 24, 2006, its amended financial statements for:

   -- the year ended March 31, 2005;
   -- the first quarter ended June 30, 2005;
   -- the second quarter ended Sept. 30, 2005; and
   -- the third quarter ended Dec. 31, 2005.

The company's Statement of Operations showed:

                               For the period ended
                  ----------------------------------------------
                      Year      Quarter    Quarter      Quarter
                    03/31/05    06/30/05   09/30/05     12/31/05
                  ----------  ----------  ---------  -----------
Revenue           $4,342,321  $1,332,693   $908,839     $823,289

Net (Loss)       ($3,964,107)  ($196,881) ($368,720) ($2,391,930)

The company's Balance Sheet showed:

                               For the period ended
                  ----------------------------------------------
                      Year      Quarter    Quarter      Quarter
                    03/31/05    06/30/05   09/30/05     12/31/05
                  ----------  ----------  ----------  ----------
Current Assets    $3,522,914  $3,728,627  $3,133,221  $2,465,537

Total Assets      $5,806,694  $5,957,484  $5,480,744  $2,773,953

Current
Liabilities       $2,402,204  $2,543,097  $2,259,960  $1,903,479

Total
Liabilities       $2,402,204  $2,543,097  $2,259,960  $1,972,687

Total
Stockholders'
Equity            $3,404,490  $3,414,387  $3,220,784    $801,266

                        Going Concern Doubt

Raymond Chabot Grant Thornton LLP in Ottawa, Canada, raised
substantial doubt about ZIM Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2005.  The auditor pointed
to the company's net loss and negative cash flows from operations
during the last five years.

Full-text copies of the company's financial statements are
available for free at:

   Year Ended March 31, 2005   http://ResearchArchives.com/t/s?861

   First quarter ended
   June 30, 2005               http://ResearchArchives.com/t/s?862

   Second quarter ended
   Sept. 30, 2005              http://ResearchArchives.com/t/s?863

   Third quarter ended
   Dec. 31, 2005               http://ResearchArchives.com/t/s?864

ZIM Corporation -- http://www.zim.biz/-- is a mobile service
provider, aggregator and application developer for the global SMS
market.  ZIM's products include mobile e-mail and office tools,
such as ZIM SMS Chat, and its message delivery services include
Bulk SMS, Premium SMS and Location Based Services.  ZIM is also a
provider of enterprise-class software and tools for designing,
developing and manipulating database systems and applications.
Through its two-way SMS expertise and mobile-enabling
technologies, ZIM bridges the gap between data and mobility.


ZION GIN: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Zion Gin Company, Inc.
        4958 Highway 70 East
        Brownsville, Tennessee 38012

Bankruptcy Case No.: 06-10908

Debtor affiliates filing separate chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      Maurice Wayne Tritt        06-10906
      Virginia Tritt Taylor      06-10907

Type of Business: The Debtor manufactures cotton gins.

                  Maurice Wayne Tritt is the president of the
                  Debtor, and Virginia Tritt Taylor is one of the
                  Debtor's shareholders.

Chapter 11 Petition Date: April 28, 2006

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 South Shannon
                  P.O. Box 2877
                  Jackson, Tennessee 38302-2877
                  Tel: (731) 424-3074

Total Assets: $2,416,041

Total Debts:    $913,912

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tritt & Son Fertilizer                                 $143,279
4958 Highway 70 East
Brownsville, TN 38012

Small Business Administration                          $105,935
2120 Riverfront Drive, Suite 100
Little Rock, AR 72202-1747

T&B Trucking                                            $54,099
Dr. Hess Road
Bells, TN 38006

Ricky Barnhart                                           $9,505

Blytheville Sheet Metal, Inc.    Equipment Repair        $9,000

Southern Mechanical Co.          Equipment Repair        $6,663

Tennessee Department of Labor    Unemployment Tax        $3,179

Arthur J. Gallagher              Car Insurance           $2,885

The Press Doctor                 Equipment Repair        $2,570

Columbus Life Insurance                                  $2,200

Tire Treads, Inc.                Equipment               $1,000

Best One Tire of Jackson         Equipment                 $640

George Eivazzadeh                Labor Office Program      $540

Gibson Enterprises               Advertising               $503

Lease Express                    Equipment                 $367


ZOOMERS HOLDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Zoomers Holding Company LLC
        497 Webbs Cove
        Osprey, Florida 34229

Bankruptcy Case No.: 06-02008

Chapter 11 Petition Date: April 28, 2006

Court: Middle District of Florida (Fort Myers)

Debtor's Counsel: Richard Johnston, Jr., Esq.
                  Kiesel Hughes & Johnston
                  P.O. Box 1000
                  Fort Myers, Florida 33902
                  Tel: (239) 337-3900
                  Fax: (239) 337-7968

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Anchor Group                                           $636,828
15670 McGregor Boulevard
Suite 4
Fort Myers, FL 33908

Christo, Inc.                                          $194,830
4461-B Hancock Bridge Parkway
North Fort Myers, FL 33903

Dan Fluharty, Inc.                                     $152,833
P.O. Box 155
Estero, FL 33928

Aspen Electric, Inc.                                    $52,861

Vend Lease Co., Inc.             Equipment Lease        $38,588

Southern Traditional                                    $27,542
Landscape Contractors

Hughes Supply, Inc.                                     $25,393

Dufresne Henery, Inc.                                   $25,242

Security Electric of                                    $23,737
Southwest Florida, Inc.

Viking Construction Corp. of                            $21,243
Southwest Florida

Sun Coast Paving, Inc.                                  $20,000

Parr Media Group                                        $19,000

HPL USA, LLC                                            $15,900

Coastal Decks & Fencing, Inc.                           $14,713

Viking Millwork, Inc.                                   $13,150

Sanibel Glass & Mirror, Inc.                            $11,600

Nations Rent                                            $10,441

Florida Flame                                           $10,000

Dennie Miller Plumbing, Inc.                             $7,114

Commercial Voice & Data, LLC                             $6,578


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (24)         122       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (19)         576       28
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (77)          195      (29)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Cogdell Spencer         CSA         (50)         178      N.A.
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (79)         750      195
Crown Holdings I        CCK        (213)       6,885      171
Crown Media HL          CRWN       (123)       1,274      (99)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (86)
Domino's Pizza          DPZ        (511)         461        4
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (15)          19       (1)
Encysive Pharm          ENCY        (11)         147      111
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (183)         887      245
Hercules Inc.           HPC         (25)       2,569      331
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (59)         242      122
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (17)          45       29
Incyte Corp.            INCY        (19)         374      326
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         440      217
Labopharm Inc.          DDS          (3)          55       17
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (83)       1,668      230
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
New River Pharma        NRPH         (6)          54       47
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (276)       1,148      202
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,096)       1,044      121
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,481      130
Sealy Corp.             ZZ         (288)         906       46
Sepracor Inc.           SEPR       (165)       1,275      769
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (3)         512      (67)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (17)          13      (11)
Uranium Res Inc.        URRE        (36)          18      (17)
Vertrue Inc.            VTRU        (30)         446      (82)
Warrior Energy          WARR        (16)         102        6
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (559)       3,517      876


                             *********

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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