TCR_Public/060503.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 3, 2006, Vol. 10, No. 104

                             Headlines

2135 GODBY: Case Summary & 20 Largest Unsecured Creditors
2929 PANTHERSVILLE: Case Summary & 20 Largest Unsecured Creditors
ABB LUMMUS: Section 341(a) Meeting Scheduled for May 30
ALAN VEYS: Case Summary & 7 Largest Unsecured Creditors
AMC ENT: Exchanging $325MM Sr. Sub. Notes for Registered Bonds

AMERICAN CELLULAR: Purchases Texas 15 Rural Service Area for $25MM
AMTROL INC: Moody's Junks $97.8M Senior Subordinated Notes
ARAMARK CORP: Moody's Rates Sr. Sub. Shelf Registration at (P)Ba1
AVIALL INC: Inks $1.7-Billion Merger Agreement with Boeing
AVIALL INC: Pending Boeing Merger Cues S&P to Put Ratings on Watch

AZTAR CORP: Board Says Columbia's $50 Per Share Bid is Superior
BALLY TECHS: Financial Report Adjustments Cue S&P to Lower Ratings
BPC HOLDING: Earns $19.7 Million During Year Ended December 31
CALPINE GEYSERS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Portland Wants to Settle 34 "Present" Tort Claims

CATHOLIC CHURCH: Father M Appeals Ct. Order on Document Production
CB RICHARD: S&P Raises Counterparty Credit Rating to BB+ from BB-
CHASE MORTGAGE: Fitch Puts Low-B Ratings on Class B-3 & B-4 Certs.
CHYRON CORP: Balance Sheet Upside-Down by $593,000 at December 31
CINCINNATI BELL: Fitch Affirms B+ Issuer Default Rating

COMVERSE TECH: CEO & CFO Resign as Options Investigation Continues
CRICKET COMMS: Increases ANB Loan Facility to $290 Million
CRITICAL CARE: Files 2005 Financial Statements
DANA CORP: Judge Lifland Denies Asbestos Committee Appointment
DANA CORP: Employs 11 Additional Ordinary Course Professionals

DARRYL NORMAN: Case Summary & 16 Largest Unsecured Creditors
DELPHI CORP: Extends Union Deadline to Decide on Buy-Out
DELPHI CORP: Deal with General Motors to Forgo Price Cut Expenses
DELPHI CORP: Says Court can Cancel Labor Deals
DONALD COHEN: Case Summary & 2 Largest Unsecured Creditors

DSTAR ARBOLEDA: Voluntary Chapter 11 Case Summary
EASY GARDENER: Taps Logan & Company as Claims & Noticing Agent
EATON VANCE: Moody's Junks $16 Million Secured Fixed Rate Notes
ELEVEN SOUTH: John Hancock Denies Access to Cash Collateral
ELEVEN SOUTH: Section 341(a) Meeting Scheduled for June 1

ENTERGY NEW ORLEANS: Court Extends Plan Filing Period to Aug. 21
ENTERGY NEW ORLEANS: Wants to Make Quarterly Dividend Payments
FLOWERS FOODS: Moody's Lifts Ba2 Corp. Family Rating to Baa3
FSI INC: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Extends Union Deadline to Decide on Buy-Out

GENERAL MOTORS: Deal with Delphi to Forgo Price Cut Expenses
HONEY CREEK: Taps Caine Mitter as Interest Rate Consultants
INTEGRAL VISION: Rehmann Robson Raises Going Concern Doubt
INTEGRATED ELECTRICAL: Court Gives Final Nod on PwC as Auditors
INTEGRATED ELECTRICAL: Assuming Lease Agreement with Enterprise

J.P. MORGAN: Fitch Rates Class C-B-4 & C-B-5 Certs. at Low-B
KERR MCGEE: Moody's Upgrades Ba3 Rated Debts to Ba2
KERZNER INTL: Investor Group Raises Going-Private Bid to $3.8 Bil.
KIMBERLY CROSSING: Voluntary Chapter 11 Case Summary
KL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

KMART CORP: Rubloff Development Moves for Summary Judgment
KMART CORP: Files Revised Status Report on Avoidance Actions
KULICKE & SOFFA: Moody's Raises B3 Corporate Family Rating to B2
KYUNG PYUN: Case Summary & 5 Largest Unsecured Creditors
LACE CONSTRUCTION: Case Summary & 18 Largest Unsecured Creditors

LEAP WIRELESS: S&P Affirms B- Corp. Credit & Sr. Sec. Debt Ratings
LEHMAN XS: Moody's Puts Low-B Rating on Two Note Classes
LEVEL 3: Buying TelCove Inc. for $1.23 Billion
MID-STATE RACEWAY: Emerges from Bankr. & Resolves Vestin Claims
NATIONAL ENERGY: Report Ch. 11 Plan Implementation for 2nd Quarter

NORTEL NETWORKS: S&P Holds B- Corp. Credit Rating on Neg. Watch
NORTHWEST AIRLINES: Has Until June 1 to File Financial Statements
O'SULLIVAN INDUSTRIES: Looks for New Independent Accountant
ON SEMICONDUCTOR: Earns $40.4 Million During Fiscal First Quarter
OWENS CORNING: Supreme Court Denies Substantive Consolidation

PARKER DRILLING: Moody's Outlook on Low-B Ratings is Stable
PERFORMANCE TRANSPORTATION: Damon To Serve as Committee Co-Counsel
PETER KOHM: Case Summary & 5 Largest Unsecured Creditors
PHRONESIS FULFILLMENT: Case Summary & 2 Largest Unsec. Creditors
POSITRON CORPORATION: Ham Langston Raises Going Concern Doubt

R.E. FOSAL: Case Summary & 4 Largest Unsecured Creditors
RALPH ALLEN: Case Summary & 3 Largest Unsecured Creditors
REFCO INC: Five Shareholders Want Equity Committee Appointed
RIVERSTONE NETWORKS: Plans to Liquidates Under Chapter 11
SAXON ASSET: Moody's Reviews Three Sub. Certificate for Downgrade

SCHLOTZSKY'S INC: Joint Plan of Liquidation Now Effective
SCOTT MEYROWITZ: Case Summary & 20 Largest Unsecured Creditors
SHERMAN CARLSMITH: Case Summary & 20 Largest Unsecured Creditors
STRUCTURED ASSET: Fitch Rates $7.2 Million Class B-2 Cert. at BB+
STRUCTURED ASSET: Moody's Reviews 2 Certs. For Possible Downgrade

TENNEOC INC: Moody's Holds Rating on Corporate Family at B1
THOMAS LIBER: Case Summary & 15 Largest Unsecured Creditors
TNS INC: Special Panel Junks Management's $527-Mil. Buy Out Offer
TOMMY HILFIGER: Completes Consent Solicitation for 6.85% Notes
TORCH OFFSHORE: Court Confirms First Amended Chapter 11 Plan

UNIFI INC: Launches Cash Tender Offer of Outstanding 6-1/2% Notes
UNITED FINISHING: Case Summary & 19 Largest Unsecured Creditors
VARIG S.A.: VarigLog Increases Purchase Offer to $450 Million
VARIG S.A.: Brazilian Labor Court Allows Union to Seize Assets
VARIG S.A.: ILFC Wants to Collect Payments Under Sept. 2005 Deal

WEEKS LANDING: Wants Berger Singerman as Bankruptcy Counsel
WEEKS LANDING: Section 341(a) Meeting Scheduled for May 11
WI-TRON INC: KBL LLP Raises Going Concern Doubt
WILLIAMS COS: Obtains $1.5 Bil. Unsec. Revolving Credit Facility
WORLD HEALTH: Completes Sale to Jackson Healthcare for $43 Million

WORLDWIDE BIOTECH: Auditor Raises Going Concern Doubt
XM SATELLITE: Closes New $800 Million Senior Notes Offering

* Chrysalis Capital Partners Closes Inaugural Fund at $300 Million
* Proskauer Rose Hires Fred Bernstein as Corporate Dept. Partner
* Fitch Sets Up Distressed Recovery Ratings for Europe & US

* Upcoming Meetings, Conferences and Seminars

                             *********

2135 GODBY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 2135 Godby Property, LLC
        dba Quail Creek
        4766 Park Granada, Suite 106
        Calabasas, California 91302

Bankruptcy Case No.: 06-65007

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Todd E. Hennings, Esq.
                  Macey, Wilensky, Cohen, Wittner & Kessler, LLP
                  Suite 600, Marquis Two Tower
                  285 Peachtree Center Avenue Northeast
                  Atlanta, Georgia 30303-1229
                  Tel: (404) 584-1222
                  Fax: (404) 681-4355

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
   ------                        ---------------   ------------
City of College Park             Trade Debt            $113,746
P.O. Box 87137
Atlanta, GA 30337

Redi-Floors                      Trade Debt             $41,986
1791 Williams Drive
Marietta, GA 30066

Greg Owczarski                   Trade Debt             $40,000
10800 Alpharetta Highway #503
Roswell, GA 30076

Woodruff Property Management     Trade Debt             $27,490

Advanced Painting, Inc.          Trade Debt             $19,425

Atlanta Paving Group Company     Trade Debt             $12,591

Whirlpool                        Trade Debt             $10,880

Peachtree Pest Control           Trade Debt             $10,141

At Your Service Lawn             Trade Debt              $5,500

Alpha Plumbing Co., Inc.         Trade Debt              $4,166

Cornerstone Enforcement, Inc.    Trade Debt              $3,471

Apartment for Rent               Trade Debt              $3,280

American Int'l Companies         Trade Debt              $3,187

Healy-Brown Company, Inc.        Trade Debt              $2,890

Master Contracting, Inc.         Trade Debt              $2,465

Marietta Drapery and             Trade Debt              $2,144
Window Coverings

First Advantage Safe Rent        Trade Debt              $1,792

The Jet King, Inc.               Trade Debt              $1,545

Surface Care, LLC                Trade Debt              $1,540

Bobby Howell                     Trade Debt              $1,509


2929 PANTHERSVILLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 2929 Panthersville Associates
        6075 Barfield Road, Suite 110
        Atlanta, Georgia 30328

Bankruptcy Case No.: 06-64988

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: John A. Christy, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1600 Candler Building
                  127 Peachtree Street Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 681-3450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Jerry Ashkouti,                  Bank Loan             $231,000
Albert Ashkouti, Michael Hammer,
Diane Dumit & Evelyn Ashkouti
6075 Barfield Road, Suite 1110
Atlanta, GA 30328

Hamner Enterprises, Inc.         Trade Debt             $63,000
P.O. Box 421247
Atlanta, GA 30342

Master Contracting, Inc.         Trade Debt             $57,471
3104 Lynray Drive
Doraville, GA 30340

Dekalb County Georgia            Trade Debt             $42,459

Creative Companies, Inc.         Trade Debt             $29,069

Georgia Power Company            Trade Debt             $25,151

All Weather Roofing & Gutters    Trade Debt             $24,557

Another Turn Contracting, Inc.   Trade Debt             $12,130

Redi-Floors, Inc.                Trade Debt              $8,870

PDQ Services, Inc.               Trade Debt              $8,717

Wilson Pool Service, Inc.        Trade Debt              $8,682

Bill Tahamtan                    Trade Debt              $4,556

ACI Group, Inc.                  Trade Debt              $4,419

Inspector Drain, Inc.            Trade Debt              $2,751

Solutions Pest Control           Trade Debt              $2,244

First Advantage                  Trade Debt              $1,947

Torino E. Hawkins                Trade Debt              $1,500

Bellsouth Advertising and        Trade Debt              $1,478
Publishing Corp.

Bellsouth                        Trade Debt              $1,477

Ackerman Security Systems        Trade Debt              $1,380


ABB LUMMUS: Section 341(a) Meeting Scheduled for May 30
-------------------------------------------------------
Kelly Stapleton Beaudin, the U.S. Trustee for Region 3, will
convene a meeting of ABB Lummus Global, Inc.'s creditors at
2:00 p.m., on May 30, 2006, at the J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112 in Wilmington, Delaware.

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

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


ALAN VEYS: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Alan J. Veys Properties, LLC
        dba Lone Eagle Resort
        1555 3rd Avenue #D
        Longview, Washington 98632

Bankruptcy Case No.: 06-40911

Debtor affiliate filing separate chapter 11 petition:

      Entity                      Case No.
      ------                      --------
      Lone Eagle Resorts Inc.     06-40912

Chapter 11 Petition Date: May 1, 2006

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtors' Counsel: Albert N. Kennedy, Esq.
                  Tonkon Torp LLP
                  1600 Pioneer Tower
                  888 Southwest 5th Avenue #1600
                  Portland, Oregon 97204-2099
                  Tel: (503) 221-1440
                  Fax: (503) 274-8779

                               Estimated Assets   Estimated Debts
                               ----------------   ---------------
Alan J. Veys Properties, LLC   Unknown            Unknown

Lone Eagle Resorts Inc.        $500,000 to        $1 Million to
                               $1 Million         $10 Million

A. Alan J. Veys Properties, LLC's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tonk Fischer, Esq.               Accounting             $15,000
Fischer Hayes and Associates PC  Services
3295 Triangle Drive, Southeast
#200
Salem, OR 97302

P. Michael Long                  Legal Services         $15,000
P.O. Box 1171
Longview, WA 98632

James F. Stock                   Services               $10,000
P.O. Box 69
Sweet Home, OR 97386

Alaska Seaplane Services                                 $7,240
1873 Shell Simmons Drive
Juneau, AK 99801

B. Lone Eagle Resorts Inc.'s 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Archangel Aviation               Services                $4,029
P.O. Box 210904
Auke Bay, AK 99821

Leduc Packaging                  Trade Debt              $2,289
4424 4th Avenue South
Seattle, WA 98134-2312

Insurance Center                 Trade Debt              $2,096
2525 Gambell Street #305
Anchorage, AK 99503


AMC ENT: Exchanging $325MM Sr. Sub. Notes for Registered Bonds
--------------------------------------------------------------
AMC Entertainment Inc. is offering to exchange up to $325 million
aggregate principal amount of its 11% Series A Senior Subordinated
Notes due Feb. 1, 2016, for an equal principal amount of its
outstanding 11% Series B Senior Subordinated Notes due
Feb. 1, 2016.

The outstanding 11% Series B Senior Subordinated Notes are
substantially identical to the original notes, except that these
notes have been registered under the federal securities laws and
will not bear any legend restricting their transfer.

The exchange notes are unsecured senior subordinated obligations
and will rank junior to all of the Company's existing and future
senior indebtedness.  The Company's obligations under the exchange
notes will be guaranteed, on a senior subordinated basis, by all
of its existing and future subsidiaries.

AMC discloses that it may redeem some or all of the notes at any
time on or after Feb. 1, 2011.  In addition, the Company may
redeem up to 35% of the aggregate principal amount of the notes
using net proceeds from certain equity offerings completed on or
prior to Feb. 1, 2009.  There is no sinking fund for the notes.

The Company will not receive any proceeds from the exchange offer.

A full-text copy of the Registration Statement is available for
free at http://researcharchives.com/t/s?86a

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the
theatrical exhibition industry.  The company serves more than 250
million guests annually through interests in 415 theatres and
5,672 screens in 12 countries including the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings assigned a 'B' issuer default rating to AMC
Entertainment Inc.  Fitch also assigned a 'B' Issuer Default
Rating to AMC's parent, Marquee Holdings Inc.

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on both AMC Entertainment Inc.
and AMC's parent, Marquee Holdings Inc.  The outlook for both AMC
and Marquee is negative.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
Moody's Investors Service assigned a Ba3 rating to the proposed
bank facilities of AMC and a B3 rating to AMC's proposed senior
subordinated notes issuance.


AMERICAN CELLULAR: Purchases Texas 15 Rural Service Area for $25MM
------------------------------------------------------------------
American Cellular Corporation, a subsidiary of Dobson
Communications Corporation, agreed to purchase wireless assets in
Texas 15 Rural Service Area as well as additional PCS wireless
spectrum in Tom Green, Brown, Comanche and Mills counties.

The $25 million purchase is subject to approval by the Federal
Communications Commission.  The Company expects to close on the
purchase of non-spectrum assets in early June and to close on the
spectrum purchase in the third quarter, after FCC approval.

The purchase will increase the Company's competitive footprint in
the central core of Texas, being located primarily west and south
of markets already served by the Company under the Cellular One
brand.

Texas 15 RSA includes 12,477 square miles of the state and has a
population of approximately 207,200.  The Company will acquire
approximately 850 customers with the purchase.  The Company will
also acquire 25 MHz of cellular spectrum and 10 MHz of PCS
spectrum over Texas 15 RSA, which covers Blanco, Burnet, Concho,
Gillespie, Kendall, Kerr, Kimble, Lampasas, Llano, Mason,
McCulloch, Menard and San Saba counties.  Primary cities in Texas
15 RSA include Brady, Fredericksburg, Kerrville and Lampasas.
Fredericksburg and Kerrville are popular tourist destinations.
There are also several lakes and historical sites in Texas 15 RSA
that attract visitors to the area.

In addition, the Company is purchasing 10 MHz of PCS spectrum in
Tom Green, Brown, Comanche and Mills counties.  The Company
already provides cellular service in the Brown, Comanche and Mills
counties, which are located in Texas 9 RSA.  San Angelo, the
county seat of Tom Green County, is the largest city in the
region.

The Company plans to upgrade the quality of the Texas 15 RSA
network, using state-of-the-art GSM,GPRS, and EDGE technology that
will match its networks in Texas 9 RSA to the north, and Texas 10
and 16 RSAs to the east.

"With the acquisition of Texas 15 RSA, we continue to enhance our
strategic footprint in Texas," said Steve Dussek, president and
chief executive officer.  "We will now serve most of the central
core of Texas south of Dallas and Fort Worth, west of Houston and
north of San Antonio."

                           About Dobson

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq: DCEL) -- http://www.dobson.net/-- provides wireless
phone  services to  rural markets in the United States and owns
wireless operations in 16 states.

                          About American

American Cellular Corp. (Nasdaq: DCEL) --
http://www.americancellular.net/--  is a rural and suburban
provider of wireless communications services in the United States.
The company provides wireless telephone service in portions of
Illinois, Kansas, Kentucky, Michigan, Minnesota, New York, Ohio,
Oklahoma, Pennsylvania, West Virginia and Wisconsin.  The company
offers digital voice, data and other feature services to
subscribers through Global System for Mobile Communications,
General Packet Radio Service, Enhanced Data for GSM Evolution, and
Time Division Multiple Access, digital networks.  At Dec. 31,
2005, the company's wireless telephone systems covered a total
population of 5.2 million and had approximately 669,700
subscribers with an aggregate market penetration of 13.0%.

American Cellular's 10% Senior Notes due 2011 carry Standard &
Poor's B- rating.


AMTROL INC: Moody's Junks $97.8M Senior Subordinated Notes
----------------------------------------------------------
Moody's Investors Service lowered the long-term debt ratings of
AMTROL Inc.  The new Caa1 Corporate Family Rating reflects Moody's
judgment that the Company's obligations are in poor standing and
subject to very high credit risk.  The rating outlook remains
negative.

These ratings were affected by this action:

   -- Corporate Family Rating, downgraded to Caa1 from B3

   -- $97.8 million of 10.625% senior subordinated notes, due
      2006, to Ca from Caa3

The Ca rating on the subordinated bonds reflects their highly
speculative nature and the proximity of a probable debt
restructuring as all of the Company's North American debt matures
in December 2006.  The Ca rating further reflects Moody's
expectation of partial recovery of principal and interest.  The
security claims of the senior subordinated noteholders are
subordinated to approximately $87 million in unrated, structurally
senior debt as of December 31, 2005.  Total leverage through the
subordinated debt was approximately 7 times trailing EBITDA of
approximately $26 million as of December 31, 2005.

                        Liquidity is Adequate

As of Dec. 31, 2005, Amtrol had $7.5 million of cash on hand and
approximately $4.3 million of un-used availability under the
borrowing base of its $30 million revolving credit facility.  The
Company historically uses cash in the first quarter as it builds
working capital and issues its annual volume rebates.

As a result, Moody's estimates that current liquidity totals
approximately $10 million.  Moody's further projects that
operating cash flow for fiscal 2006 should remain in line with
fiscal 2005 at approximately $9 million, which, together with cash
on hand and revolver borrowings, should be sufficient to fund the
Company's operational needs through the pending debt maturities.

Moody's previous rating action on Amtrol was the downgrade of the
Corporate Family Ratings to B3 from B1 and of the senior
subordinate notes from B3 to Caa3 in December 2001.

AMTROL Inc., based in West Warwick, Rhode Island, is an
international producer and marketer of flow and expansion control
products, water heaters and cylinders for variety of gases.
Amtrol is a wholly owned subsidiary of AMTROL Holdings, Inc.,
which is controlled by Cypress Merchant Banking Partners, L.P. and
Cypress Offshore Partners.


ARAMARK CORP: Moody's Rates Sr. Sub. Shelf Registration at (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service placed the credit ratings of ARAMARK
Corporation and its subsidiary, ARAMARK Services, Inc., on review
for possible downgrade following Aramark's announcement that it
received a proposal from a group of investors led by Joseph
Neubauer, Chairman and Chief Executive Officer, to acquire all of
the outstanding shares of common stock for $32 per share in cash.

The investors in the proposed transaction include funds managed by
GS Capital Partners, J.P. Morgan Capital Partners, Thomas H. Lee
Partners and Warburg Pincus LLC.  The Board of Directors of
Aramark announced that it formed a special committee of
independent directors to consider the proposal.

The proposal letter indicates that the transaction would be
financed through a combination of equity and approximately $6.25
billion of debt financing. The investor group received a "highly
confident" letter from Goldman Sachs Credit Partners, LP, and J.P.
Morgan Securities, Inc., stating that they are highly confident of
raising approximately $6.25 billion of debt financing necessary to
complete the transaction.

The review for downgrade reflects Moody's expectation, based on
information contained in the proposal letter, that there would be
a substantial increase in debt levels and weakening of credit
metrics if the offer is accepted as proposed.  The rating review
may involve certain interim steps that could result in a downgrade
after board approval of the transaction is received.  Moody's
believes that a downgrade to the single B rating category is
possible if the transaction is completed on these terms.

The rating review will focus on the expected capital structure,
liquidity position and operating strategy of Aramark upon
executing a definitive transaction agreement.

These ratings were placed on review for potential downgrade:

   * Baa3 rating on $300 million senior unsecured notes due 2006
   * Baa3 rating on $125 million senior unsecured notes due 2006
   * Baa3 rating on $300 million senior unsecured notes due 2007
   * Baa3 rating on $31 million senior unsecured notes due 2007
   * Baa3 rating on $300 million senior unsecured notes due 2008
   * Baa3 rating on $250 million senior unsecured notes due 2012
   * (P) Baa3 on senior unsecured shelf registration
   * (P) Ba1 on senior subordinated shelf registration

Aramark Corporation, a managed services company headquartered in
Philadelphia, Pennsylvania, provides or manages a variety of
services, including food and support services, and uniform rental
and sales. The company's revenues were approximately $11.2 billion
for the twelve month period ending December 31, 2005.


AVIALL INC: Inks $1.7-Billion Merger Agreement with Boeing
----------------------------------------------------------
The Boeing Company (NYSE: BA) and Aviall, Inc. (NYSE: AVL) entered
into a definitive agreement for Boeing's acquisition of Aviall in
an all cash merger for $48 per share or $1.7 billion.  Boeing will
also assume approximately $350 million of net debt as part of the
transaction.

"The aviation services market offers us tremendous opportunities
to profitably grow our business, internally and externally, to
better serve our commercial and military customers," said Boeing
Chairman, President and Chief Executive W. James McNerney.  "This
acquisition is uniquely powerful in that it leverages the strong
and growing services units of both our commercial and military
businesses.  It demonstrates our commitment to create a Boeing
that is more than just the sum of its parts," Mr. McNerney said.

"We are delighted to become part of The Boeing Company," said Paul
Fulchino, chairman, president and chief executive officer of
Aviall.  "Our combined industry knowledge creates a dynamic team
that will continue to enable our customers to achieve greater
efficiency, operational savings and profitability."

Aviall will report to Boeing Commercial Aviation Services and
operate as a wholly owned subsidiary.  Commercial Aviation
Services offers Integrated Materials Management services to
airline customers.  Through this program, Boeing and selected
suppliers maintain an airline's inventory of maintenance supplies
-- including spare parts -- and provide items only as needed,
reducing the airline's cost and complexity of doing business.
Aviall's parts ordering and supply chain management capabilities
will also be utilized by Boeing's Integrated Defense Systems'
Support Systems business.

"Aviall will quickly become an integral part of our Commercial
Aviation Services business and accelerate our Integrated Materials
Management program," said Alan Mulally, Boeing Commercial
Airplanes president and CEO.  "Aviall is customer focused, has a
strong growth plan and proven track record of solid financial
performance.  It is a perfect fit for our strategy of providing
supply chain management solutions that help our airline and
military customers operate more efficiently and productively," Mr.
Mulally said.  Commercial Aviation Services is led by Lou Mancini,
vice president and general manager.

The completion of the transaction is subject to customary
conditions and relevant authorities' approval and is expected to
close by the end of the third quarter 2006.  Boeing plans to fund
the transaction with existing cash.  The acquisition is expected
to be modestly accretive to Boeing's earnings in 2007 and have an
immaterial earnings impact in 2006.

Headquartered in Dallas with customer service centers
located in North America, Europe and Asia, Aviall Inc. (NYSE: AVL)
-- http://www.aviall.com/-- is the world's largest independent
provider of new aviation parts and related aftermarket services.
Aviall markets and distributes products for approximately 220
manufacturers and offers approximately 700,000 catalog items.
Aviall also offers a full line of aviation batteries, hoses,
wheels and brakes, and paint services.

                         *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Moody's Investors Service raised Aviall, Inc.'s Corporate Family
Rating to Ba2 from Ba3, prompted by a continuing trend towards
improvement in operating results as well as the company's
successful win of a long term distribution agreement with Smiths
Aerospace LLC.  The rating outlook was changed to stable from
positive.


AVIALL INC: Pending Boeing Merger Cues S&P to Put Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Aviall
Inc., including the 'BB' corporate credit rating, on CreditWatch
with positive implications.

"The CreditWatch reflects the pending acquisition of the aviation
parts distributor by higher-rated Boeing Co. [A/Stable/A-1] for $2
billion, including $350 million in assumed debt," said Standard &
Poor's credit analyst Christopher DeNicolo.

Boeing has offered to pay $48 per share in cash for Aviall's
outstanding common stock, totaling $1.7 billion.  If Aviall's
rated debt is repaid, all ratings will be withdrawn.  The
transaction is expected to close in the third quarter of 2006
following Aviall shareholder and customary regulatory approvals.

Aviall is the leading independent distributor of new aftermarket
parts to aviation industry.  The firm's main unit, Aviall Services
(98% of revenues), distributes 50,000 aviation parts to the:

   * military/government (44% of unit revenues 2005);
   * commercial transport (31%); and
   * corporate/general aviation (25%) markets.

In addition, the company's Inventory Locator Services (2% of
revenues) unit provides an electronic marketplace for the sale of
used and new aviation parts.


AZTAR CORP: Board Says Columbia's $50 Per Share Bid is Superior
---------------------------------------------------------------
Aztar Corporation's Board of Directors determined that a
definitive offer received from Wimar Tahoe Corporation, dba
Columbia Entertainment, the gaming affiliate of Columbia Sussex
Corporation, to acquire Aztar is a superior proposal when compared
to the terms of Aztar's current merger agreement, as amended, with
Pinnacle Entertainment, Inc.

Under the terms of its definitive offer, Columbia Entertainment
would acquire Aztar in a merger transaction in which the holders
of Aztar common stock would receive $50 per share in cash and the
holders of Aztar's Series B preferred stock would receive $528.82
per share in cash.  The consideration remains unchanged from the
definitive offer Columbia Entertainment made on April 28, 2006,
though other terms did change.  The definitive offer included a
signed merger agreement.

The proposed merger agreement contemplates a substantial deposit,
payable to Aztar in certain circumstances, including failure to
obtain regulatory approvals, in the event that an executed merger
agreement, if any, is terminated.  The proposed merger agreement
also provides for an increase in the purchase price at the rate of
$0.00822 per share of Aztar common stock (and $0.08693 per share
of Aztar preferred stock) per day beginning six months after the
signing of the merger agreement in the event all required
regulatory approvals have not been received by that date.
Columbia Entertainment also provided a signed financing commitment
letter.

Columbia Entertainment stated in its definitive offer that the
offer will remain open until 5:00 p.m. (New York City time) on
Friday, May 5, 2006.

Under the terms of Aztar's merger agreement with Pinnacle, Aztar
must wait three business days before it can terminate the merger
agreement with Pinnacle and enter into a merger agreement with
another party.  Aztar and Pinnacle amended their merger agreement
on April 28, 2006, to increase the purchase price for each share
of Aztar common stock to $45 per share in cash and $3 of Pinnacle
common stock, subject to a collar.

Aztar's Board is not making any recommendation at this time with
respect to the Columbia Entertainment offer, and there can be no
assurance that Aztar's Board will approve any such transaction or
that a transaction will result.

                     About Aztar Corporation

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

                         *     *     *

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


BALLY TECHS: Financial Report Adjustments Cue S&P to Lower Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bally
Technologies Inc. to 'B' from 'B+'.  The ratings remain on
CreditWatch with negative implications where they were initially
placed on Sept. 9, 2005.

The downgrade follows the company's announcement that additional
adjustments may be required for the company's previously reported
results for fiscal 2003 through fiscal 2005 due to the timing of
revenue recognition.  The downgrade primarily reflects continuing
uncertainty surrounding the resolution of the company's financial
and reporting issues.  As a result, the company's Form 10Q for the
periods ended Sept. 30, 2005, Dec. 31, 2005, and March 31, 2006,
will likely be delayed even further beyond previous expectations.

The ratings were initially placed on CreditWatch following the
company's announcement that it had not completed its accounting
and financial reporting process for the company's fiscal year
ended June 30, 2005, due to several transactions that came under
review from a revenue recognition perspective.  The company's 10K
was subsequently filed on Dec. 31, 2005.

In resolving the CreditWatch listing, Standard & Poor's will
continue to evaluate the accounting and financial reporting issues
and their potential impact on Bally's financial position.  Rating
implications vary considerably depending on the outcome of the
rating agency's review, with possibilities from an affirmation to
a multiple-notch downgrade.


BPC HOLDING: Earns $19.7 Million During Year Ended December 31
--------------------------------------------------------------
BPC Holding Corporation reported net income of $19.7 million on
$1.1 billion of Net Sales for the year ended Dec. 31, 2005.

BPC Holding's balance sheet at Dec. 31, 2005, showed $1.6 billion
in total assets and $1.4 billion in total liabilities, resulting
in total stockholders' equity of $203 million.  At Dec. 31, 2005,
the Company had total current assets of $379.4 million and total
current liabilities of $177.7 million.

A full-text copy of BPC Holding's annual report for the year ended
Dec. 31, 2005 is available for free at:

              http://researcharchives.com/t/s?87a

Headquartered in Evansville, Indiana, BPC Holding Corporation --
http://www.berryplastics.com-- manufactures and supplies rigid
plastic packaging products including open-top containers, aerosol
overcaps, closures, drink cups and housewares.  BPC Holding
operates 25 high-volume manufacturing facilities.

                          *     *     *

On April 4, 2006, Standard & Poor's placed BPC Holding
Corporation's long term foreign and local issuer credit ratings
at B+.


CALPINE GEYSERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Calpine Geysers Company, LP
        c/o Kirkland & Ellis LLP
        Citigroup Center
        153 East 53rd Street
        New York, New York 10022-4611

Bankruptcy Case No.: 06-10939

Type of Business: The Debtor's parent, Calpine Corporation,
                  previously filed for chapter 11 protection
                  on December 20, 2005 (S.D. N.Y., Case No.
                  05-60200).

                  Calpine Corp. is a major power company that
                  supplies customers and communities with
                  electricity from clean, efficient, natural gas-
                  fired and geothermal power plants.
                  See http://www.calpine.com/

Chapter 11 Petition Date: May 2, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Matthew Allen Cantor, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, New York 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 449-4900

Estimated Assets: $1 Million to $10 Million

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

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


CATHOLIC CHURCH: Portland Wants to Settle 34 "Present" Tort Claims
------------------------------------------------------------------
As of March 28, 2006, the Archdiocese of Portland in Oregon had
reached an agreement of understanding to resolve 34 of the 154
"present" tort claims that remain outstanding.  Written settlement
agreements have been signed as to 15 of the tort of claims.

In separate motions, Portland asks the U.S. Bankruptcy Court for
the District of Oregon to approve its settlement agreements with
the holders of the 34 "present" tort claims.

Portland has filed its requests and the written agreements under
seal.

The settling claimants include the holders of Claim Nos. 208 and
93.  Pursuant to their settlement agreements with Portland,
Claimants 208 and 93 have the right to terminate the settlement
agreement in the event Portland fails to pay the agreed amount of
the disputed claim in full by April 30, 2006.  To fulfill that
condition under the agreements, the Archdiocese will be required
to pay by April 30, $950,000 on account of Claim No. 208 and
$3,000 on account of Claim No. 93.

The Settlement Agreements also seek to resolve Claim Nos. 211, 156
and 184.

                            Objections

(a) FCR

David A. Foraker, in his capacity as Future Claimants
Representative, asks Judge Perris to deny approval of the
Archdiocese's Settlement Motions to the extent that Portland seeks
authority to selectively pay prepetition tort claims other than
pursuant to a confirmed Plan of Reorganization.

Mr. Foraker argues that under the present state of the law, it is
unclear whether the bankruptcy court has the judicial power to
authorize a debtor-in-possession to pay from the property of the
estate all or any portion of certain general unsecured claims
other than pursuant to a confirmed plan, except as part of a
Court-approved settlement in which the bankruptcy estate receives,
in exchange for the payment, an economic benefit over and above
the mere satisfaction of a general unsecured claim.

To the extent that the Bankruptcy Court has the judicial power at
all to authorize a pre-plan distribution on account of certain
general unsecured claims, there is no compelling reason for the
Court to exercise that power in the Archdiocese's case, Mr.
Foraker asserts.

In addition, Mr. Foraker contends that creditors were not given
the proper notice of the Settlement Motions.  In any event, the
Settlement Motions must be re-filed, not under seal, after
appropriate redactions are made to preserve the confidentiality of
the names of the tort claimants.

Mr. Foraker also notes that the Archdiocese continues to maintain
that all assets associated with its parishes and most of the other
assets it controls are unavailable to pay its debts.  Portland
even indicated that if it were to prevail on its theories in the
Property of the Estate litigation, about "$21.5 million [would be]
available for unsecured creditors, resulting in payments to
creditors of possibly only 50% or less of their Allowed Claims
based on the Debtor's estimates of the Claims."  Portland also
sought and obtained an order to reduce to 60% the amount that it
is paying to estate professionals on a monthly basis.

However, according to Mr. Foraker, the Archdiocese expects that it
will be able to come up with the cash needed to fund its
settlement agreements with Claimants 208 and 93 once the Court
approves them.  It is unknown to the FCR how or from what source
the Archdiocese would obtain those funds.

(b) Certain Insurers

Certain insurers want to preserve and reserve all of their rights
under certain insurance policies and applicable state law,
including coverage defenses that may arise as a result of the
proposed settlements.

The Insurers include:

   (1) ACE Property & Casualty Insurance Company;

   (2) Centennial Insurance Company;

   (3) Certain Underwriters at Lloyd's, London, and Certain
       Solvent London Market Companies;

   (4) Employers Surplus Lines Insurance Company;

   (5) Interstate Fire & Casualty Company;

   (6) National Surety Corporation;

   (7) Oregon Insurance Guaranty Association;

   (8) St. Paul Mercury Insurance Company; and

   (9) St. Paul Fire and Marine Insurance Company.

Most of the Insurers, except for the London Market Insurers, are
defendants in Adv. No. 04-03373, styled Archbishop of Portland in
Oregon v. ACE USA, Inc., et al.

London Market Insurers are parties to Adv. No. 04-3326, entitled
Certain Underwriters at Lloyd's London subscribing severally and
not jointly as their interests appear to Policy Nos. MO 10345, SL
3075, SL 3391, SL 3831, and SL 3232, and Excess Ins. Co., Ltd.,
Terra Nova Ins. Co., Tenecom, Ltd. -- formerly known as Yasuda
Fire & Marine Ins. Co. (UK) Ltd. -- and Sphere Drake Ins. Co. PLC
v. The Archdiocese of Portland in Oregon.

Representing London Market Insurers, Russel W. Roten, Esq., at
Cosgrave Vergeer Kester LLP, in Portland, Oregon, says that many
of the claims subject to the Settlement Agreements are also
subject of the Coverage Actions.  In certain instances, the
Archdiocese has little or no information regarding the Subject
Claims.

In addition, the Archdiocese did not ask or receive their consent
to the proposed settlements or agreed allowances of the claims.

Mr. Roten says Claim Nos. 211, 156 and 184 may be covered under
the London Market Insurers' Policies.  With respect to the three
claims, the London Market Insurers advised Portland that the
settlement amounts seemed too high or unreasonable.

Portland, however, proceeded to negotiate with the claimants.
Portland failed to comply with its contractual obligation to
cooperate.

Mr. Roten also notes that in the Settlement Motions, Portland
asked the Court to find that the Agreements were fair and
equitable.  Mr. Roten says Portland may argue that any findings
entered in approving the Motions constitute a pre-determination of
issues currently pending in the Coverage Actions.  Those findings
could prejudice the London Market Insurers' rights.

Portland, Mr. Roten argues, should not be able to use the Court's
approval of the Settlement Motions to argue or assert that the
Court:

   -- has excused any breach of the Insurance Policies or any
      violation of the London Market Insurers' rights relating
      to the proposed allowance of Claims or approval of
      settlements; or

   -- found that the allowance of Claims and approval of
      settlements is reasonable or appropriate for purposes of
      obtaining insurance coverage.

The other Insurers complain that the Archdiocese failed to comply
with its contractual obligations to:

   -- cooperate and obtain the Insurers' consent to settle the
      claims;

   -- allow the Insurers to exercise their contractual rights to
      control the settlement and defense of the claims; and

   -- indemnify only upon:

      * entry of a final judgment after actual trial; or
      * a settlement, with the Insurers' consent or approval.

The Insurers want any order approving the Archdiocese's
Settlement Motions to state that:

   (a) the approval of the settlements and the allowance of
       claims for agreed amounts are without prejudice to, and
       will not prejudice, the Insurers' and the Archdiocese's
       rights, defenses and obligations under the Policies and
       applicable state law;

   (b) all of the Insurers' and the Archdiocese's rights,
       defenses, and obligations, if any, under the Policies, are
       reserved and preserved; and

   (b) the Court's approval of settlements and allowance of
       claims for agreed amounts will not apply to, or be binding
       on, the Insurers for any purpose, in any dispute between
       them and the Archdiocese with respect to insurance
       coverage.

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: Father M Appeals Ct. Order on Document Production
------------------------------------------------------------------
Father M will take an appeal from Judge Perris' order requiring
production of his confidential medical records.

Father M asks the U.S. District Court for the District of Oregon
to find whether:

   (1) the Bankruptcy Court erred in directing the
       Archdiocese of Portland in Oregon produce a record
       relating to psychotherapeutic treatment received by
       Father M because that record is a medical record protected
       by the psychotherapist-patient privilege; and

   (2) Father M's privacy interests in not having his medical
       records published outweigh the tort claimants' interest in
       obtaining it.

Father M wants the District Court, not the Bankruptcy Appellate
Panel, to handle his Appeal.

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)


CB RICHARD: S&P Raises Counterparty Credit Rating to BB+ from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on CB Richard Ellis Services Inc., to
'BB+' from 'BB-'.  The outlook is stable.

"This action was taken in response the company's debt reduction
plans and a continued strong operating environment, which together
have improved interest coverage," said Standard & Poor's credit
analyst Robert B. Hoban, Jr.

The ratings on CB Richard Ellis continue to reflect:

   * the company's results being dependent on cyclical sales and
     leasing transaction volume;

   * improved interest coverage ratios; and

   * reduced debt level.

Acquisition-related debt and goodwill had left the company with a
considerable debt burden and negative tangible equity; however,
management has been paying down debt aggressively and the debt
burden is less of a ratings factor with management's current debt
reduction plans.

CB Richard Ellis is the operating subsidiary of CB Richard Ellis
Group Inc., a publicly traded company.  The company is based in
Los Angeles, California, and is a recognized leader in the
commercial real estate sales and services industry, with 2005
revenue of approximately $2.9 billion.  The company is the largest
commercial real estate services company in the U.S., which is its
largest market, and has a strong market position in U.S. and
European:

   * sales and leasing,
   * property management,
   * mortgage brokerage, and
   * investment advising.

The stable outlook assumes the successful completion of
management's debt reduction plan and continued adequate
performance.  Because the company operates in a consolidating
industry, there could be pressures to make large acquisitions
possibly financed with debt, though nothing is expected in the
near term.  Should results reverse and/or debt levels increase or
interest coverage deteriorate markedly, there would be negative
pressure on the rating.  If management completes its debt
reduction plan, ratings could be raised.


CHASE MORTGAGE: Fitch Puts Low-B Ratings on Class B-3 & B-4 Certs.
------------------------------------------------------------------
Fitch rated Chase Mortgage Finance Trust mortgage pass-through
certificates, series 2006-S1, as:

   -- $483.8 million classes A-1 through A-8, A-P and A-R 'AAA'
   -- $8.8 million class M 'AA'
   -- $3.0 million class B-1 'A'
   -- $1.8 million class B-2 'BBB'
   -- $1.0 million class B-3 (privately offered) 'BB'
   -- $750,000 class B-4 (privately offered) 'B'

The privately offered $1 million class B-5 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by:

   * the 1.75% class M,
   * the 0.6% class B-1,
   * the 0.35% class B-2,
   * the 0.2% privately offered class B-3,
   * the 0.15% privately offered class B-4, and
   * the 0.2% privately offered class B-5 certificate.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of JPMorgan Chase Bank, N.A. (rated
'RPS1' by Fitch).

The trust consists of 815 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $500,006,857, as of the cut-off date, April
1, 2006.  The mortgage pool has a weighted average original loan-
to-value ratio of 69.87% with a weighted average mortgage rate of
6.437%.  The weighted-average FICO score of the loans is 745.  The
average loan balance is $613,505 and the loans are primarily
concentrated in:

   * California (38.1%),
   * New York (17.3%), and
   * Florida (9.4%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

U.S. Bank, NA, will serve as trustee.  Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as one
or more real estate mortgage investment conduits.


CHYRON CORP: Balance Sheet Upside-Down by $593,000 at December 31
-----------------------------------------------------------------
Chyron Corporation disclosed its financial results for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Mar. 31, 2006.

For the year ended Dec. 31, 2005, the company earned $706,000 of
net income on $25.1 million of net revenues, compared to $305,000
of net income on $23.2 million of net revenues in 2004.

At Dec. 31, 2005, the company's balance sheet showed total assets
of $10.38 million and total debts of $10.97 million, resulting in
a $593,000 stockholder's deficit.

A full-text copy of Chyron's Annual Report ended Dec. 31, 2005, is
available for free at http://researcharchives.com/t/s?883

Based in Melville, New York, Chyron Corporation (OTC BB: CYRO) --
http://www.chyron.com/-- provides advanced broadcast graphics
systems and applications.


CINCINNATI BELL: Fitch Affirms B+ Issuer Default Rating
-------------------------------------------------------
Fitch Ratings affirmed Cincinnati Bell Inc.'s issuer default
rating at 'B+'.  In addition, Fitch affirmed other ratings.
The Rating Outlook is Stable.

Cincinnati Bell, Inc.:

  -- IDR 'B+'
  -- Senior secured credit facility 'BB+/RR1'
  -- $50 million senior secured notes 'BB+/RR1'
  -- $746 million senior notes 'BB-/RR3'
  -- $633 million senior subordinated notes 'B/RR5'
  -- $129 million convertible preferred stock 'B-/RR6'

Cincinnati Bell Telephone;

  -- IDR 'B+'
  -- $230 million senior unsecured notes 'BB+/RR1'

Fitch's rating of CBB reflects the relative stability and lower
level of business risk associated with the company's integrated
position in the local exchange and wireless businesses and the
company's ability to generate strong levels of free cash flow as
measured by free cash flow margin (free cash flow as a percentage
of revenues).  These factors are balanced against the company's
highly levered balance sheet relative to its peer group.

The company's strategy is focused on delevering its balance sheet
and defending and growing its local exchange and wireless
businesses.  CBB's wireline business, in which Fitch includes its
local, hardware and managed services, and other business segments,
accounted for 81% of consolidated revenue and 89% of consolidated
EBITDA (excluding restructuring costs and a $42.3 million
impairment in the wireless segment) in 2005.  Competitive pressure
in the wireline business increased in 2005, as evidenced by the
4.1% decline in total access lines year-over-year.  Thus far,
access-line declines are due primarily to wireless substitution
and the substitution of second lines for high-speed data services
(both CBB and cable operator-provided).

A portion of the competitive losses are attributable to Time
Warner Cable, who launched voice services using voice-over-
Internet protocol in mid-2004 and a second, Insight Communications
Company, Inc., is expected to launch in mid-2006.  CBB has been
aggressively mitigating pressures from cable operators through
bundling wireless and high-speed data services with its wireline
voice services (local and long-distance) into a package the
company refers to as a 'super bundle.'

As of year-end 2005, approximately 26% of the consumer households
in its incumbent local exchange operating territory subscribed to
a super bundle, up from 20% at year-end 2004.  CBB appears to be
deflecting to some degree the initial competitive efforts of its
cable competitors through its bundling efforts.  Following an
initial increase in quarterly primary residential access line
losses in the second half of 2004, access-line declines have not
accelerated in its incumbent territory.  However, Fitch is taking
a cautious view in that these competitive inroads by cable
operators using VoIP are still in the early stages.

Cincinnati Bell Wireless Co. is the market share leader in the
Cincinnati and Dayton, Ohio, basic trading areas and provides an
avenue for CBB to further strengthen its service bundle.  In 2005,
CBW generated approximately 19% of CBB's revenue and 11% of its
EBITDA.  Beginning in the third quarter of 2005 and continuing in
the fourth quarter of 2005, the company made progress in
addressing some of the issues that had affected the wireless
business, as postpaid net additions, EBITDA and average revenue
per unit had been under pressure since 2003.

A major reason for the pressure on the wireless performance
metrics was the network quality issues that arose from the
transition from the time division multiple access network to the
global system for mobile communications and general packet radio
service network.  In the second half of 2005, postpaid net
additions improved significantly.  Some pressure on EBITDA
remained due to customer acquisition costs associated with growth.
In recent quarters, the company has made progress in improving
network quality through the installation of additional cell sites,
which has led to lower postpaid customer churn.  Postpaid customer
churn was 1.8% in the fourth quarter of 2005, compared with 2.8%
for the fourth quarter of 2004, and 3.7% in the third quarter of
2004.  ARPU declines have been caused by lower roaming revenues
and migration to lower price plans.

CBB's 'B+' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. notes.  At the end of 2005, the capital structure
reflected approximately $679 million in CBT notes, secured CBB
notes and credit facility debt that was senior to CBB's senior
unsecured debt.  The notching of the senior secured debt above the
senior unsecured debt is indicative of the anticipated recovery by
the senior secured debt holders and their first-priority claim on
the economic interests of CBT and CBW.

On Feb. 14, 2006, the company completed the acquisition of the
remaining 19.9% in the CBW partnership that had been owned by
Cingular Wireless LLC, for approximately $83 million and financed
the transaction by borrowing on its revolving credit facility.
Cingular had acquired the stake in CBW through the acquisition of
AT&T Wireless Services, Inc.  In August 2004, the two companies
agreed to a put/call arrangement that, as amended, became
effective in January 2006.  The arrangement allowed CBB to acquire
Cingular's stake for $83 million, and the August 2004 agreement
also modified the roaming arrangement so that EBITDA levels for
CBW were largely preserved.  The five-year term of the roaming
arrangement provides for additional stability in CBW's operations.
Given the reductions in total debt achieved by CBB the transaction
is not expected to have an effect on CBB's credit profile.

CBB reported total debt outstanding of $2.085 billion at the end
of 2005, a reduction of approximately $56 million from year-end
2004.  The company met its principal capital structure objective
in 2005, which was to refinance the 16% senior subordinated
discount notes due 2009 (the 16% notes).  In the first step of the
refinancing, in February 2005 CBB issued $250 million of senior
unsecured debt and $100 million of subordinated notes.  Proceeds
from the offering and funds drawn from a new five-year $250
million revolving credit facility were used to retire the $438.8
million in debt outstanding under the previous bank facility.

In the second step, CBB issued $400 million of new bank term notes
(the Tranche B Term Loan) on Aug. 31, 2005, under the terms of the
credit facility.  CBB used proceeds from the bank notes and a draw
on its revolving credit facility to call the 16% notes for $447.8
million.  During the remainder of 2005, the revolver was paid down
so that at the end of 2005, the company had approximately $250
million of additional capacity remaining under the revolver.  CBB
has no major maturities until the revolver matures in 2010, and
the significant quarterly installments on the term loan do not
start until 2011.

At Dec. 31, 2005, CBB had $26 million in cash and in 2005, the
company generated $169 million in free cash flow (before incurring
$22 million in refinancing fees).  CBB's guidance calls for the
company to generate approximately $152 million in free cash flow
in 2006, not including the acquisition of the 19.9% interest in
CBW for $83 million.  Based on the company's guidance that revenue
is expected to be approximately flat at $1.2 billion and capital
spending will approximate 12% of revenue, Fitch estimates capital
spending will be at a level similar to the $143 million spent in
2005.  Spending could be higher if during the course of business
over the year it obtains additional contracts for the data center
facility business.  The expansion would not begin unless the
company had agreements for the use of the capacity.


COMVERSE TECH: CEO & CFO Resign as Options Investigation Continues
------------------------------------------------------------------
Comverse Technology, Inc.'s Chairman and Chief Executive Officer,
Kobi Alexander, and its Chief Financial Officer, David Kreinberg,
resigned from their positions in the Company.  William F. Sorin
also resigned as director, Senior General Counsel, and Corporate
Secretary.

Messrs. Alexander, Kreinberg and Sorin will become advisors to the
Company on an interim basis.  The Company said they will cooperate
with the special committee of the Board of Directors in its review
of the Company's stock option grants and help ensure a smooth
transition for the Company's senior management.

                      Options Investigation

The resignations came in the heels of Securities and Exchange
Commission's examination of the Company's options practices, The
Wall Street Journal Reports.  The SEC is investigating whether
grants were granted ahead of favorable news to give recipients a
better chance of profiting from exercising the options.

Options give their holders the right to buy shares at a fixed, or
exercise, price.  Holders can profit by buying shares at the
exercise price and selling them when the stock-market price
exceeds it.

From 1995 through Jan. 31, 2005, Mr. Alexander realized
$135 million in gains from exercising options, according to SEC
filings.  At the end of that period, he had an additional
$50 million in unrealized gains.

As reported in the Troubled Company Reporter on April 19, 2006,
the Special Committee reached a preliminary conclusion that the
actual dates of measurement for certain past stock option grants
for accounting purposes differed from the recorded grant dates for
those awards.  While the Special Committee has not completed its
work or reached final conclusions, the Company reported in a
filing with the Securities and Exchange Commission that it expects
to record additional material non-cash charges for stock-based
compensation expenses in prior periods.

Based on the Special Committee's preliminary conclusion, the
Company says it will need to restate its historical financial
statements for each of the fiscal years ended Jan. 31, 2005, 2004,
2003, 2002, and 2001 and for the first three quarters of the
fiscal year ended Jan. 31, 2006.  Due to the delay in filing its
Form 10-K for the year ended Jan. 31, 2006, the Company received a
Staff Determination letter from The NASDAQ Stock Market indicating
that the Company's securities will be delisted from The NASDAQ
Stock Market.

                        New Appointments

The Company names Ron Hiram, an independent director of the
Company since 2001, as non-executive Chairman of the Board of
Directors.  Raz Alon, an independent director since 2003, now sits
as interim Chief Executive Officer.  Avi T. Aronovitz, currently
Vice President of Finance and Treasurer of the Company, has been
appointed interim Chief Financial Officer.  Paul L. Robinson,
currently Vice President of Legal and General Counsel, will assume
the role of Executive Vice President, Chief Administrative
Officer, General Counsel, and Corporate Secretary.

                         About Comverse

Comverse, a unit of Comverse Technology, Inc. (NASDAQ: CMVT) --
http://www.comverse.com/-- provides software and systems that
enable network-based multimedia enhanced communication and billing
services.  Over 450 communication and content service providers in
more than 120 countries use Comverse products to generate
revenues, strengthen customer loyalty and improve operational
efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services placed its corporate credit and
senior unsecured debt ratings on Comverse Technology Inc. on
CreditWatch with negative implications.  The company's corporate
credit and senior unsecured debts carry S&P's 'BB-' rating.


CRICKET COMMS: Increases ANB Loan Facility to $290 Million
----------------------------------------------------------
Cricket Communications, Inc., a wholly owned subsidiary of Leap
Wireless International, Inc., amended its credit agreement with
Alaska Native Broadband 1 License, LLC, on April 24, 2006.

Cricket, as lender, and ANB 1 License, as borrower, are parties to
a certain Credit Agreement dated as of Dec. 22, 2004.  Alaska
Native Broadband 1, LLC, guarantees the loan.

Under the amendment, Cricket agreed to increase the loan facility
under the Credit Agreement to $290 million, plus capitalized
interest, comprising:

     -- a fully drawn $64.2 million sub-facility to finance ANB 1
        License's purchase of wireless licenses in the FCC's
        Auction No. 58; and

     -- a $225.8 million sub-facility to finance ANB 1 License's
        initial build-out costs and working capital requirements.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?87d

Cricket Communications -- http://www.mycricket.com/-- is the
operating subsidiary of Leap Wireless International --
http://www.leapwireless.com/-- a customer-focused company
providing mobile wireless services targeted to meet the needs of
customers who are under-served by traditional communications
companies.   Cricket(R) service offers customers unlimited anytime
minutes within the Cricket(R) calling area over a high-quality,
all-digital CDMA network.

                         *     *     *

As reported in the Troubled Company Reporter on July 28, 2005,
Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.


CRITICAL CARE: Files 2005 Financial Statements
----------------------------------------------
Critical Care, Inc., fka Lasik America, Inc., filed with the
Securities and Exchange Commission its financial statements for
the:

   -- second quarter ended Jan. 31, 2005;
   -- third quarter ended April 30, 2005;
   -- year ended July 31, 2005; and
   -- first quarter ended Oct. 31, 2005.

The company's Statement of Operations showed:

                               For the period ended
                -------------------------------------------------
                 Quarter      Quarter        Year       Quarter
                 01/31/05     09/30/05     07/31/05     10/31/05
                ----------   ----------   ----------   ----------
Revenue           $235,553     $193,935     $856,243     $206,881

Net (Loss)        ($47,118)   ($115,525) ($1,845,581)   ($248,824)

The company's Balance Sheet showed:

                               For the period ended
                -------------------------------------------------
                 Quarter      Quarter        Year       Quarter
                 01/31/05     09/30/05     07/31/05     10/31/05
                ----------   ----------   ----------   ----------
Current Assets     $13,308       $5,610      $15,047       $4,697

Total Assets      $262,790     $221,866     $212,108     $182,571

Current
Liabilities       $942,587   $1,007,788   $1,142,184   $1,179,471

Total
Liabilities     $1,239,860   $1,294,461   $1,428,857   $1,488,144

Total
Stockholders'
Equity           ($977,070) ($1,072,595) ($1,216,749) ($1,305,573)

                        Going Concern Doubt

Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about Critical Care, Inc.'s ability to continue
as a going concern after auditing the consolidated financial
statements for the years ended July 31, 2004, and 2005.  The
auditor pointed to the company's losses and working capital and
shareholders' equity deficiencies.

Full-text copies of the company's financial statements are
available for free at:

   second quarter ended
   Jan. 31, 2005               http://ResearchArchives.com/t/s?876

   third quarter ended
   April 30, 2005              http://ResearchArchives.com/t/s?877

   year ended July 31, 2005    http://ResearchArchives.com/t/s?878

   first quarter ended
   Oct. 31, 2005               http://ResearchArchives.com/t/s?879

Critical Care, Inc., fka Lasik America, Inc., acquired Salus
Holding, Inc., in 2004.  The company offers dialysis services and
has five employees.


DANA CORP: Judge Lifland Denies Asbestos Committee Appointment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of an ad hoc committee of asbestos personal
injury claimants for appointment of an Official Committee of
Asbestos Personal Injury Claimants in Dana Corporation and its
debtor-affiliates' Chapter 11 cases.

The Honorable Burton R. Lifland found that various creditor types,
including asbestos claimants, are adequately represented by the
Official Committee of Unsecured Creditors.  He noted that the Ad
Hoc Asbestos Committee has not cited a single instance where the
ability of the Creditors Committee to function has been impaired,
and no complaints have been made.

The additional cost to be incurred by the Debtors' estates cannot
be justified, Judge Lifland said, noting of the high costs of
legal and professional fees incurred in large chapter 11 cases.
He also stated that appointing a separate committee for the
Asbestos Claimants may inevitably lead to duplicative efforts in
the Debtors' cases.

The Ad Hoc Asbestos Committee's concerns may be somewhat
overblown, Judge Lifland opined.  According to the Creditors
Committee, asbestos claims make up approximately 3% of the
unsecured claims against the Debtors.  Based from a myriad of
documents filed in the Debtors' cases, the Debtors' economic
plight is not asbestos driven.  Judge Lifland also pointed out
that no evidence has been presented to rebut the Debtors' account
of their asbestos liability.

Even without the appointment of an Asbestos Committee, the
Asbestos Claimants may continue to monitor and participate in the
Debtors' Chapter 11 cases.  The Court acknowledges that asbestos
claims typically involve specialized issues and complicated
matters, however, the Ad Hoc Asbestos Committee and the parties
joining in their requests are represented by sophisticated,
competent counsel with a wealth of experience in asbestos claims.

Judge Lifland noted that Julio Gonzalez, Jr., asbestos claimant on
the Creditors Committee, is represented by John Cooney, a managing
partner at Cooney and Conway.  According to the firm's Web site --
http://www.cooneyconway.com/-- they have 20 years of asbestos
litigation experience.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  The
Official Committee of Unsecured Creditors has selected Thomas
Moers Mayer, Esq., at 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. 8; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


DANA CORP: Employs 11 Additional Ordinary Course Professionals
--------------------------------------------------------------
Dana Corporation and its debtor-affiliates advised the U.S.
Bankruptcy Court for the Southern District of New York, that they
will employ 11 more professionals in the ordinary course of
business.  As reported in the Troubled Company Reporter on
Mar. 23, 2006, the Debtors obtained authority from the Court to
employ and pay Ordinary Course Professionals and Service
Providers, without the submission of separate retention
applications and the issuance of separate retention orders.  The
11 additional ordinary course professionals are:


  Professional                        Type of Services
  ------------                        ----------------
  Baker & Hostetler LLP               Legal

  Baker & McKenzie LLP                Legal

  Berenato, White & Stavish           Legal (Patent)

  Deloitte Tax LLP                    Tax Advisory

  DeWalt & Gallup, Inc.               Tax Advisory

  Foster Chamberlain LLC              Investment Banking

  Gordon, Thomas, Honeywell,
  Malanca, Peterson & Daheim LLP      Legal

  Hahn Loeser and Parks               Legal (Patent)

  Jefferson Wells Int'l, Inc.         Financial, Accounting
                                      Advisory

  Stevenson Keppelman Associates      Legal

  The Kenesis Group, LLC Insurance    Advisory

                      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).


DARRYL NORMAN: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Darryl Wayne Norman
        9901 Amazona Drive
        Huntersville, North Carolina 28078

Bankruptcy Case No.: 06-30657

Chapter 11 Petition Date: May 1, 2006

Court: Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell, Rallings & Tissue, PLLC
                  The Carillon, Suite 1800
                  227 West Trade Street
                  Charlotte, North Carolina 28202
                  Tel: (704) 376-6574
                  Fax: (704) 342-1531

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Famiglia Temp, Inc.          Personal Guaranty     $292,000
10612 D Providence Road
Suite 358
Charlotte, NC 28277

American Express                 Charge Card            $26,000
P.O. Box 530001
Atlanta, GA 30353

Bell South Advertising and       Trade                  $18,000
Publishing
P.O. Box 105852
Atlanta, GA 30348

Fuel Man of the Carolinas        Trade                  $14,000

First Gaston Bank                Personal Guaranty       $4,200

Purple Pickett Furniture         Trade                   $2,500

S/K Automotive                   Trade                   $2,257

Vann & Sheridan, LLP             Legal Services          $1,940

Holiday Heat & Cooling                                   $1,300

Schaeffuer Manufacturing Co.     Trade                     $930

All Pro Pool Service             Trade                     $900

Carolinas Health Care Center     Medical                   $650

Suburban Propane                 Trade                     $614

Health Services Foundation       Medical                   $335

Gallery of Flowers               Trade                     $197

Direct TV                        Trade                     $164


DELPHI CORP: Extends Union Deadline to Decide on Buy-Out
--------------------------------------------------------
General Motors Corporation and Delphi Corporation's workers will
have until June 23, 2006, to decide on offers for buy-outs and
early retirement, Bloomberg News reports.

The offers, which apply to about 113,000 GM workers and 15,000
Delphi workers, are part of an agreement among GM, Delphi and the
United Auto Workers union to accelerate a reorganization plan.
This Plan calls for 30,000 job cuts and nine plant closings by
2008.

According to Bloomberg News reporter John Lippert, GM and Delphi
offered $35,000 for workers with at least 30 years to retire and
begin a $36,000-a-year pension.  Workers not eligible to retire
can opt for a buyout of as much as $140,000 and give up health
care benefits.

Under current union contracts, employees get almost their full pay
even where there's no work for them to do.  Mr. Lippert explains
that reducing the number of active workers would let GM put idled
workers back in operating factories and make it easier for Delphi
to close plants.

"In response to the significant interest in the program, we are
extending the date until June 23," GM spokesman Dan Flores told
Bloomberg.  "We are pleased with the number of employees who have
signed up so far."

A local UAW officer told Bloomberg that there's still no telling
how many workers will take the buy-outs.

                       About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                        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 CORP: Deal with General Motors to Forgo Price Cut Expenses
-----------------------------------------------------------------
Delphi Corp. failed to negotiate an extension with General Motors
Corporation to extend their deal to postpone price reductions,
Bloomberg News says.  In November 2005, GM agreed to temporarily
forgo scheduled price cuts on Delphi parts to provide interim
financial health to Delphi.

"The cuts come as GM and Delphi are in talks on a variety of labor
issues aimed at helping the supplier reach an agreement with its
unions on reductions in wages and benefits without a strike,"
Bloomberg's Jeff Bennett says.

                       About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                        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 CORP: Says Court can Cancel Labor Deals
----------------------------------------------
Pursuant to Sections 1113 and 1114 of the Bankruptcy Code, Delphi
Corporation and its debtor-affiliates sought to reject their
collective bargaining agreements with unions and modify
obligations to provide insurance benefits for hourly retirees.

Objections filed by the Unions and other entities to this request
only reinforce that the Debtors have met their burden of proof for
the Court to approve the Debtors' request, John Wm. Butler, Jr.,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, notes.

According to Mr. Butler, the U.S. Bankruptcy Court for the
Southern District of New York has discretion under Sections 1113
and 1114 to authorize debtors to reject agreements upon notice
rather than rejecting them immediately.  The Debtors sought to
reject their collective bargaining agreements because they believe
it was best to achieve a consensual agreement rather than
immediately face the possibility of a strike.  However, if the
Court doubts its discretion, then it should simply modify the
Debtors' proposed order and reject the agreements immediately upon
ruling, Mr. Butler says.

Mr. Butler points out that none of the Unions asserts that
modifications to the collective bargaining agreements and retiree
welfare benefits are unnecessary for Delphi Corp. to reorganize.
To the contrary, the Unions concede that some modifications are
necessary, he notes.  Mr. Butler relates that the case law is
clear that if some modifications are necessary to reorganize and
the union has not agreed to that modification, rejection is
appropriate.

The Unions argue that there has not been enough time, information,
or bargaining to justify rejection, and that Delphi has sufficient
liquidity to wait a few more months.  In response, Mr. Butler
argues that:

   -- There has been more than enough time.  Delphi has sought
      since the Summer of 2005 to negotiate modifications on a
      consensual basis, but the Unions have effectively rejected
      those efforts;

   -- There has been more than enough information.  Since October
      2005, Delphi has provided the Unions and their advisers
      with all of Delphi's business plans and financial
      projections, has met with the unions to explain the
      information, responded to information requests, and created
      a virtual data room to make information more available;

   -- While there has not been enough bargaining, that is through
      no fault of Delphi.  Rather than bargaining, the Unions
      have flatly rejected Delphi's proposals and have threatened
      strikes if Delphi will reject the agreements;

   -- Every day that resolution of labor contract issues is
      delayed, the value of the estate is diminished.  Delphi
      will lose about $2 billion this year alone.

The Debtors assure the Court that they treat all constituencies
fairly.  "Ever constituency will suffer a share of pain in these
chapter 11 cases.  It is now incumbent upon the hourly employees
and retirees to do the same in order for Delphi to successfully
reorganize," Mr. Butler says.

                         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.


DONALD COHEN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donald Terry Cohen
        22234 Hollyhock Trail
        Boca Raton, Florida 33433

Bankruptcy Case No.: 06-11676

Chapter 11 Petition Date: May 1, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Scott Alan Orth, Esq.
                  9999 Northeast 2nd Avenue, Suite #300
                  Miami Shores, Florida 33138
                  Tel: (305) 757-3300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Title Shop Corp.                 Bad Check           $9,000,000
One Southeast Third Avenue
Suite 223
Miami, FL 33131

MVM Financial                    Loans                 $400,000
1717 North BaySheve Drive
Suite 102
Miami, FL 33132


DSTAR ARBOLEDA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: DSTAR Arboleda Partners
        aka La Arboleda Apartments
        7777 East R.L. Thornton Freeway
        Dallas, Texas 75228
        Tel: (214) 328-4888

Bankruptcy Case No.: 06-31828

Type of Business: The Debtor operates an apartment complex.

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Weldon L. Moore, III, Esq.
                  Creel & Moore, L.L.P.
                  8235 Douglas Avenue, Suite 1100
                  Dallas, Texas 75225
                  Tel: (214) 378-8270
                  Fax: (214) 378-8290

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


EASY GARDENER: Taps Logan & Company as Claims & Noticing Agent
--------------------------------------------------------------
Easy Gardener Products, Ltd., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain Logan & Company, Inc., as their claims and noticing
agent.

The Debtors tell the Court that they have in excess of 3,500
potential creditors and parties-in-interest.  They want Logan &
Company to provide notice to these creditors and interested
parties.

Logan & Company will:

   a) prepare and serve required notices in the Debtors' cases,
      including, without limitation:

        i) the Section 341(a) notice;

       ii) notice of the claims bar date;

      iii) notice of objections to claims;

       iv) notice of hearings on a disclosure statement and
           confirmation of a chapter 11 plan; and

        v) other miscellaneous notices to the entities, as the
           Debtors or the Court may deem necessary or appropriate
           for an orderly administration of these cases;

   b) file with the Clerk's Office a declaration of service within
      five business days after the mailing of a particular notice,
      including:

        i) a copy of the notice involved,

       ii) an alphabetical list of persons to whom the notice was
           served, and

      iii) the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

   d) maintain official claims registers for each of the Debtors
      by docketing all proofs of claim and proofs of interest on
      claims registers including, among other things:

        i) the name and address of the claimant or interest holder
           and any agent if the proof of claim or proof of
           interest was filed by an agent;

       ii) the date received;

      iii) the claim number assigned;

       iv) the asserted amount and classification of the claim;
           and

        v) the applicable Debtor against which the claim or
           interest is filed;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the Clerk's
      office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or proof of interest, which list
      will be available free of charge upon request of a party-in-
      interest on the Limited Service List or the Clerk's office
      and at the expense of any other party-in-interest upon the
      request of any party, and comply with all requests under for
      mailing labels duplicated from the mailing list;

   h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i) record all tranfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice to that transfers as required by
      Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) comply with further conditions and requirements as the
      Clerk's office or the Court may at any time prescribe;

   l) tabulate acceptances or rejections to any plan of
      reorganization or liquidation filed by the Debtors;

   m) provide other claims processing, noticing, and related
      administrative services as may be required from a period of
      time by the Debtors;

   n) comply with further conditions and requirements as the
      Clerk's office or the Court may require; and

   o) act as the Debtors' balloting agent, which may include:

        i) printing of ballots;

       ii) preparing voting reports by plan class, creditor or
           shareholder and amount for review and approval by the
           client and its counsel;

      iii) coordinating the mailing of ballots, disclosure
           statement and plan of reorganization to all voting and
           non-voting parties and provide affidavit of service;
           and

       iv) receiving ballots at a post office box, inspecting
           ballots for conformity to voting procedures, date
           stamping and numbering ballots consecutively, and
           tabulating and certifying results.

Prior to the bankruptcy filing, the Debtors say, Logan & Company
received a $15,000 retainer.

Court documents do not disclose how much the Firm will be paid for
its services.

Kathleen Logan, the president of Logan & Company, assures the
Court that her firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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


EATON VANCE: Moody's Junks $16 Million Secured Fixed Rate Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of these notes
issued in 1999 by Eaton Vance CDO, Limited, a high yield
collateral bond obligation issuer:

    (1) $4,000,000 Class II Senior Secured Fixed Rate Notes due
        2011 Prior Rating: B1, on watch for downgrade

        Current Rating: B2


     (2) $16,000,000 Class III Mezzanine Secured Fixed Rate Notes
         due 2011

         Prior Rating: Caa2, on watch for possible downgrade

         Current Rating: Ca

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral pool, which consists
primarily of corporate bond securities, as well as the occurrence
of asset defaults and par loss.

As reported in the March 2006 trustee report, the weighted average
rating factor of the portfolio was 3927, higher than the
transaction's trigger level of 3000, the diversity score for the
portfolio was 18.9, below the trigger level of 40, the
overcollateralization ratio for the Class III and IV notes was
57.24%, well below the transaction's trigger level of 106.95%, and
overcollateralization ratio for the Class V was 45.89%, also well
below the trigger level of 101.5%.


ELEVEN SOUTH: John Hancock Denies Access to Cash Collateral
-----------------------------------------------------------
John Hancock Life Insurance Company asks the U.S. Bankruptcy Court
for the Northern District of Illinois to prohibit Eleven South
LaSalle Associates, LLC, from using the cash collateral securing
its prepetition loan to the Debtor.

John Hancock tells the Court that the cash collateral
predominantly consists of rents from the Debtor's property located
at South LaSalle Street in Chicago, Illinois.

                Mortgage Foreclosure Litigation

John Hancock says that on Mar. 22, 2006, it filed a Verified
Complaint to Foreclose Mortgage and For Other Relief against the
Debtor in the Circuit Court of Cook County, Illinois, Chancery
Division (Case No. 2006 CH 05756).

Pursuant to the suit, John Hancock sought to foreclose on the
property based on the Mortgage, Assignment of Leases and Rents and
Security Agreement dated Jan. 19, 2004.  The Debtor and John
Hancock signed the agreement in order to secure the Debtor's
$21.5 million debt to John Hancock.

                  Prohibit Cash Collateral Use

John Hancock cites six reasons why the Debtor should be barred
from using the cash collateral:

    (a) any cushion in the value of the collateral over John
        Hancock's claim is rapidly deteriorating;

    (b) the Debtor has failed to effectively manage the Mortgaged
        Property;

    (c) the Debtor has failed to maintain the condition of the
        Mortgaged Property;

    (d) the Debtor has retained an "insider" as property manager,
        and the property manager has failed to effectively manage
        the Mortgaged Property;

    (e) allegations have been made by certain holders of Debtor's
        equity interests that the Debtor's assets, in particular
        the rental income from the Mortgaged Property, have been
        dissipated and are in further jeopardy of waste and
        dissipation; and

    (f) the Debtor has had insufficient cash with which to
        maintain the Mortgaged Property, pay for capital
        improvements, and pay accrued and accruing real estate
        taxes, and such cash shortage may be the result of waste,
        theft or dissipation.

                        About Eleven South

Headquartered in Chicago, Illinois, Eleven South LaSalle
Associates, LLC, operates and manages a thirty-five-story office
building located at 11 South LaSalle Street in Chicago, Illinois.
The Debtor filed for chapter 11 protection on Apr. 24, 2006
(Bankr. N.D. Ill. Case No. 06-04563).  Mark E. Leipold, Esq., and
Christopher J. Horvay, Esq., at Gould & Ratner, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ELEVEN SOUTH: Section 341(a) Meeting Scheduled for June 1
---------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Eleven South LaSalle Associates, LLC's creditors at 1:30 p.m., on
June 1, 2006, at 227 West Monroe Street, Room 3330 in Chicago,
Illinois.  This is the first meeting of creditors required under
Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy
cases.

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

Headquartered in Chicago, Illinois, Eleven South LaSalle
Associates, LLC, operates and manages a thirty-five-story office
building located at 11 South LaSalle Street in Chicago, Illinois.
The Debtor filed for chapter 11 protection on Apr. 24, 2006
(Bankr. N.D. Ill. Case No. 06-04563).  Mark E. Leipold, Esq., and
Christopher J. Horvay, Esq., at Gould & Ratner, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


ENTERGY NEW ORLEANS: Court Extends Plan Filing Period to Aug. 21
----------------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana extended, until Aug. 21, 2006, the
exclusive period within which only Entergy New Orleans Inc. may
file a plan or reorganization.  The Court also extended, until
Oct. 18, 2006, Entergy New Orleans Inc.'s exclusive period to
solicit acceptances of that plan.

In addition, Judge Brown directs the Debtor to appear at status
conferences scheduled on June 26 and July 26, 2006, to show the
Court its progress in formulating a plan.

R. Patrick Vance, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in New Orleans, Louisiana, tells the Court
that the Debtor still has a number of material unresolved
contingencies and adequate information to formulate a plan does
not presently exist.

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.  Philip K. Jones, Jr., Esq.,
at Liskow & Lewis, APLC, represents the Official Committee of
Unsecured Creditors.  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)


ENTERGY NEW ORLEANS: Wants to Make Quarterly Dividend Payments
--------------------------------------------------------------
Entergy New Orleans, Inc., reports and pays taxes as a member of
Entergy Corporation's Consolidated Tax Group.  Pursuant to an
Income Tax Allocation Agreement, members of the Tax Group are
allowed to realize the value of certain tax benefits, which they
might not otherwise realize if the member was not part of a tax
consolidated group.  For instance, each member of the Tax group,
which generates tax losses, is paid to the extent the losses are
used to offset the tax liability of other members of the group.

The benefits of ENOI's net operating losses have been significant
from 2002 to the present.  ENOI has received more than
$36,000,000, over the past four years, and will receive another
$20,000,000, in respect of its 2005 Katrina losses.  These amounts
represent payments for ENOI's NOLs that have been used to reduce
the tax liability of other members of the Tax Group.

Over the next five years, ENOI anticipates to receive up to
$133,000,000, under the Income Tax Allocation Agreement for the
future absorption of ENOI's current NOLs and for the use of NOLs
that ENOI is projected to generate through 2010.

While future benefits are uncertain, any benefit must be
considered an extremely valuable asset of the Debtor's estate,
Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in New Orleans, Louisiana,
asserts.

One of ENOI's outstanding series of preferred stock carries a
dividend of $92,000 per quarter.  The dividend is due on July 1,
2006.  If future dividend payments are not made on those shares of
preferred stock, ENOI will no longer be a member of the
Consolidated Tax Group and will no longer be entitled to payments
from other members, Ms. Futrell notes.

To remain a member of the Tax Group, 80% voting control of ENOI
must remain with members of the Tax Group.  Section 1504 of the
Internal Revenue Code provides that if holders of 4 3/4%
Preferred Stocks become entitled to vote for directors of the
ENOI Board due to ENOI's failure to pay dividends, then regardless
of whether the holders exercise their voting rights or not, ENOI
will no longer be a member of the Tax Group.

Thus, permitting ENOI to pay its quarterly dividends, starting
July 2006, will help ENOI remain a member of the Tax Group.

Accordingly, the Debtor seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to:

   (a) declare the quarterly dividend on the 4 3/4% Preferred
       Stocks to the extent permissible under state law; or

   (b) pay an amount equal to the quarterly dividend.

Ms. Futrell maintains that the anticipated benefit more than
justifies the cost of the quarterly payments of the dividends.

Moreover, the proposed quarterly payments can be viewed as a form
of "adequate protection" within the meaning of Section 361 of the
Bankruptcy Code, necessary to protect a valuable asset of the
Debtor's estate.

In the alternative, the Debtor asks the Court to preclude holders
of any series of preferred stock from possessing any right that
would cause ENOI's loss of membership in the Consolidated Tax
Group, and resulting to the irrevocable dissipation of the
payments that would otherwise be available to ENOI.

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.  Philip K. Jones, Jr., Esq.,
at Liskow & Lewis, APLC, represents the Official Committee of
Unsecured Creditors.  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)


FLOWERS FOODS: Moody's Lifts Ba2 Corp. Family Rating to Baa3
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating for
Flowers Foods, Inc. to Baa3 from Ba2; the outlook is stable.  The
upgrade is based on Flowers' continuing strong operating
performance, the company's conservative financial policies, and
its strong debt protection measures and financial flexibility.

The key rating factors currently influencing Flowers ratings and
stable outlook are:

   (1) its modest size within the packaged consumer goods
        universe, with sales of just over $1.7 billion;

   (2) the strong regional franchise it has created in fresh bread
       within the mature and highly competitive packaged bread
       industry, together with a third-tier position in the snack
       cake and pastry business;

   (3) the moderate pricing flexibility the company has within the
       commodity-like fresh bread business;

   (4) Flowers' generally efficient manufacturing operations which
       still contain some scope for efficiency improvements; and

   (5) the company's low leverage and conservative financial
       policies.

The rating outlook is stable.  Over time, Flowers' ratings could
be upgraded if its operating performance remains strong, it is
able to further expand its geographic reach without encountering
operating challenges, and it is able to improve its EBITA margins
to above 8% of sales.  Given the recent upgrade, no near-term
downward rating pressure is expected.

Over time, Flowers' ratings could be downgraded if the company
were to experience deterioration in operating performance, or
adopted a much more aggressive financial profile emphasizing
shareholder returns.  Pressure could also build if Flowers were to
increase leverage such that retained cash flow to net debt fell
below 20% or EBIT to interest fell below 5 times.

Headquartered in Thomasville, GA, Flowers Foods, Inc. is a
regional producer and distributor of fresh bread, rolls, and snack
cakes for retail and foodservice markets.


FSI INC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: FSI Inc. of Penna
        aka FSI of PA, Inc.
        2578 West Maple Avenue
        Feasterville, Pennsylvania 19053

Bankruptcy Case No.: 06-11783

Chapter 11 Petition Date: May 1, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David A. Kasen, Esq.
                  Kasen Kasen & Braverman
                  1874 East Marlton Pike
                  P.O. Box 4130
                  Cherry Hill, New Jersey 08034
                  Tel: (856) 424-4144
                  Fax: (856) 424-7565

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


GENERAL MOTORS: Extends Union Deadline to Decide on Buy-Out
-----------------------------------------------------------
General Motors Corporation and Delphi Corporation's workers will
have until June 23, 2006, to decide on offers for buy-outs and
early retirement, Bloomberg News reports.

The offers, which applies to about 113,000 GM workers and 15,000
Delphi workers, are part of an agreement among GM, Delphi and the
United Auto Workers union to accelerate a reorganization plan.
This Plan calls for 30,000 job cuts and nine plant closings by
2008.

According to Bloomberg News reporter John Lippert, GM and Delphi
offered $35,000 for workers with at least 30 years to retire and
begin a $36,000-a-year pension.  Workers not eligible to retire
can opt for a buyout of as much as $140,000 and give up health
care benefits.

Under current union contracts, employees get almost their full pay
even where there's no work for them to do.  Mr. Lippert explains
that reducing the number of active workers would let GM put idled
workers back in operating factories and make it easier for Delphi
to close plants.

"In response to the significant interest in the program, we are
extending the date until June 23," GM spokesman Dan Flores told
Bloomberg.  "We are pleased with the number of employees who have
signed up so far."

A local UAW officer told Bloomberg that there's still no telling
how many more workers will take the buy-outs.

                        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.

                       About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service reviews for possible downgrade General
Motors Acceptance Corporation's Ba1 long-term rating.  Moody's
retained Residential Capital Corporation's Baa3 long-term and
Prime-3 short-term ratings.   The action followed General Motors's
decision to sell a 51% stake in GMAC to a consortium led by
Cerberus Capital Management L.P..

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Acceptance Corp. (GMAC; 'BB/B-1') and on GMAC's subsidiary,
Residential Capital Corp. (ResCap; 'BBB-/A-3'), on CreditWatch
with developing implications after General Motors Corp. disclosed
the proposed sale of its 51% ownership stake in GMAC to a
consortium headed by Cerberus Capital Management L.P.


GENERAL MOTORS: Deal with Delphi to Forgo Price Cut Expenses
------------------------------------------------------------
Delphi Corp. failed to negotiate an extension with General Motors
Corporation to extend their deal to postpone price reductions,
Bloomberg News says.  In November 2005, GM agreed to temporarily
forgo scheduled price cuts on Delphi parts to provide interim
financial health to Delphi.

"The cuts come as GM and Delphi are in talks on a variety of labor
issues aimed at helping the supplier reach an agreement with its
unions on reductions in wages and benefits without a strike,"
Bloomberg's Jeff Bennett says.

                        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.

                       About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service reviews for possible downgrade General
Motors Acceptance Corporation's Ba1 long-term rating.  Moody's
retained Residential Capital Corporation's Baa3 long-term and
Prime-3 short-term ratings.   The action followed General Motors's
decision to sell a 51% stake in GMAC to a consortium led by
Cerberus Capital Management L.P..

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Acceptance Corp. (GMAC; 'BB/B-1') and on GMAC's subsidiary,
Residential Capital Corp. (ResCap; 'BBB-/A-3'), on CreditWatch
with developing implications after General Motors Corp. disclosed
the proposed sale of its 51% ownership stake in GMAC to a
consortium headed by Cerberus Capital Management L.P.


HONEY CREEK: Taps Caine Mitter as Interest Rate Consultants
-----------------------------------------------------------
Honey Creek Kiwi LLC asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Caine Mitter &
Associates, Inc., as its interest rate consultants.

Caine Mitter is expected to:

   a) provide consulting services on interest rate analysis
      pertaining to the Debtor's bond debt servicing on the
      Debtor's behalf during its reorganization;

   b) advise the Debtor with regard to tax-exempt housing bond
      rates in the past and in the market; and

   c) conduct research and analyze necessary bond market
      information to support any statement or projection
      concerning tax-exempt multifamily housing bond rates on
      unrated direct placement or other credit structure as
      required.

Timothy C. Mitter, a Caine Mitter member and a senior advisor,
bills $320 per hour for his work.  Mr. Mitter discloses that
Andrew Goodfellow's billing rate will be $145 per hour.

Mr. Mitter assures the Court that his Firm does not hold any
interest adverse to the Debtor or its estate.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


INTEGRAL VISION: Rehmann Robson Raises Going Concern Doubt
----------------------------------------------------------
Rehmann Robson in Troy, Michigan, raised substantial doubt about
Integral Vision, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2004, and 2005.  The auditor pointed to
the company's recurring losses and difficulties in achieving
necessary sales to attain profitability.

Integral Vision, Inc., filed its consolidated financial statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 3, 2006.

The company reported a $2,679,000 net loss on $686,000 of net
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $3,227,000 in
total assets, $843,000 in total liabilities, and $2,384,000 in
total stockholders' equity.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?86b

Integral Vision, Inc. (OTCBB: INVI) -- http://www.iv-usa.com/--  
develops, manufactures, and markets flat panel display inspection
systems to ensure product quality in the display manufacturing
process.


INTEGRATED ELECTRICAL: Court Gives Final Nod on PwC as Auditors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
its final approval for Integrated Electrical Services, Inc., and
its debtor-affiliates to employ PricewaterhouseCoopers LLC and pay
the firm in the ordinary course of business.

The Court further ordered that, on a monthly basis, PwC is
required to serve a notice of compensation earned and expenses
incurred for the previous month to:

   (1) counsel for the Debtors,
   (2) counsel to the Official Committee of Unsecured Creditors,
   (3) counsel to the Official Equity Holders Committee, and
   (4) the United States Trustee.

As reported in the Troubled Company Reporter on Apr. 13, 2006,
pursuant to an engagement letter dated February 13, 2006, PwC
agrees to continue to:

   (1) be an independent advisor regarding Sarbanes-Oxley Section
       404 approach and documentation;

   (2) conduct interviews and perform walk-throughs as necessary
       with appropriate process owners to validate information
       received in management's process documentation for
       corporation, information technology, and field sites
       prepared by IES:

       * revenues and receivables,
       * purchasing and payables,
       * payroll and employee benefits,
       * fixed assets an capital expenditures,
       * inventory,
       * treasury and cash management
       * ledger maintenance and financial reporting, and
       * general information technology controls;

   (3) update process flowcharts and control matrices as
       necessary using the process documentation provided by IES
       Management and information received during interviews
       performed;

   (4) for identified gaps and weaknesses in internal controls,
       assist IES' management by providing advice and
       suggestions regarding additional internal controls over
       financial reporting to be implemented;

   (5) assist in executing and testing IES' operating
       effectiveness of internal controls to help support
       management's assertion; and

   (6) attend various project meetings as requested.

The Debtors and PwC are also parties to three Tax Engagement
Letters under which PwC will serve as tax advisors performing
these services:

   1) Pursuant to the Tax Engagement Letter dated April 14, 2005,
      assist with the review of consolidated financial tax
      accrual for the quarters ended March 31, 2005 and ended
      June 30, 2005 and the year ended September 30, 2005,
      including:

       * reviewing the activity in tax accounts,

       * reviewing the book tax differences,

       * reviewing the federal and state current and deferred tax
         assets and liabilities and supporting cumulative
         temporary differences and state deferred tax rates,

       * reviewing the calculations of IES' tax reserves and
         valuation allowances,

       * reviewing the effective tax rate reconciliation and
         supporting work papers prepared by IES, and

       * preparing a summary memorandum document the review;

   2) Pursuant to the Tax Engagement Letter dated March 3, 2005,
      work with IES' tax department to assist in the
      implementation of an appropriate process to comply with
      Section 404 of the Sarbanes-Oxley Act, including:

       * identification and documentation of the key tax
         processes,

       * developing a framework for identifying internal controls
         over tax accounts and performing self-assessment,

       * assist IES' tax department in using the framework to
         successfully complete the self-assessment, and

       * provide critical commentary on the results of the self-
         assessment and the overall preparedness of the tax
         function to support compliance with Section 404 of the
         Sarbanes-Oxley Act of 2002; and

   3) Pursuant to the Tax Engagement Letter dated December 21,
      2005:

       * prepare and sign as necessary tax documents; and

       * provide recurring tax consulting services, including
         providing answers to questions and opinion on tax
         matters including research, accounting method matters
         and preparation of memoranda, and to provide advice and
         assistance with respect to matters involving the
         Internal Revenue Service or other tax authorities.

Michaela C. Crocker, Esq., at Vinson & Elkins LLP, in Dallas,
Texas, says within the year prior to the Petition Date, the
Debtors have paid PwC approximately $3,100,000 in fees and
expenses.  To date, the Debtors owe PwC $466,000 for prepetition
work.  The Debtors also ask the Court for authority to pay the
amount in the ordinary course of business.  For postpetition
work, the Debtors estimate that they owe PwC $158,000.

The Debtors will pay fees to PwC based on time spent in rendering
tax and auditing services.  At the outset of its Internal Audit
engagement, PwC anticipated that approximately 3,000 to 3,500
hours would be needed to complete the internal audit:

   Category                  Hours     Blended Hourly Rate
   --------                  -----     -------------------
   Information technology    1,000            $170
   Field site visits         2,252            $145

The Debtors have also agreed to reimburse PwC for out of pocket
expenses.  About 3,000 hours are currently outstanding.

Subject to the Tax Engagement Letters, the Debtors and PwC had
agreed to a $545,000 fixed fee for the Tax Compliance Services.
No payments have been made to date and $545,000 will be paid
postpetition, along with the related out-of-pocket expenses.

For Tax Advisory Services, the Debtors propose to pay PwC based
on these hourly rates:

     Professional              Range
     ------------              -----
     Partner                $460 - $750
     Managing Director      $460 - $550
     Director               $360 - $450
     Manager                $260 - $350
     Senior Associate       $185 - $210
     Associate              $155 - $175
     Office Staff            $90 - $100

The professionals primarily responsible for the services rendered
by PwC are Thomas J. Palmisano for Tax Advisory Services and Gary
C. Prasher for the Internal Audit Services.

Mr. Palmisano assures the Court that PwC does not hold or
represent any interest adverse to the Debtors' estates and is a
disinterested person as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Assuming Lease Agreement with Enterprise
---------------------------------------------------------------
Integrated Electrical Services, Inc., and its debtor-affiliates
ask the Hon. Barbara Houser of the U.S. Bankruptcy Court for the
Northern District of Texas to dismiss or deny Enterprise Leasing
Company, dba Enterprise Fleet Services' motion to compel the
Debtors to decide whether to assume or reject the Master Equity
Lease Agreement.

                        Lease Agreement

Enterprise Leasing entered into a Master Equity Lease Agreement
with Encompass Electrical Technologies for certain vehicles in
June 1996.  In 2003, Encompass executed an Assignment and
Assumption Agreement to assign the lease to Riviera Electric, LLC,
an affilitate of Integrated Electric Services.  Consequently,
Enterprise executed a Master Equity Lease Agreement with Riviera
effective April 3, 2003.

                      Decision on Leases

On Apr. 5, 2006, Enterprise asked the Court to order the Debtors
to determine "within a shorter period of time" whether to assume
or reject the Agreement.  If the Debtors reject the Agreement,
Enterprise wants the automatic stay lifted to allow Enterprise to
exercise its rights pursuant to applicable non-bankruptcy law
pursuant to the Agreement.

                         Moot Motion

Michaela C. Crocker, Esq., at Vinson & Elkins LLP, in Dallas,
Texas, explains that Enterprise Leasing's request has been mooted
by the confirmation of the Debtors' Second Amended Plan.

As reported in the Troubled Company Reporter on Apr. 27, 2006, the
Court confirmed the Debtors' second amended reorganization plan
on April 26, 2006.

Pursuant to Article VII of the Plan, all contracts not
specifically identified for rejection would be assumed at
confirmation.  In the supplement to the Plan the Debtors filed, no
executory contracts or unexpired leases were identified for
rejection.  Thus, the Master Equity Lease Agreement will be
assumed.

                  About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


J.P. MORGAN: Fitch Rates Class C-B-4 & C-B-5 Certs. at Low-B
------------------------------------------------------------
Fitch rated J.P. Morgan Alternative Loan Trust mortgage pass-
through certificates, series 2006-A2 as:

Group 1:

   -- $515.73 million class 1-A-1 through 1-A-5 'AAA'
   -- $14.62 million class 1-M-1 'AA+'
   -- $11.52 million class 1-M-2 'A+'
   -- $7.87 million class 1-B-1 'BBB+'
   -- $2.81 million class 1-B-2 'BBB'

Aggregate Pool A (Groups 2-5):

   -- $520.98 million class 2-A-1 through 2-A-5, 3-A-1, 3-A-2,
      4-A-1, 4-A-2, 5-A-1, 5-A-2 and A-R 'AAA'

   -- $15.60 million class C-B-1 'AA'

   -- $6.69 million class C-B-2 'A'

   -- $4.46 million class C-B-3 'BBB'

   -- $3.90 million class C-B-4 'BB'

   -- $3.34 million class C-B-5 'B'

For Group 1, the 'AAA' rating on the senior classes reflects:

   * the 8.25% subordination provided by the 2.60% class 1-M-1;
   * the 2.05% class 1-M-2;
   * the 1.40% class 1-B-1;
   * the 0.50% class 1-B-2; and
   * the 1.70% initial and target overcollateralization.

For Aggregate Pool A(Groups 2-5), the 'AAA' rating on the senior
classes reflects:

   * the 6.50% subordination provided by the 2.80% class C-B-1;
   * the 1.20% class C-B-2;
   * the 0.80% class C-B-3;
   * the 0.70% privately offered class C-B-4;
   * the 0.60% privately offered class C-B-5; and
   * the 0.40% privately offered class C-B-6 (not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect:

   * the quality of the underlying mortgage collateral;

   * strength of the legal and financial structures; and

   * the master servicing capabilities of Wells Fargo Bank, N.A.,
     which is rated 'RMS1' by Fitch.

The Group 1 mortgage loans consist of 1,872 loans with a scheduled
balance of $562,100,984.00.  The average unpaid principal balance
as of the cut-off date is $300,267.  The weighted average original
loan-to-value ratio is 76.88%.  The weighted average mortgage rate
of the pool is 6.85%.  States with large concentrations of loans
are:

   * California (32.19%),
   * Florida (12.48%), and
   * Nevada (5.65%).

The Aggregate Pool A (Groups 2-5) mortgage loans consist of 1,586
loans with a scheduled balance of $557,194,993.51.  The average
unpaid principal balance as of the cut-off date is $351,320.  The
weighted average original loan-to-value ratio is 74.44%.  The
weighted average mortgage rate of the pool is 6.40%.  States with
large concentrations of loans are:

   * California (36.95%),
   * Florida (9.92%), and
   * Maryland (5.81%).

U.S. Bank, N.A. will serve as trustee. J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust which issued the certificates.  For federal income
tax purposes, the trustee will elect to treat all or portion of
the assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KERR MCGEE: Moody's Upgrades Ba3 Rated Debts to Ba2
---------------------------------------------------
Moody's Investors Service upgraded Kerr-McGee Corporation's
long-term debt ratings to Ba2 from Ba3.  The outlook is stable.
This concludes the rating review begun on January 30, 2006, which
reflected improved operating performance and reduced financial
risk following repayment of $4.25 billion in term loans borrowed
in 2005.

The ratings upgrade reflects Kerr-McGee's improved portfolio
durability and re-investment risk, primarily as measured by
finding and development costs, based on the company's
transformation from a predominantly offshore, international,
exploration strategy to an onshore North American natural gas
exploitation focus.

The upgrade also considers KMG's lower financial risk in terms of
leverage and cash flow coverage.  These key rating factors are
expected to continue improving over the near to medium term. Cash
operating costs should improve over time as well leading to lower
full-cycle costs and a stronger leveraged full-cycle ratio.

The stable outlook reflects KMG's need to execute its production
growth strategy balancing predominantly lower risk exploitation
with some exploration success, which should result in consistent
reserves replacement, lower F&D costs and a higher leveraged full-
cycle ratio.  Moody's also expects continued improvement in KMG's
leverage metrics as the company repays debt.

However, Moody's notes that the rating and the outlook are both
tempered by KMG's use of excess cash flow, including additional
capex, stock buyback plans and event risk from possible
acquisitions.

KMG announced a $1 billion stock repurchase program to be funded
primarily with proceeds from the sale of its Gulf of Mexico shelf
properties that is expected to close later in the second quarter.
In addition, the benefit from expected growth in total proved
reserves is offset by the potential increase in the proportion of
proved undeveloped reserves resulting from Rockies development and
longer lead time projects offshore and internationally.

Kerr-McGee Corporation, headquartered in Oklahoma City, Oklahoma,
is an independent exploration and production company with primary
operations onshore North America and the Gulf of Mexico.


KERZNER INTL: Investor Group Raises Going-Private Bid to $3.8 Bil.
------------------------------------------------------------------
Kerzner International Limited amended the definitive agreement
under which the Company will be acquired by an investor group --
led by the Company's Chairman, Sol Kerzner, and its Chief
Executive Officer, Butch Kerzner -- to increase the price per
ordinary share from $76 to $81 in cash.

As a result, the Company agreed to terminate its solicitation of
superior proposals.  The Company also agreed that the transaction
cannot be terminated prior to a stockholder vote without the
consent of the investor group.  The aggregate transaction value,
including the assumption of $599 million of net debt as of
Dec. 31, 2005, is approximately $3.8 billion.

The Company amended the agreement after Ronald Baron and several
of his investment companies directed the purchase of 5,313,000
shares of Kerzner International's common stock for $154,732,879.
Mr. Baron told Howard Kerzner he does not support the proposed
$76 per share going-private transaction.

The investor group also includes:

      * Istithmar PJSC, a significant Kerzner shareholder;

      * Whitehall Street Global Real Estate Limited Partnership
        2005;

      * Colony Capital LLC, Providence Equity Partners, Inc.;
        and

      * The Related Companies, L.P., which is affiliated with
        one of the Company's directors.

The Board of Directors of the Company, upon the unanimous
recommendation of a Special Committee of Directors formed to
evaluate the terms of the transaction, has approved the revised
terms of the merger agreement.  The Special Committee, which
includes representatives of two significant shareholders that are
not affiliated with the investor group, negotiated the price and
other terms of the revised merger agreement with the assistance of
its financial and legal advisors.

The transaction is expected to close in mid 2006 and is subject to
certain terms and conditions customary for transactions of this
type, including the receipt of financing and regulatory approvals.
Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners
have provided commitments to the investor group for the debt
portion of the financing for the transaction.

The transaction also requires approval of the merger agreement by
the Company's shareholders.  The Kerzners and Istithmar, which
together own approximately 24% of the Company's ordinary shares,
have agreed to vote in favor of the transaction.  The Company will
schedule a special meeting of its shareholders for the purpose of
obtaining shareholder approval.  Upon completion of the
transaction, the Company will become a privately held company and
its common stock will no longer be traded on The New York Stock
Exchange.

In the event the merger agreement is terminated under specified
circumstances, the investor group will receive a break-up fee
of 3% of the equity value of the transaction (approximately
$95 million).

J.P. Morgan Securities Inc. is serving as financial advisor and
Cravath, Swaine & Moore LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are serving as legal advisors to the Special
Committee of the Company's Board of Directors. Deutsche Bank AG
and Groton Partners LLC are serving as financial advisors and
Simpson Thacher & Bartlett LLP is serving as legal advisor to the
investor group.

                         About Istithmar

Istithmar PJSC is a major investment house based in the United
Arab Emirates focusing on private equity, real estate and other
alternative investments.  Established with an initial investment
capital pool of $2 billion, Istithmar has, to date, invested in
30 companies deploying approximately $1 billion in equity capital.
It currently focuses its activities in four industry verticals -
Consumer, Financial Services, Industrial and Real Estate.

                         About Whitehall

The Whitehall Street Real Estate Funds are Goldman, Sachs & Co.'s
primary real estate investment vehicle.  Goldman Sachs manages the
Whitehall Funds and is also Whitehall's largest investor.  Since
1991, Whitehall has invested approximately $16 billion of equity
in real estate and other derivative investments with a gross cost
basis of approximately $50 billion.  Its investments have been
made in 20 countries and include interests in real estate assets,
portfolio companies, non-performing loans, mezzanine loans and
other related products.

                      About Colony Capital

Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack Jr., Colony is a private, international investment firm
focusing primarily on real estate-related assets and operating
companies.  At the completion of this transaction, Colony will
have invested more than $20 billion in over 8,000 assets through
various corporate, portfolio and complex property transactions.

Colony Capital is headquartered in Los Angeles, with offices in
Beirut, Boston, Hawaii, Hong Kong, London, Madrid, New York,
Paris, Rome, Seoul, Shanghai, Singapore, Taipei, and Tokyo.

                About Providence Equity Partners

Providence Equity Partners Inc. is a global private investment
firm specializing in equity investments in media and
entertainment, communications and information companies around the
world.  The principals of Providence Equity manage funds with over
$9 billion in equity commitments and have invested in more than
80 companies operating in over 20 countries since the firm's
inception in 1990.  Providence Equity is headquartered in
Providence, Rhode Island and also has offices in New York and
London.

                   About The Related Companies

The Related Companies, L.P. was founded in 1972 by Chairman and
CEO Stephen M. Ross.  Related is headquartered in New York City.
To date, Related has developed or acquired real estate assets
worth over $10 billion with another $7 billion currently in
development.  A fully integrated privately owned firm with
divisions in development, acquisitions, financial services,
property management, marketing and sales, Related is synonymous
with architectural and service excellence, and has significant
developments, partners and affiliates in Miami, Chicago, Boston,
Los Angeles and San Francisco.  Related's historic development of
the 2.8 million square foot Time Warner Center has transformed
Columbus Circle into one of New York City's premier destinations
and has significantly increased the value of commercial and
residential property in the surrounding neighborhoods.

                 About Kerzner International

Kerzner International Limited  (NYSE: KZL) --
http://www.kerzner.com/-- through its subsidiaries, is a leading
international developer and operator of destination resorts,
casinos and luxury hotels.  The Company is also a 37.5% owner of
BLB Investors, L.L.C., which owns Lincoln Park in Rhode Island and
pari-mutuel racing facilities in Colorado.  In the U.K., the
Company is currently developing a casino in Northampton and
received a Certificate of Consent from the U.K. Gaming Board in
2004.  In its luxury resort hotel business, the Company manages
ten resort hotels primarily under the One&Only brand.  The
resorts, featuring some of the top-rated properties in the world,
are located in The Bahamas, Mexico, Mauritius, the Maldives and
Dubai.  An additional One&Only property is currently in the
planning stages in South Africa.


KIMBERLY CROSSING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Kimberly Crossing Developers, LLC
        2950 Stone Hogan Road, Southwest
        Atlanta, Georgia 30331

Bankruptcy Case No.: 06-64964

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Robert A. Chambers, Esq.
                  Donovan Chambers, P.C.
                  8440 Courthouse Square
                  Douglasville, Georgia 30134
                  Tel: (770) 947-3540

Total Assets: $1,750,500

Total Debts:    $794,000

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


KL INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: KL Industries, Inc.
        dba KL Spring & Stamping Division
        dba KL Spring Division
        dba KL Stamping Division
        dba KL Assembly Division
        dba American Metal Forming Division
        787 West Belden Avenue
        Addison, Illinois 60101
        Tel: (630) 628-6401

Bankruptcy Case No.: 06-04882

Chapter 11 Petition Date: May 2, 2006

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Peter J Roberts, Esq.
                  Steven B Towbin, Esq.
                  Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
                  321 North Clark Street, Suite 800
                  Chicago, Illinois 60610
                  Tel: (312) 276-1322
                  Fax: (312) 275-0568

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Metals USA - Northbrook          Trade Debt            $971,541
3000 Shermer Road
Northbrook, IL 60062-3002

Gibbs Wire & Steel Co. Inc.      Trade Debt            $358,969
3751 Olive Road
South Bend, IN 46628-8424

Industrial Steel & Wire          Trade Debt            $207,671
1901 North Narragansett Avenue
Chicago, IL 60639

Tandem Metals, Inc.              Trade Debt            $175,753

Ericson Tool & Mfg., LLC         Trade Debt            $160,166

Great Lakes                      Trade Debt            $104,275

Multitech Industries             Trade Debt             $97,435

TFI Sales, Inc.                  Sales Commissions      $81,635

Three Star Mfg. Co., Inc.        Trade Debt             $73,570

BL Downey Co. Inc.               Trade Debt             $71,956

Stumpp Schuele & Somappa         Trade Debt             $71,518

Serson Supply Inc.               Trade Debt             $67,471

Suburban Ind. Tool & Mfg.        Trade Debt             $66,797

Henry Orlowski                   Lawsuit                $60,000

Form-Tech Steel                  Trade Debt             $57,798

Dynamex Inc.                     Trade Debt             $56,949

Prairie Dog Ltd. Partnership     Real Estate Lease      $56,193

Monarch Tool & Die Co.           Trade Debt             $50,928

Idola Fori Design LLC            Trade Debt             $46,500

Dynamic Coatings, Inc.           Trade Debt             $46,316


KMART CORP: Rubloff Development Moves for Summary Judgment
----------------------------------------------------------
As previously reported, Rubloff Development Group, Inc., filed
Claim Nos. 37506, 37507, 37508, 37509, 37733, 37734, 37735 and
37773 against Kmart Corporation.  Kmart asked the Court to issue a
summary judgment disallowing the Claims.

Pursuant to Rule 7056 of the Federal Rules of Bankruptcy
Procedure, Rubloff asks the Court to deny Kmart's request and
grant summary judgment in its favor instead.

Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP, in Rockford,
Illinois, asserts that summary judgment allowing the Claims in
their entirety should be granted because:

    (1) the clear language of the Lease Assumption and Assignment
        Agreement executed between Kmart and Rubloff did not
        release Kmart from its obligations under eight subleases
        entered into by the parties between 1998 and 2000; and

    (2) Rubloff was damaged in the amounts set forth in its Claims
        by Kmart's breach of contractual obligations under the
        Subleases.

Mr. Lester relates that nowhere in the Assumption and Assignment
Agreement did Rubloff waive its rights to assert claims against
Kmart as a result of its loss of the economic benefit of the
subleases' lower rent.

The terms of the Assumption and Assignment Agreement also clearly
identify:

    * "Subleases' to refer to the listed subleases; and
    * "Lease" to refer to the Master Leases.

Mr. Lester argues that by its express terms, the indemnification
language -- which allegedly bars Rubloff's Claims -- refers only
to claims that any party may assert against Kmart under the
Master Leases.  It has no effect on the Claims under the
Subleases.

Contrary to Kmart's assertion that Rubloff made a judicial
admission in the February 13, 2002 hearing, there were none made,
Mr. Lester explains.  Kmart only provided the Court in its
arguments with a portion of Rubloff's counsel's statements and has
taken the comments out of context.

Mr. Lester adds that the cases that Kmart relies on do not stand
for the proposition asserted.

By entering into the Assumption and Assignment Agreements,
Rubloff mitigated its Claims against Kmart, which would have been
significantly higher had it not assumed the Master Leases, thereby
limiting the damages Kmart would have incurred had the Leases been
rejected.

Mr. Lester stresses that, in some instances, the Bankruptcy Code
defines how the claims for the resulting breach are to be treated
and calculated.  However, it is state law that governs when a
contract breach has occurred.

For these reasons, Mr. Lester concludes that:

    * none of the language in the Assumption and Assignment
      Agreement or the Sublease Agreements bar Rubloff's Claims
      against Kmart for Kmart's breach of the Sublease Agreements;
      and

    * Kmart raises no argument that in the absence of Rubloff
      having effectively released its claim under the Assumption
      and Assignment Agreement or the Sublease Agreements,
      Rubloff's Claims should not be allowed.

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)


KMART CORP: Files Revised Status Report on Avoidance Actions
------------------------------------------------------------
At the U.S. Bankruptcy Court for the Northern District of
Illinois' request, Kmart Corporation submitted a revised status
report on January 16, 2006, setting forth the remaining critical
vendor adversary proceeding defendants that joined in, or filed, a
motion to dismiss complaints that have general applicability to
all other defendants.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that based on the
Court's comments at the April 11, 2006 status hearing,
discrepancies in the docket have been noted with respect to the
motions to dismiss, and updates have been made to the report.

                     Docketing Discrepancies

Kmart indicated in the prior report that The Asian Source
Enterprise LLC and Mountaineer Publishing Co., Inc., filed motions
to dismiss, or joinders to motions to dismiss.  However, the
dockets of the adversary proceedings showed none of these
pleadings because the motions were filed in the wrong adversary
cases.

Kmart proposes that the Court direct the docketing clerk to file a
copy of each joinder in the corresponding adversary proceeding.
Specifically:

    * The Asian Source Enterprise LLC, which intended to file a
      notice of joinder in the motion filed by Consumer
      Communications, Adv. No. 04-02055, but mistakenly filed it
      in the adversary proceeding against Action Performance, Adv.
      No. 04-00104, must be filed back in Adv. No. 04-02865; and

    * Mountaineer Publishing Co., Inc., which intended to file a
      notice of joinder in the motion filed by the Tribune
      Company, but mistakenly filed it in the adversary proceeding
      against Abbeville, et. al., Adv. No. 04-00085, must be filed
      back in Adv. No. 04-02379.

                             Updates

Mr. Barrett discloses that after a review of the docket of each
remaining critical vendor defendant, several updates have been
made to the report.

This includes:

    (1) the joinder filed by The Brown Publishing Company doing
        business as Hillsboro Times Gazette, Adv. No. 04-02595, on
        January 25, 2006;

    (2) the addition of  Tribune Company's previously dismissed
        motion since several remaining defendants joined in on
        that motion;

    (3) the dismissal of Great Lakes Media, Adv. No. 004-0018, and
        the deletion of NYP Holdings, Inc., doing business as New
        York Post, Adv. No. 04-02395, from the report, due to the
        settlement of both cases;

    (4) the amended joinder filed by International Ying Ming Ind.
        Co., Inc., Adv. No., 04-02758, in the motions to dismiss
        by the Chicago Sun-Times and Magic Power Co., Ltd., and
        Magic Power Co., Ltd.;

    (5) the fourth joinder filed by El Dia, Adv. No., 04-02102,
        and Primera Hora, Adv. No. 04-02436, in the motion to
        dismiss filed by the Tribune Company.

According to Mr. Barrett, the motions to dismiss filed by eight of
the nine defendants remain pending:

    Defendant                                  Case No.
    ---------                                  --------
    Chicago Sun-Times                          04-02038
    Washington Post Company                    04-00121
    Great Lakes Media                          04-00118
    Consumer Communications Services, Inc.     04-02055
    Quad Graphics                              04-00086
    Ogden Newspaper Group                      04-00158
    Dean Foods Company                         04-00082
    Vertis, Inc.                               04-00099

A full text copy of Kmart's revised status report is available for
free at:

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

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)


KULICKE & SOFFA: Moody's Raises B3 Corporate Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded Kulicke & Soffa's corporate
family rating to B2 from B3.  The outlook is stable.  The upgrade
reflects Kulicke & Soffa's improved credit profile due to a
strategic realignment of its business model via the sale of its
unprofitable test businesses, recent debt reduction and subsequent
strengthening of its operating performance during the current
cyclical upturn.

K&S used a combination of net cash proceeds from the sale of the
test assets, free cash flow generation and stock to retire $75
million of the 0.5% convertible subordinated notes due 2008.
Operating profitability and credit protection measures will
improve markedly with pro forma EBIT margin improving to 12.7%
compared to -10.6% and adjusted debt to EBITDA improving to 2.5x
from -7.7 as of LTM Dec. 31, 2005.  Consideration is given to the
company's more focused business strategy affording increased
growth opportunities in Kulicke & Soffa's core markets after
disposition of the test assets.

Excluding the test assets, which were treated as discontinued
operations, K&S continued its solid financial performance in the
second fiscal quarter ended Apr. 1, 2006.  Revenues advanced 56.3%
to $160.3 million compared to the second fiscal quarter of 2005.
Gross margin improved slightly to 28.0% compared to 27.2% in the
comparable year ago period, but was down sequentially due to the
pass through of higher raw material costs for gold.

K&S reported operating income of $14.8 million compared to $4.1
million in the second fiscal quarter of 2005.  With the generation
of $15.1 million of free cash flow in the quarter, cash and short-
term investments increased to $122.2 million from $101.8 million
on Dec. 31, 2005.  Shareholders' equity swung to positive $46.2
million from a net deficit position.

The stable outlook reflects the company's improved cost structure,
enhanced earnings quality and reduced financial leverage tempered
by limited earnings visibility, customer concentration and
potential acquisition activity to supplement organic growth within
K&S's wire bonder and packaging materials segments.  The stable
outlook also considers the recent robust ordering patterns for
wire bonding equipment.

However, Moody's notes this is not likely sustainable as a
potential build-up of excess capacity to counteract the current
back-end tightness could result in waning demand over the next 12
to 18 months and lower average selling prices.

Fort Washington, Pa.-based Kulicke & Soffa Industries, Inc. is the
world's leading supplier of semiconductor wire bonding assembly
equipment.  K&S is the only major supplier to the semiconductor
assembly industry that provides customers with semiconductor
assembly equipment along with the complementing packaging
materials.


KYUNG PYUN: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kyung Hui Pyun
        5112 North 9th Street
        McAllen, Texas 78504

Bankruptcy Case No.: 06-70183

Chapter 11 Petition Date: May 1, 2006

Court: Southern District of Texas (McAllen)

Debtor's Counsel: Baldemar Cano, Jr., Esq.
                  217 South Cage
                  Pharr, Texas 78577
                  Tel: (956) 787-8523
                  Fax: (956) 787-7281

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service                               $440,000
P.O. Box 105404
Atlanta, GA 30348-5404

Simon Property Group             Civil Judgment        $400,000
115 west Washington Street
Indianapolis, IN 46204

MBNA America                     Open Account           $23,000
P.O. Box 15027
Wilmington, DE 19580-5027

Hidalgo County Tax Assessor      Ad Valorem Taxes       $16,000

Texas Comptroller of             State Sales Taxes      $15,000
Public Accounts


LACE CONSTRUCTION: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lace Construction, Inc.
        dba D.J. Casey Enterprises
        17546 SR 710 Beeline Highway
        Jupiter, Florida 33458

Bankruptcy Case No.: 06-11688

Type of Business: The Debtor is a project contractor and offers
                  land clearing services.

Chapter 11 Petition Date: May 1, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Craig I. Kelley, Esq.
                  Kelley & Fulton, P.A.
                  1665 Palm Beach Lakes Boulevard
                  Suite 1000 - The Forum
                  West Palm Beach, Florida 33401
                  Tel: (561) 491-1200
                  Fax: (561) 684-3773

Total Assets: $2,782,032

Total Debts:  $3,233,935

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Rockland Credit Finance, LLC     Factoring Loan          $711,390
6 Park Center Court, Suite 212
Owings Mills, MD 21117

Altec Capital                    Equipment               $198,018
31 Inverness Center Parkway
#360A
Birmingham, AL 35242

Nortrak Equipment Company        Equipment Deficiency    $160,500
3933 Martin Luther
King Jr. Boulevard
West Palm Beach, FL 33404

Boose, Casey, Ciklin,            Legal Services           $60,000
Lubitz, Martens

Case Credit                      Equipment                $59,852

Becker & Becker Enterprises      Subcontractor            $56,936

Kelly Tractor                    Equipment Deficiency     $55,934

Earthwise Mulch, Inc.            Subcontractor            $53,606

Palmdale Oil                     Fuel                     $45,781

Total Source Tree Service        Subcontractor            $34,755

Powerplan                        Parts                    $28,750

Palm Beach County                Natural Disaster Loan    $25,000

RKC Land Development             Subcontractor            $23,207

Port Consolidated                Fuel                     $22,656

Riverside National Bank          Equipment                $17,923

Premier Capital                  Equipment                $17,040

Tax Collector -                  Tangible Tax             $16,153
Palm Beach County

AmSouth                          Equipment                $13,801


LEAP WIRELESS: S&P Affirms B- Corp. Credit & Sr. Sec. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch.  The outlook is stable.  Total debt
as of Dec. 31, 2005, was $594 million.

The ratings were placed on CreditWatch with negative implications
on March 7, 2006, due to the potential for default under its $710
million senior secured credit facility.  The action was related to
the company's announcement that it planned to restate its audited
financial statements for the five months ended Dec. 31, 2004, and
the nine months ended Sept. 30, 2005, following the identification
of errors in previously reported:

   * income tax expense,
   * goodwill, and
   * other long-term liabilities.

The restatement also raised concerns about possible covenant
violations.

"The ratings affirmation follows the release of the company's
10-K and restated 10-Qs, which did not result in a deterioration
of Leap's financial profile," said Standard & Poor's credit
analyst Allyn Arden.  "We believe the company has completed its
assessment and taken the appropriate measures to limit further tax
accounting issues that would result in additional restatements.
Additionally, the company received waivers for any potential
defaults under its bank facility."

The ratings on Leap Wireless reflect:

   * the very high degree of business risk, given its
     nontraditional wireless business model and limited operating
     history;

   * execution risk from the buildout of new markets; and

   * the expectation of significant discretionary cash flow losses
     in 2006 as result of the planned market expansion.

Tempering factors include:

   * the company's niche market;
   * its low cost structure; and
   * adequate liquidity.


LEHMAN XS: Moody's Puts Low-B Rating on Two Note Classes
--------------------------------------------------------
Moody's Investors Service assigned a rating of Baa3 to the Class A
notes and a rating of Ba2 to the Class B notes of Lehman XS Net
Interest Margin Notes, Series 2006-3.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate and
fixed-rate residential mortgage loans: Lehman XS Trust Mortgage
Pass-Through Certificates, Series 2006-3.

The cash flows available to repay the notes are most significantly
impacted by the level of prepayments, as well as the timing and
amount of losses on the underlying mortgage pool. Moody's applied
various combinations of loss and prepayment scenarios to evaluate
the adequacy of cash flows to fully amortize the rated notes.

The complete rating actions:

    Issuer: Lehman XS NIM Company 2006-3

    Co-Issuer: SASCO ARC Corporation

    Securities: Lehman XS Net Interest Margin Notes, Series 2006-3

    Cl. A, Assigned Baa3

    Cl. B, Assigned Ba2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


LEVEL 3: Buying TelCove Inc. for $1.23 Billion
-----------------------------------------------
In its third company purchase this year, Level 3 Communications,
Inc. (Nasdaq: LVLT), signed a definitive agreement to acquire
TelCove, Inc., a privately held Pennsylvania-based
telecommunications company.  Under terms of the agreement, Level 3
will pay total consideration of $1.2375 billion, consisting of
$637 million in shares of Level 3 common stock, $445 million in
cash and $155.5 million in the assumption of debt.

In April, Level 3 signed a purchase agreement to acquire ICG
Communications, Inc., a privately held Colorado-based
telecommunications company for $163 million, consisting of
$127 million in unregistered shares of Level 3 common stock and
$36 million in cash.

Level 3 completed its purchase of Wiltel Communications in Jan.
this year.

As part of the transaction, Level 3 will be acquiring over 300
LMDS and 39 GHz licenses covering 90% of the population of the
United States.

"The acquisition of TelCove increases our ability to provide
end-to-end bandwidth services to our customers," said James Q.
Crowe, chief executive officer of Level 3.  "In addition to the
contribution to operating margins, this additional metropolitan
and regional capability will enable us to extend the network reach
we offer to our customers and enable TelCove's customers to
benefit from our national network and broad suite of IP-based
services.

"It has been a pleasure working with Doug Teitelbaum and Kurt
Cellar of Bay Harbour Management as we worked to conclude this
agreement, and we look forward to working with Bob Guth and the
management team at TelCove in the coming months and years."

"Bay Harbour Management has been the controlling shareholder of
TelCove for two years.  Our team, headed by Kurt Cellar, has
worked closely with TelCove to nurture growth through significant
capital investment and acquisitions," said Doug P. Teitelbaum,
managing partner of Bay Harbour Management, LC.  "This merger with
Level 3 accomplishes our goals by positioning us to be investors
in a leading nationwide communications carrier."

"TelCove's metro fiber assets are among the most robust in the
industry, and we have an outstanding base of loyal and satisfied
customers who will benefit greatly from this acquisition, and a
team of dedicated employees who are excited to play a key role in
this unfolding vision," said Bob Guth, president and chief
executive officer at TelCove.  "This is a great day for all
TelCove stakeholders, and a significant step by Level 3 that will
drive real choice to customers on a national basis."

After integration, TelCove's metropolitan and regional networks
will connect Level 3's national backbone network directly to
traffic aggregation points.  These aggregation points include
other carriers' points of presence, local telecommunications
companies' central offices, wireless providers' switch centers,
colocation and data centers, cable company head ends, and high-
bandwidth enterprise locations.  Before the pending acquisitions
of TelCove and ICG Communications and the completed acquisition
of Progress Telecom, Level 3 already had extensive metro
infrastructure in 36 markets, connecting to approximately
900 traffic aggregation points, and Level 3 believes that these
facilities have been a source of considerable competitive
advantage.  The acquisition of Progress and, after close, of
TelCove and ICG Communications will increase the number of traffic
aggregation points to approximately 5,000 in the U.S. and
approximately 5,200 globally.

"Expanding Level 3's existing position as a metro service provider
will allow us to further meet our growing customer demand," said
Kevin O'Hara, president and chief operating officer of Level 3.
"The addition of TelCove's metro markets will enable us to
increase our focus on on-net, high-margin business.  In addition,
this acquisition should meaningfully reduce expenses paid to third
parties for local access.

"TelCove's networks in key markets throughout the Eastern United
States are complementary with Level 3's existing infrastructure
including the networks we have recently acquired through Progress
Telecom and have agreed to acquire from ICG Communications.

"In order to assure the attention that is necessary to fully
leverage Level 3's metro assets, we have formed Level 3 Metro
Services, a separate business unit with the appropriate
management, sales and technical resources at the local level to
ensure a clear focus on those markets," said Mr. O'Hara.

"For the full year 2006, TelCove standalone is expected to
generate approximately $380 million to $400 million of annualized
revenue and approximately $125 million to $135 million of
annualized Adjusted OIBDA," said Sunit S. Patel, chief financial
officer of Level 3 Communications.  "TelCove's annual revenue
growth rate is expected to average approximately 10 to 12 percent
and with gross margins over 80 percent.

"We expect integration costs of approximately $75 million which
comprises about $25 million in operating expenses and $50 million
in capital expenditures.  Most of the integration expenses will be
incurred in 2007.  We expect TelCove's 2007 Adjusted OIBDA to be
approximately $150 million, improving to approximately $220
million in 2008 upon completion of integration.  Capital
expenditures, before integration, are expected to range between
20% and 25% of annualized revenue after 2006.  The addition of
TelCove's high-margin revenues enhance our margin profile and
improve our financial leverage."

"The integration model for TelCove is different than a number of
other acquisitions Level 3 has completed, where synergies were
driven through the elimination of overlapping facilities and
duplicative costs," said Mr. O'Hara.  "While certain functions
will be integrated and some positions eliminated, the primary
drivers of value are opportunities to reduce Level 3's network
related expenses and to increase sales to existing and new
customers.

"We will immediately begin integration planning to the extent
permitted by applicable law.  With our experience and expertise in
integration activities, we believe that we are well positioned for
a smooth integration process."

The number of shares of Level 3's common stock to be delivered at
closing will determined by dividing $637 million by Level 3's
volume-weighted average share price for the ten trading days
ending on the trading day immediately preceding the fourth trading
day prior to closing, but in no case will the number of shares
that Level 3 is required to deliver at closing be greater than
approximately 166 million shares or less than approximately 111
million shares.

Closing is subject to customary conditions, including receipt of
applicable state and federal regulatory approvals, and is also
subject to a vote to approve an increase in the number of
authorized shares of Level 3's common stock, which is scheduled to
occur at Level 3's annual stockholder meeting on May 15, 2006.
The holders of more than a majority of TelCove's stock have
irrevocably approved the transaction and therefore the transaction
is not subject to any additional approvals by TelCove's security
holders.  Closing is expected to occur in the third quarter of
2006.

Level 3 was advised by Morgan Stanley and Willkie Farr & Gallagher
LLP.

TelCove was advised by Merrill Lynch & Co., Houlihan Lokey Howard
and Zukin and Akin Gump Strauss Hauer & Feld LLP in connection
with the merger.

                          About Telcove

Adelphia Business Solutions, Inc., and its debtor-affiliates that
filed Chapter 11 petitions on March 27, 2002.  These debtors'
restructurings are jointly administered under case number 02-11388
and these debtors are represented by lawyers at Weil, Gotshal &
Manges.  ABIZ is a 2001 spin-out from Adelphia Communications
Corporation.  In March 2003, ABIZ began doing business as TelCove.

TelCove is facilities-based provider of metropolitan and regional
communications services including transport, Internet access and
voice services.  TelCove's network has over 22,000 local and long
haul route miles serving 70 markets across the eastern United
States, with approximately 4,000 buildings on net.  TelCove has
annual revenues of about $390 million and Adjusted OIBDA of about
$130 million.

                          About Level 3

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

                         *     *     *

As reported in the Troubled Company Reporter on April 19, 2006,
Fitch Ratings affirmed its CCC Issuer Default Rating on Level 3.

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

Moody's took these ratings actions:

  Outlook changed to stable from developing.

     * Corporate family rating -- affirmed Caa2

     * Speculative Grade Liquidity Rating -- affirmed SGL-1

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

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

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

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

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

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

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

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

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

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


MID-STATE RACEWAY: Emerges from Bankr. & Resolves Vestin Claims
---------------------------------------------------------------
Mid-State Raceway, Inc.'s chapter 11 plan became effective on
May 1, 2006.

As a result of the bankruptcy plan becoming effective, Vestin
Mortgage, Inc., the manager of Vestin Realty Mortgage I, Inc. and
Vestin Realty Mortgage II, Inc. (Nasdaq:VRTB), received:

   * New first trust deed notes from the buyer, Vernon Downs
     Acquisition, LLC;

     Vestin Realty Mortgage I, Inc. holds $3.2 million of the new
     notes and Vestin Realty Mortgage II, Inc. holds $19.6 million
     of the new notes.  The new notes reflect a $1.2 million
     principal reduction payment and a deferred gain of $171,000
     for Vestin Mortgage Realty I and $1,030,000 for Vestin Realty
     Mortgage II, Inc.  The gain cannot be recognized until the
     notes are paid in full.  The new notes earn interest at the
     rate of 9%; the notes are due in 6 months and can be extended
     for an additional 6 months by payment of a fee.  The notes
     are secured by a first trust deed on the Vernon Downs
     properties and the notes carry a personal 100% guarantee by
     Jeffrey Gural, Chairman of Newark & Company Real Estate, Inc.
     and a 50% guarantee by Nevada Gold and Casinos, Inc.
     (AMEX:UWN).

   * Prepayment of interest on the new notes in the aggregate
     amount of $500,000;

   * Delay fees from the date of the bankruptcy confirmation until
     the effective date in the aggregate amount of $287,000; and

   * Payment of past due forbearance fees in the aggregate amount
     of $555,000.

Vestin Mortgage noted that the Companies received forbearance
payments from the original guarantors of the original loan during
the entire bankruptcy period.

Recently, Vestin Mortgage reported that Vestin Fund I, LLC and
Vestin Fund II, LLC unit holders voted to convert the funds to
Vestin Realty Mortgage I, Inc. and Vestin Realty Mortgage II, Inc.
Vestin Realty Mortgage II, Inc. began trading on the Nasdaq
National Market System on May 1, 2006 under the symbol VRTB.
Vestin Realty Mortgage I, Inc. is targeted to begin trading under
the symbol VRTA around June 1, 2006.

                      About Vestin Mortgage

Headquartered in Las Vegas, Nevada, Vestin Mortgage Inc. --
http://www.vestinmortgage.com/-- is a short-term real estate and
construction lender, which holds a mortgage broker's license in
Nevada.  Vestin obtains borrowers through referrals, repeat
business, or other licensed brokers in compliance with Nevada law.

                     About Mid-State Raceway

Headquartered in Vernon, New York, Mid-State Raceway, Inc., dba
Vernon Downs -- http://www.vernondowns.com/-- operates a
racetrack, restaurant and gaming resort.  The Company and its
debtor-affiliate filed for chapter 11 protection on August 11,
2004 (Bankr. N.D.N.Y. Case No. 04-65746).  Lee E. Woodard, Esq.,
at Harris Beach LLP, represents the Debtors in their restructuring
efforts. Camille Wolnik Hill, Esq., and Stephen A. Donato, Esq.,
at Bond, Schoeneck & King, PLLC, represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection,
they listed estimated debts of $10 million to $50 million but did
not disclose its assets.


NATIONAL ENERGY: Report Ch. 11 Plan Implementation for 2nd Quarter
------------------------------------------------------------------
Pursuant to the First Amended Plan of Liquidation of National
Energy & Gas Transmission, Inc.'s energy trading debtor-
affiliates, the Energy Trading Debtors delivered to the Court
their second quarterly report for the period December 1, 2005,
through February 28, 2006.

The Energy Trading Debtors include:

   * NEGT Energy Trading Holdings Corporation,
   * NEGT Energy Trading - Gas Corporation, NEGT ET Investments
   * Corporation, and NEGT Energy Trading - Power, L.P.,
   * Energy Services Ventures, Inc., and
   * Quantum Ventures

The ET Debtors disclose that PENTA Advisory Services, LLC, their
Plan Administrator, has continued to make substantial progress
toward liquidating their remaining non-cash assets, settling
outstanding liabilities, and winding down their affairs pursuant
to the Plan.

The Chapter 5 avoidance actions are progressing toward resolution,
and numerous adversary proceedings have been settled for the
quarter.  Some are in the process of settlement negotiation and
others are in the discovery phase.

The ET Debtors continued to work in resolving the remaining
claims.  Most notably, Caledonia Generating, LLC's Claim No. 223,
for $375,000,000 against ET Power, among others, was resolved when
the Court approved a settlement among General Electric Capital
Corporation, Caledonia and the ET Debtors, and a related
intercompany settlement between NEG and the ET Debtors.

The Caledonia Claim was allowed as a general unsecured claim for
$375,000,000.  The ET Debtors paid $75,000,000 on account of the
Claim during the Reporting Period.

ET Power received a $15,000,000 cash payment from USGen in
accordance with a settlement, which resolved remaining issues
between them.  ET Power and ET Gas also reached a settlement with
Columbia Gas Transmission, and Columbia Gulf Transmission that
resulted in more than $1,000,000 in cash payments into ET Power's
estate.

In addition, ET Power finalized a settlement agreement with Aquila
Merchant Services, Inc., and received a $6,000,000 cash payment.
The ET Debtors' arbitration proceedings with Southaven Power LLC
resumed in February 2006 and have been continued to June 2006.

As of the conclusion of the Reporting Period, several substantial
claims and litigation matters remained open and unresolved, and
the timing of any additional interim distributions to holders of
general unsecured claims will, in large measure, depend upon the
speed at which those matters are resolved.

The ET Debtors paid $437,002 to the Plan Administrator for its
services during the Reporting Period:

        Debtor                         Amount Paid
        ------                         -----------
        ET Gas                            $196,651
        ET Holdings                         24,035
        ET Power                           216,316

The ET Debtors made total payments of $1,200 to Charles Goldstein,
member of the Board of Directors, as of the conclusion of the
Reporting Period.

In addition, the ET Debtors paid $3,018,075 in total fees to these
professionals during the Reporting Period:

        Professional                                Fees
        ------------                                ----
        Bishop, Daneman & Simpson, LLC            $3,832
        C. Kevin Renner                           31,016
        CRA International, Inc.                  234,680
        Dylewski & Associates                      3,500
        Econ One Research, Inc.                  500,070
        Ernst & Young                              2,505
        FTI Consulting, Inc.                      66,417
        Gibbs & Bruns, L.L.P.                    997,412
        Gregory B. Kelly                          18,250
        Hosie Frost Large & McArthur              21,039
        Kevin Chandler                            51,699
        Morrison Foerster                         99,335
        National Energy & Gas Transmission, Inc.   6,885
        Niskayuna Power Consultants, LLC           2,185
        Parker Poe Adams & Bernstein LLP           2,817
        Pinnacle Law Group, LLP                      277
        Pterra, LLC                                1,965
        Resolutions, LLC                          66,000
        Richard Bethman                           12,038
        Robert Barron                            102,258
        Roy J. Shanker, Ph.D.                     19,700
        Seltzer Caplan McMahon Vitek                 158
        Sidley Austin Brown & Wood, LLP          234,924
        Sutherland, Asbill & Brennan, LLP        262,238
        Whiteford, Taylor & Preston LLP           89,596
        Willkie Farr & Gallagher, LLP            187,280

The ET Debtors disclose each debtor's contribution to the
professional fees:

        Debtor                         Amount Paid
        ------                         -----------
        Energy Services Ventures            $4,109
        ET Gas                             414,889
        ET Holdings                         50,281
        ET International                     2,505
        ET Power                         2,546,292

The ET Debtors did not pay any amounts for the ET Committee
professionals' fees during the Reporting Period.

The ET Debtors also paid $17,661,967 for other post-effective date
expenses:

        Debtor                         Amount Paid
        ------                         -----------
        ESV                                   $250
        ET Gas                               8,744
        ET Holdings                          2,225
        ET Investments                         250
        ET Power                        17,650,498

The ET Debtors resolved 14 disputed claims totaling $38,528,423.
About 44 disputed claims totaling $804,423,450 remain unresolved.

The ET Debtors report that they made no distributions for
administrative claims, priority claims and secured claims during
the Reporting Period.

The Plan Administrator maintains a $2,875,244,520 total reserve
amount on account of administrative, priority, secured and
unsecured claims as of the conclusion of the Reporting Period.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NORTEL NETWORKS: S&P Holds B- Corp. Credit Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Nortel Networks
Limited, including its 'B-' long-term corporate credit rating,
remained on CreditWatch with negative implications, where they
were placed March 10, 2006.

On April 28, 2006, NNL's parent, Nortel Networks Corporation (NNC;
collectively Nortel), filed its 2005 annual financial statements,
which reflected the restatement of 2003, 2004, and the first nine
months of 2005.  NNL's filings were completed on May 1, 2006.  NNL
and NNC expect to file their respective first-quarter 2006
financial statements, which are due on May 10, 2006, during the
week of June 5, 2006, and at which point NNL and NNC again will
not be in compliance with various regulatory filing requirements.
This will result in a further breach of covenants under:

   * the company's recently completed US$1.3 billion credit
     facility;

   * the EDC support facility; and

   * public indentures.

"Although Nortel's financial reporting issues continue to
beleaguer it, we believe Nortel should be able to obtain all
necessary waivers and manage through this period," said Standard &
Poor's credit analyst Joe Morin.  "Inability to do so, however,
could lead to a series of events that would potentially severely
strain Nortel's liquidity," Mr. Morin added.

Should Nortel complete its first-quarter 2006 filings as expected,
and there are no further negative consequences arising from this
matter, Standard & Poor's will likely affirm the 'B-' rating and
assign a positive outlook.


NORTHWEST AIRLINES: Has Until June 1 to File Financial Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until June 1, 2006, Northwest Airlines Corp. and its
debtor-affiliates' deadline to file statements of financial
affairs.

The Debtors have already filed their statements of assets &
liabilities on May 1, 2006.

Mr. Petrick relates that the Debtors and Huron Consulting Group
Inc. are continuing to review the data collected from various
sources and reconcile discrepancies between the data and the
Debtors' books and records, resolve certain inconsistencies, and
identify errors and omissions in connection with the preparation
of the Statements.

To ensure the accuracy of the Statements and considering the
amount of work entailed in completing the project as well as the
size and complexity of their cases and the competing demands upon
their employees, the Debtors said they weren't able to
satisfactorily prepare the Statements by the May 1, 2006,
deadline.

Mr. Petrick explains that the Debtors have devoted significant
time and resources to a number of important matters relating to
their Chapter 11 cases in the last several months.  While each of
these matters is important, they compete for the Debtors'
attention and have reduced the resources available for the
preparation of the Schedules and Statements.

Among other things, the Debtors have been required to devote
substantial resources to the Section 1113 hearings, the
continuing labor negotiations and the completion of the
Schedules.  These projects have consumed significant manpower at
all levels of their organization.

Cognizant of their obligations, the Debtors have been working
diligently towards producing Schedules and Statements that are as
complete and accurate as is reasonably possible.  Mr. Petrick
tells Judge Gropper that it would not be in the best interests of
the Debtors' estates or creditors for the Debtors to file
deficient Statements, which would then require them to devote
significant resources to revising and amending them as potential
errors or omissions are discovered.

                      About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


O'SULLIVAN INDUSTRIES: Looks for New Independent Accountant
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, O'Sullivan Industries, Inc., discloses that it has
commenced the process of selecting an independent registered
public accounting firm.

PricewaterhouseCoopers LLP decline to stand for reappointment as
the Company's independent registered public accounting firm for
fiscal year ending June 30, 2006.  The Company accepted PwC's
decision.

According to Rick Walters, O'Sullivan Holdings' chief executive
officer, PwC's engagement as the Company's independent registered
public accounting firm will end on the completion of its
procedures on:

   * O'Sullivan Industries' quarterly financial statements as of:

     -- September 30, 2005, and for the quarter then ended; and
     -- December 31, 2005, and for the quarter and six months
        then ended; and

   * the quarterly reports on Form 10-Q for the quarters ended
     September 30, 2005 and December 31, 2005.

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)


ON SEMICONDUCTOR: Earns $40.4 Million During Fiscal First Quarter
-----------------------------------------------------------------
ON Semiconductor Corporation generated $334 million of total
revenues for the first quarter of 2006, a 2% decrease from the
fourth quarter of 2005.

During the first quarter of 2006, the company reported net income
of $40.4 million.  First quarter 2006 results include
approximately $1.9 million associated with stock based
compensation expense due to the Company's adoption of FAS 123(R)
Share Based Payment and included a $2.3 million investment gain
shown in other income.  During the fourth quarter of 2005, the
company reported net income of $43.8 million.

EBITDA for the first quarter of 2006 was $76.9 million compared to
EBITDA for the fourth quarter of 2005 of $76.8 million that
included an $800,000 in restructuring, asset impairments and other
benefit.  A reconciliation of this non-GAAP financial measure to
the company's net income and net cash provided by operating
activities prepared in accordance with U.S. GAAP is set out in the
attached schedule.

"Our revenue, while down sequentially in the first quarter of 2006
due to seasonality in our consumer related end-markets, grew by
over 10% compared to the first quarter of 2005 and gross margins
grew by 340 basis points."  said Keith Jackson, ON Semiconductor
president and CEO.  "As we enter the second quarter of 2006, we
continue to focus our team on supporting strong customer demand
and developing and winning power solution designs in key consumer
platforms.  We anticipate completing the purchase of LSI Logic's
Gresham, Ore. wafer fabrication facility in May as stated in our
April 6 press release and believe the Gresham facility is another
step in our efforts to provide our customers with state-of-the-art
high performance analog and digital power solutions.  In April,
the Company successfully raised approximately $75 million, net of
expenses through a common stock offering of approximately 11
million shares to pay a portion of the purchase price of the
Gresham facility."

                      Second Quarter Outlook

"Not including any increased revenue associated with completing
the purchase of the Gresham facility and based upon booking
trends, backlog levels and estimated turns levels, we anticipate
that total revenues will be approximately $350 to $355 million in
the second quarter of 2006," Jackson said.  "Backlog levels at the
beginning of the second quarter were up from backlog levels at the
beginning of the first quarter of 2006, and represented well over
90 percent of our anticipated second quarter 2006 revenues.  We
expect that average selling prices for the second quarter of 2006
will be flat to slightly up sequentially.  We also expect that
gross margins will continue to grow by between 50 to 100 basis
points sequentially in the second quarter of 2006.  Beginning in
the first quarter of 2006, we were required to expense stock based
compensation.  This is in accordance with the Statement of
Financial Accounting Standards No. 123(R) Share Based Payment.  We
currently expect this expense to be approximately $2.5 million in
the second quarter of 2006."

ON Semiconductor Corp. (Nasdaq: ONNN) -- http://www.onsemi.com/--  
supplies power solutions to engineers, purchasing professionals,
distributors and contract manufacturers in the computer, cell
phone, portable devices, automotive and industrial markets.

At Dec. 31, 2005, the Company's equity deficit narrowed to
$300.3 million from a $537 million deficit at Dec. 31, 2004.


OWENS CORNING: Supreme Court Denies Substantive Consolidation
-------------------------------------------------------------
The United States Supreme Court upheld a lower court decision
denying substantive consolidation of Owens Corning and its debtor-
affiliates' bankruptcy estates on May 1, 2006.

The High Court denied petitions for writs of certiorari filed by
the official representatives of the bondholders and trade
creditors of the Debtors, and James J. McMonagle, the Legal
Representative for Future Asbestos Claimants.

The justices did not explain their reason in rejecting the
appeals.

As previously reported, the U.S. Court of Appeals for the Third
Circuit on Aug. 15, 2005, reversed District Court Judge Fullam's
order granting the Debtors' request for substantive consolidation
as part of their original plan.

Holders of Owens Corning's prepetition bank debt led by Credit
Suisse took the position that the Company's estate should not be
substantively consolidated.  They argued that certain prepetition
loan guarantees provided to them by subsidiaries of Owens Corning
should entitle them to a preferred recovery over all other
unsecured creditors to the extent of the value in those
subsidiaries.

The Bondholder Representatives and the Futures Representative took
an appeal from the Third Circuit order in December 2005.
According to Bloomberg News, the Representatives argued that
consolidation would produce more equitable distribution and a more
streamlined process for resolving competing claims.

Owens Corning filed a fifth amended plan of reorganization in
December to reflect the Third Circuit ruling.  The Fifth Plan
contemplates an entity-by-entity analysis of the assets and
liabilities of the Company and its Debtor-subsidiaries and then a
determination of each creditor's recovery based on those facts.

As a result, the Fifth Amended Plan contemplates that the bank
creditors will receive full principal and compounded interest on
their claims, and they will receive a significantly greater
recovery than they would have received under the Fourth Amended
Plan.  The asbestos claimants and bondholder/trade creditors will
then generally share equally and ratably under the Plan.

Notwithstanding, because the value of the Company has grown over
the past few years, Owens Corning said in a regulatory filing with
the Securities and Exchange Commission that all creditors should
receive a higher percentage recovery under the Plan than they
would have received under the Fourth Amended Plan.

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.


PARKER DRILLING: Moody's Outlook on Low-B Ratings is Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Parker Drilling Company's
ratings and changed the rating outlook to stable from negative.
The outlook change reflects:

   (1) the company's progress in reducing financial leverage
       through asset sales and cash flow, which enhances its
       ability to withstand the inherent cyclicality of the
       contract drilling industry,

   (2) its improved profitability and returns,

   (3) the potential for improvement in the company's financial
       results over the near- to medium-term based on strong
       industry fundamentals and Parker's strong niche market
       position in drilling in deep and difficult formations, and

   (4) its willingness to issue equity to fund growth.

Parker's B2 corporate family rating incorporates sufficient
flexibility to accommodate management's continued opportunistic
growth strategies.  The company's ratings or outlook could improve
through a more diversified earnings base that decreases political
risk exposure or the ability to maintain conservative operating
and financial policies, as recently demonstrated by the company's
equity issuance to partly fund its newbuild program.  However,
materially increased leverage as a result of a legal or tax
claims, a leveraging acquisition, or significant delays or cost
overruns in the company's newbuild program could pressure the
ratings.

Parker's ratings are supported by its geographic diversification,
the modest cash flow diversification provided from its relatively
higher margin and more stable rental tools business, and the
company's long operating history and strong niche market position
in drilling in deep and difficult formations.

The company's ratings are restrained by the inherent cyclicality
in the contract drilling industry, its relatively small scale
compared to its higher rated peers, material concentrations of
business with a handful of major customers operating in very
challenging political and fiscal regime environments, and its
aggressive capital expenditure program.

Moody's affirmed the following Parker ratings with a stable
outlook:

    i) B2 -- Corporate Family Rating

   ii) B2 -- senior unsecured notes due 2010 and 2013

  iii) B1 -- senior secured bank credit facility

Parker Drilling Company is headquartered in Houston, Texas.


PERFORMANCE TRANSPORTATION: Damon To Serve as Committee Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy for the Western District of New York
authorized The Official Committee of Unsecured Creditors of
Performance Transportation Services, Inc., and its debtor-
affiliates to retain Damon & Morey LLP as its co-counsel,
effective Feb. 8, 2006.

As reported in the Troubled Company Reporter on March 10, 2006,
the Creditors' Committee intends to divide legal work between its
lead counsel, Winston & Strawn LLP, and Damon & Morey.

Damon & Morey professionals that will primarily represent the
Committee and their hourly rates are:

      Professional          Position           Hourly Rate
      ------------          --------           -----------
      William F. Savino     Partner                $285
      Daniel F. Brown       Partner                $285
      Beth Ann Bivona       Partner                $245
      Thomas L. Kennedy     Associate              $155
      Melissa A. Brennan    Para-professional       $95

The firm may also assign additional attorneys or para-
professionals whose current hourly rates are:

      Professional                             Hourly Rate
      ------------                             -----------
      Senior Partners                              $285
      Junior Partners                              $245
      Special Counsel                              $265
      Senior Associates                            $195
      Junior Associates                            $155
      Para-professionals                            $95

                 About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PETER KOHM: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Peter C. Kohm
        13045 Freemanville Road
        Alpharetta, Georgia 30004

Bankruptcy Case No.: 06-64867

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: George M. Geeslin, Esq.
                  3355 Lenox Road, Suite 875
                  Atlanta, Georgia 30326-1357
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citimortgage                     Real Estate           $575,000
P.O. Box 9450
Gaithersburg, MD 20898

Regions Bank                     Real Estate           $360,000
P.O. Box 681
Birmingham, AL 35201

Chase                            Credit Card            $10,000
P.O. Box 15153
Wilmington, DE 19886

MBNA                             Credit Card            $14,500

Neimans                          Credit Card             $1,200


PHRONESIS FULFILLMENT: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Phronesis Fulfillment Services Inc.
        41840 Davenport Way #B
        Murrieta, California 92562

Bankruptcy Case No.: 06-10975

Chapter 11 Petition Date: May 2, 2006

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, #320
                  Newport Beach, California 92660
                  Tel: (949) 467-3780

Total Assets: $1,243,000

Total Debts:    $837,192

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Davelle Enterprises, Inc.        Loan                   $50,000
2710 Thomas Avenue, Suite 608
Cheyenne, WY 82001

Royal Imaging International      Trade - Debt           $30,192
8936 Comanche Avenue
Chatsworth, CA 91311


POSITRON CORPORATION: Ham Langston Raises Going Concern Doubt
-------------------------------------------------------------
Ham, Langston & Brezina, L.L.P., in Houston, Texas, raised
substantial doubt about Positron Corporation's ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses and low inventory turnover.

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

The company reported a $3,806,000 net loss on $762,000 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $905,000 in
total assets and $3,813,000 in total liabilities, resulting in a
$2,908,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $498,000 in total current assets available to pay $2,597,000
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?86c

Positron Corporation designs, manufactures, and markets advanced
medical imaging devices utilizing positron emission tomography
technology under the trade name POSICAM(TM) systems.  POSICAM(TM)
systems incorporate patented and proprietary technology for the
diagnosis and treatment of patients in the areas of oncology,
cardiology and neurology.  POSICAM(TM) systems are in use at
leading medical facilities, including the Cleveland Clinic
Foundation, Yale University/Veterans Administration, Hermann
Hospital, McAllen PET Imaging Center, Hadassah Hebrew University
Hospital in Jerusalem, Israel, The Coronary Disease Reversal
Center in Buffalo, New York, Emory Crawford Long Hospital Carlyle
Fraser Heart Center in Atlanta, and Nishidai Clinic (Diagnostic
Imaging Center) in Tokyo.


R.E. FOSAL: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: R.E. Fosal, Inc.
        1721 Mulberry Lake Drive
        Dacula, Georgia 30019
        Tel: (678) 546-0228

Bankruptcy Case No.: 06-65016

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Diana McDonald, Esq.
                  Law Offices of Diana McDonald, LLC
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, Georgia 30097
                  Tel: (678) 542-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BellSouth                                                $1,045
P.O. Box 105503
Atlanta, GA 30348-5503

Hamilton Mill Community Assoc.   Trade Debt                $759
c/o ShaBen & Associates, Inc.
1669 Hamilton Mill Parkway
Dacula, GA 30019

Community Management             Trade Debt                $450
Associates, Inc.
1465 Northside Drive Southwest
Suite 128
Atlanta, GA 30318

Prince-Parker and                Trade Debt                 $68
Associates, Inc.


RALPH ALLEN: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ralph L. Allen
        1397 State Route 13 Southeast
        Crooksville, Ohio 43731

Bankruptcy Case No.: 06-51825

Chapter 11 Petition Date: April 24, 2006

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: G. Thomas Kisor, Esq.
                  Kisor & Winkler LLC
                  555 City Park Avenue
                  Columbus, Ohio 43215
                  Tel: (614) 559-3841
                  Fax: (614) 559-3846

Total Assets: $391,740

Total Debts:  $1,164,927

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
State of Ohio                 Ohio EPA Judgment         $389,000
Env. Enfor. Section
30 East Broad Street
25th Floor
Columbus, OH 432153400

State of Ohio                 All the Debtor's          $389,000
Env. Enfor. Section           Real Property
30 East Broad Street          Value of Security:
25th Floor                    $389,940
Columbus, OH 432153400


Ohio Machinery Company        CJ Recorded in 1991        $24,988
3993 East Royalton Road       (Lapsed in 1996)
Broadview Heights,OH 44147


REFCO INC: Five Shareholders Want Equity Committee Appointed
------------------------------------------------------------
Certain shareholders of Refco, Inc., ask the U.S. Bankruptcy Court
for the Southern District of New York to direct the U.S. Trustee
for Region 2 to appoint a committee of equity security holders to
represent Refco's non-affiliated common stock holders.

The shareholders are:

    * JMB Capital Partners, LP,
    * Lonestar Capital Management, LLC,
    * Mason Capital Management,
    * Smith Management LLC, and
    * Triage Management LLC.

Collectively, these five shareholders hold 8,100,217, or 26.56%,
of the non-affiliated common shares of Refco Inc.

                     Equity is "in the Money"

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
tells Judge Drain that Refco's unique structure and assets make it
certain that Equity Security Holders should receive a dividend in
these cases.  The valuable causes of action held by Refco against
its officers, directors, advisors, and others put Equity Security
Holders "in the money" because Refco itself has no significant
debt.

In addition, an upstream liquidating dividend may flow to Equity
Security Holders from some of Refco's solvent subsidiaries,
depending on (i) the ultimate value of the subsidiaries' assets,
and (ii) the resolution of disputed intercompany claims.

The shareholders have commissioned Alvarez & Marsal to analyze the
issues impacting the non-insider equity holders of Refco Inc.
Alvarez & Marsal's preliminary analysis in February 2006
demonstrates that there is significant recovery to non-insider
equity depending on the outcome of these key issues:

    -- A determination of what happened to $2.6 billion of assets
       that Refco Group Ltd. reported at May 31, 2005.

    -- A forensic review and determination of the accounting
       entries related to the intercompany accounts and the
       underlying intent of those transactions.

    -- The recovery of transfers made to insiders during the two
       years prior to and after the Refco Inc. IPO:

       * The Bennett group received transfers with value of
         approximately $2 billion; and

       * Thomas H. Lee Partners received value in excess of
         $293,000,000.

    -- Direct actions by the Refco parent against wrongdoers.

Alvarez & Marsal also found out that that the schedules of assets
and liabilities filed with the Bankruptcy Court are riddled with
errors.  Intercompany receivables from one entity should match the
intercompany payables within the other entity.  However, 12 of the
24 entities contain discrepancies with an absolute value in excess
of approximately $250,000,000.

Alvarez & Marsal determined that if the investment in and advances
to subsidiaries by Refco Group Ltd. as recorded in the May 2005
Condensed and Consolidating Balance Sheet (offering memorandum)
were included and all other intercompany assets are eliminated,
about $1,007,300,000 may be available to upstream to Refco Inc.

If the investments and advances are excluded and the intercompany
accounts are eliminated, about 20,000,000 may be available to
upstream to Refco Inc.

These two scenarios do not include recovery values to Refco Inc.
for:

    (i) distributions or interests from non-filed subsidiaries,

   (ii) distributions or interests from solvent debtors, and

  (iii) causes of action.

According to Alvarez & Marsal, the recovery from these matters
enhances the equity value available to Refco Inc.

A full-text copy of Alvarez & Marsal's analysis is available at no
charge at http://bankrupt.com/misc/Refco_A&MAnalysis.pdf

Even if Refco were currently insolvent, Mr. Silverstein maintains,
then Refco would have actions to recover, as fraudulent transfers,
the hundreds of millions of dollars in equity distributions were
made by Refco and its second tier subsidiary in the last several
years.  This includes an $82,000,000 special dividend paid to
insider shareholders from the proceeds of the initial public
offering in August 2005.  According to Mr. Silverstein, the
transfers could be per se recoverable as fraudulent transfers if
these entities were, in fact, insolvent.

Payables could be satisfied through causes of action belonging to
Refco Group, including the $1.3 billion claim the Official
Committee of Unsecured Creditors recently asserted against BAWAG
P.S.K Bank.

The shareholders have prepared a draft complaint on behalf of the
proposed Equity Committee against certain officers and directors,
including former CEO, Phillip R. Bennett, as well as Grant
Thornton LLP, Refco's outside auditor, and THL.

The complaint set forth causes of action belonging specifically to
Refco Inc. and New Refco Group Ltd, LLC.  The complaint seeks more
than $3 billion in damages on behalf of the Refco and New Refco
estates, and alleges colorable claims that would support a
substantial Refco recovery.

A full-text copy of the draft complaint is available at no charge
at http://bankrupt.com/misc/Refcoequitycomplaint.pdf

"If Equity Security Holders do not have an official seat at the
table, their interests will be sacrificed for those who do
resulting in an unfair and inequitable outcome of these cases,"
Mr. Silverstein says.

                           Fait Accompli

The shareholders approached the U.S. Trustee in February to seek
appointment of an equity committee.  In turn, the U.S. Trustee
solicited the views of the Debtors, the Creditors Committee and,
the agent for the secured lenders, Bank of America.

Notably absent from their responses was any contention that the
Refco parent appeared "hopeless insolvent," Mr. Silverstein says.
Instead, the Debtors and BofA argued that it was too early to
appoint an equity committee, and that other constituents would
adequately represent equity.  The Creditors Committee maintained
that "too little is currently known" and that it "appears
premature" to conclude that equity is "in the money."

The U.S. Trustee decided to defer her decision until the Court-
appointed examiner commences and completes his investigation of
certain causes of action.

However, delaying appointment is likely to effect a fait accompli,
Mr. Silverstein argues.  Significantly, he points out, the
Examiner has not been authorized by the Court to address crucial
issues for equity, like intercompany claims, and, even more
importantly, given the resistance of the Debtors and creditors'
committees to his appointment, will be unlikely to negotiate a
work plan or budget under which he would investigate parent-
specific causes of action in particular.

Mr. Silverstein also notes that other parties, like the creditors'
committee, have been able to bring causes of action against
various parties on behalf of lower level subsidiaries, even though
the Examiner has not even begun his investigation.

"By the time the Examiner completes his investigation -- which
does not include addressing intercompany claims and will probably
not include the parent-specific causes of action -- a plan will
have been negotiated.  At that point, it might well be too late to
appoint an equity committee."

            Other Parties Can't Represent Equity Group

Other parties do not adequately represent Equity Security Holders,
Mr. Silverstein contends.  The Debtors' management cannot
adequately represent Equity Security Holders given the complexity
of the case coupled with their primary duty to creditors.  Major
creditors selected the Debtors' current CEO.

The Creditors Committee also does not adequately represent Equity
Security Holders because the interests of creditors are not
aligned with those of equity security holders.  The Creditors
Committee will have every incentive to resolve intercompany
disputes to maximize recovery to creditors, sacrificing the
interests of parent Equity Security Holders to achieve this
result.

Mr. Silverstein also tells Judge Drain that the shareholders
cannot adequately represent Equity Security Holders on an ad hoc
basis.  Without official status, the shareholders might be
restricted from receiving confidential estate information or
formally participating in plan negotiations.  In addition, without
an official designation, the shareholders would not owe fiduciary
duties to Equity Security Holders as a whole, and would thus be
unlikely to receive Court authorization to pursue parent level
causes of action on behalf of Equity Security Holders.

                          About Refco Inc.

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

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

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



RIVERSTONE NETWORKS: Plans to Liquidates Under Chapter 11
---------------------------------------------------------
RNI Wind Down Corporation, formerly Riverstone Networks, reported
plans regarding its Chapter 11 petition now pending in the U.S.
Bankruptcy Court fro the District of Delaware.

The company stated its intent to proceed as quickly as possible to
filing a plan of liquidation.  Subject to receiving input and
agreement from the official committees of creditors and equity
holders and the U.S. Trustee, the company anticipates being able
to file the plan and accompanying disclosure statement as early as
mid-May.  A court hearing to approve distribution of the
disclosure statement and proposed plan would occur some time in
June 2006.

"RNI Wind Down looks forward to working in a cooperative manner
with the creditors and equity holders' committees," Interim
President Noah D. Mesel said.  "We share their desire to reach
agreement promptly on all unresolved details, and to deliver the
funds now being held in the company's accounts to creditors and
stockholders as quickly as possible."

The details of the plan remain under review by the company's board
of directors as well as the official committees.  Upon approval of
the plan, creditors -- including holders of convertible
subordinated notes previously issued by Riverstone and currently
outstanding, as well as all other valid, due and owing claims
allowed by the court -- will be paid in full.

                    About Riverstone Networks

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.  Going
forward, the company will operate as RNI Wind Down Corporation --
http://www.rniwd.com/ RNI Wind Down will be led by Noah D. Mesel
and Michael Overby, who will oversee a small staff that will
remain to wind up the company's U.S. and international corporate
affairs.

     Contact:
     Noah Mesel, Interim President
     Michael Overby, Interim CFO
     408-878-6500


SAXON ASSET: Moody's Reviews Three Sub. Certificate for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three subordinate certificates from three transactions
issued by Saxon Asset Securities Trust in 2001.  These
certificates are secured by fixed-rate and adjustable-rate
subprime home equity loans. Saxon Mortgage Services, Inc. is the
servicer on the transaction.

The certificates are being placed on review for possible downgrade
based on the weaker than anticipated performance of the mortgage
pools and the resulting erosion of credit support.

In the 2001-1 transaction, the overcollateralization has been
fully depleted and the BF-1 tranche is currently realizing losses.
In the 2001-2 and 2001-3 transactions, pipeline losses could cause
eventual depletion of the overcollateralization and possible
losses on the most subordinate tranches.  Furthermore, existing
credit enhancement levels may be low given the current projected
losses on the underlying pools.

The complete rating actions:

   -- Issuer Saxon Asset Securities Trust

Under Review for Possible Downgrade:

   * Series 2001-1; Class MF-2, current rating Ba2,
     under review for possible downgrade
   * Series 2001-2; Class B-1, current rating Ba2,
     under review for possible downgrade
   * Series 2001-3; Class B, current rating Ba1,
     under review for possible downgrade


SCHLOTZSKY'S INC: Joint Plan of Liquidation Now Effective
---------------------------------------------------------
Schlotzsky's, Inc., nka SI Restructuring, Inc., and its debtor-
affiliates emerged from bankruptcy protection on April 21, 2006.
The Debtors' Joint Plan of Liquidation is now effective.

Holders of administrative expense claims have until June 5, 2006,
to file their proofs of claim or be forever barred from asserting
their interests.

                         Liquidating Plan

The Debtors' Plan provides for the orderly liquidation of their
remaining properties after the sale of the bulk of their assets to
Bobby Cox Companies.  Bobby Cox purchased substantially all of the
Debtors' assets for $28.5 million in December 2004.  The Debtors'
chief remaining assets include litigation claims and a parcel of
undeveloped real property.

Virtually all of the proceeds from the Bobby Cox sale were used to
pay secured creditors with liens on the assets sold.  As a result,
the claims of these creditors have been fully paid:

     -- Commerce National Bank;
     -- NS Associates I, LLP;
     -- Franklin Bank;
     -- ABC Bank;
     -- F and M Bank;
     -- First Volunteer Bank of Tennessee;
     -- Regions Bank; CIT; and
     -- GE Capital.

                  Treatment of Remaining Claims

The Debtors dispute all remaining secured claims filed against
their consolidated estates, including Jeffrey and John Wooley's
$3 million claim.  The Debtors will reserve funds for probable
distribution to the Wooleys pending the final allowance or
disallowance of their claims.

Pursuant to the Plan, the Debtors may opt to either:

     a) leave unaltered the legal, equitable, and contractual
        rights of the holder of any allowed secured claim;

     b) pay the allowed secured claim in full;

     c) deliver to secured claimholders the property securing
        their claims; or

     d) pay the secured claim holders according to an agreed
        settlement.

Unsecured creditors will receive a pro rata share of the Debtors'
remaining available cash after allowed administrative and priority
claims are paid in full and the Distribution Reserve is fully
funded.

All equity interests in the Debtors will be cancelled on the
effective date of the Plan.

A Plan Administrator will oversee the liquidation of the Debtors'
remaining assets as well as pursue causes of action and make
distributions to holders of allowed claims.

Headquartered in Austin, Texas, Schlotzsky's, Inc., nka SI
Restructuring, Inc. -- http://www.schlotzskys.com/-- was a
franchisor and operator of restaurants.  The Debtors filed for
chapter 11 protection on August 3, 2004 (Bankr. W.D. Tex. Case No.
04-54504).  Amy Michelle Walters, Esq., and Eric Terry, Esq., at
Haynes & Boone, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $111,692,000 in total assets and
$71,312,000 in total debts.  On Dec. 8, 2004, the Court approved
the sale of substantially all of the Debtors' assets to the Bobby
Cox Companies for $28 million.


SCOTT MEYROWITZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Scott Bradley Meyrowitz
        1409 South Lamar, Suite 806
        Dallas, Texas 75215

Bankruptcy Case No.: 06-31660

Chapter 11 Petition Date: April 25, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Karen Lynn Kellett, Esq.
                  Kellett Law Firm
                  900 Jackson Street, Suite 120
                  Dallas, Texas 75202
                  Tel: (214) 292-3660
                  Fax: (214) 744-3661

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
   ------                     ---------------       ------------
William Noble Rare Jewels     Judgment                  $303,215
100 Highland Park Village
Suite 370
Dallas, TX 75205

Cherna Silvert                Judgment                  $250,000
145 Natma Street
San Francisco, CA 94105

Schellas Hydman               Judgment                  $120,000
2801 Roseville Avenue
Dallas, TX 75205

West Asset Management         Collecting for             $61,232
                              Bank of America

Darlene Cass                  Jewelry                    $57,563

Pampillonia & Son             Jewelry                    $55,000

TMS Skyline Exhibits, Inc.    Notice Only                $32,809

Kevin Health                  Loan                       $30,000

Joe Gutekunst                 Loan                       $30,000

Zenith Acquisition Corp.      Collecting for             $23,247
                              Providian

NCO003-NCO Portfolio          Credit Card                $23,247

Asset Acceptance LLC          Collecting for             $20,884
                              Bank One

Ozark Capital Corporation     Collecting for             $13,922
                              Ozark Capital

VC Global X                   Credit Card                $11,025

Dr. Robert Kramer             Loan                       $10,000

Szabo Associates, Inc.        Notice Only                 $9,367

Enhanced Recovery Corp.       Collecting for              $6,268
                              Bank of America

Mikre, Inc.                   Notice Only                 $5,000

Arrow Financial Service       Collecting for              $3,485
                              HSBC Bank of Nevada NA

Hilco Receivable LLC          Notice Only                     $0


SHERMAN CARLSMITH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sherman Wood Carlsmith
        P.O. Box 3229
        Kailua-Kona, Hawaii 96745

Bankruptcy Case No.: 06-00256

Chapter 11 Petition Date: May 1, 2006

Court: District of Hawaii (Honolulu)

Debtor's Counsel: Ted N. Pettit, Esq.
                  Case Lombardi & Pettit
                  737 Bishop Street, Suite 2600
                  Honolulu, Hawaii 96813
                  Tel: (808) 547-5400
                  Fax: (808) 523-1888

Estimated Assets: $1 Million to $1 Million

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Ambernatte, Leilani & Franklin          $75,000
75-5870 Waialua Road #101
Kailua-Kona, HI 95740

Child Support Division                  $31,200
601 Kamokila Boulevard, Suite 251
Kapolei, HI 96707-2021

Shimasaki, Curtis                       $25,000
P.O. Box 3229
Kailua-Kona, HI 76745

Pierce, Nathan                          $15,000

Cowan, Stuart                           $14,538

Medcah, Inc.                             $6,616

Mid America Credit Mgmt.                 $5,835

Gallup Jr., Wallace H.                   $2,487

Triantos, Robert                         $2,479

Sentry Credit, Inc.                      $2,396

Allied Interstate                        $1,547

FMS, Inc.                                $1,477

Palisades Collection                     $1,071

Financial Assistance, Inc.                 $993

Brown M.D., Carol A.                       $312

Impact Professional Services               $309

NCO Financial Systems, Inc.                $251

HPM                                        $163

South Hilo District Court                  $140

TRS Recovery Services                      $110


STRUCTURED ASSET: Fitch Rates $7.2 Million Class B-2 Cert. at BB+
-----------------------------------------------------------------
Fitch rated Structured Asset Securities Corporation mortgage pass-
through certificates, series 2006-AM1, as:

   -- $554.8 million classes A-1, A-2, A-3, A-4, A-5 'AAA'
   -- $29.3 million class M-1 'AA+'
   -- $26 million class M-2 'AA'
   -- $15.5 million class M-3 'AA-'
   -- $13.7 million class M-4 'A+'
   -- $12.6 million class M-5 'A'
   -- $11.9 million class M-6 'A-'
   -- $11.2 million class M-7 'BBB+'
   -- $17.3 million classes M-8 and M-9 'BBB'
   -- $7.6 million privately offered class B-1 'BBB-'
   -- $7.2 million privately offered class B-2 'BB+'

The 'AAA' rating on the class A-1, A-2, A-3, A-4, and A-5
certificates reflects:

   * the 23.20% total credit enhancement provided by the 4.05%
     class M-1;

   * the 3.60% class M-2;

   * the 2.15% class M-3;

   * the 1.90% class M-4;

   * the 1.75% class M-5;

   * the 1.65% class M-6;

   * the 1.55% class M-7;

   * the 1.30% class M-8;

   * the 1.10% class M9;

   * the 1.05% privately offered class B-1;

   * the 1.00% privately offered class B-2; and

   * the 2.10% overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect:

   * the quality of the loans;

   * the soundness of the legal and financial structures; and

   * the capabilities of Aurora Loan Services LLC as master
     servicer.

U.S Bank National, rated 'AA' by Fitch, will act as trustee.

As of the cut-off date, April 1, 2006, the trust fund will consist
of a pool of conventional, first and second lien, adjustable and
fixed-rate, fully amortizing and balloon, residential mortgage
loans with a total principal balance as of the cut-off date of
approximately $722,428,864.  The weighted average loan rate is
approximately 8.032%.  The weighted average remaining term to
maturity is 349 months.  The average principal balance of the
loans is approximately $166,381.  The weighted average original
combined loan-to-value ratio is 77.21%.  The properties are
primarily located in Florida (26.48%) and California (20.49%).
All other states represent less than 10% of the cut-off date
balance.

Aames Capital Corporation originated all of the mortgage loans to
be included in the trust fund.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


STRUCTURED ASSET: Moody's Reviews 2 Certs. For Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two certificates from one transaction, issued by
Structured Asset Mortgage Investments Trust in 2001.  The
transaction is backed by first lien fixed-rate mortgage loans.
EMC Mortgage Corporation services the loans.

The subordinate certificates have been placed on review for
possible downgrade based on the weaker than anticipated
performance of the mortgage collateral and the resulting erosion
of credit support.  The non-rated B-4 tranche is currently
realizing losses and the B-3 tranche may experience write-downs in
the near future.  Furthermore, existing credit enhancement levels
may be low given the current projected losses on the underlying
pools.

Moody's complete rating actions:

   -- Issuer: Structured Asset Mortgage Investments Trust

Review for Possible Downgrade:

   * Series 2001-4; Class B-2, current rating A2, under review for
     possible downgrade

   * Series 2001-4; Class B-3, current rating Ba3, under review
     for possible downgrade


TENNEOC INC: Moody's Holds Rating on Corporate Family at B1
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family, B2
second-lien, and B3 subordinated ratings of Tenneco Inc.  Moody's
also raised the rating of the company's guaranteed first-lien
senior secured credit facilities to Ba3 from B1.  The Outlook is
changed to Stable from Positive.

The rating affirmation and the change in outlook to Stable from
Positive reflect Moody's view that Tenneco's key credit metrics
are unlikely to reach levels that strongly support a higher rating
during the intermediate term.  Leverage measures remain high, with
debt to EBITDA of 4.3x, and EBIT to interest is low at 1.5x.

Factors which could limit the degree of improvement in these
measures:

    -- the possibility that growth in revenues could slow during
       2006;

    -- the potential for disruptions to Ford and GM operations due
       to the bankruptcies of key suppliers and the need to
       renegotiate the UAW contract in 2007; and

    -- the non-call provisions that limit the company's ability to
       reduce high coupon debt during the intermediate term.

Notwithstanding these challenges Moody's believes that Tenneco
performed well relative to other automotive suppliers in a highly
difficult operating environment.  As a result of successful
efforts to diversify its customer base beyond Ford and GM, expand
its international business, and contain costs, Tenneco has been
able to show moderate improvement in margins, leverage and fixed
charge coverage.

Although this improvement was not sufficient to support a higher
Corporate Family Rating, Moody's believes that it does reflect an
improvement in the company's relative business position, its
enterprise value, and the value of its assets.  These positive
operating and competitive factors should contribute to a higher
degree of asset coverage for the company's first-lien senior
secured credit facility.

The upgrade of the credit facility to Ba3 from B1 reflects this
improvement in asset coverage and expected loss.  The funded
amount under the first-lien senior secured credit facility was
$368 million at March 31, 2006.

These borrowings are secured by a first priority interest in
substantially all assets of Tenneco and its domestic subsidiaries,
as well as by first priority pledges of 100% of the stock of
Tenneco's material domestic subsidiaries and 65% of the stock of
Tenneco's direct and indirect material first-tier foreign
subsidiaries.  The facility is guaranteed by Tenneco's material
domestic subsidiaries.

Moody's notes that Tenneco also maintains strong liquidity with
approximately $96 million in cash and approximately $405 million
of availability under its bank facilities at March 31, 2006.

Tenneco's stable outlook reflects Moody's expectation that during
2006 the company's diverse customer base, broad mix of products
across a number of platforms, and strong market share positions
should enable it to maintain credit metrics at or moderately above
the levels generated during 2005.  During 2007 operating
performance could improve as a result of increased demand due to
stricter emissions regulations.

These ratings were raised:

   -- Tenneco's guaranteed first-lien senior secured credit
      facilities to Ba3 from B1, consisting of:

      * $300 million revolving credit facility due December 2008;

      * $155 million term loan B letter of credit/revolving loan
        facility due December 2010;

      * $400 million term loan B facility due December 2010;

These ratings were affirmed:

   -- B2 rating for Tenneco's $475 million of 10.25% guaranteed
      senior secured second-lien notes due 2013;

   -- B3 rating for Tenneco's 8.625% guaranteed senior
      subordinated notes due November 2014;

   -- B1 Corporate Family rating.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control and emissions control
products and systems for both the worldwide original equipment
market and aftermarket. Leading brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  Annual revenues are
approximately $4.4 billion.


THOMAS LIBER: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thomas C. Liber
        3934 Darlington Avenue Northwest
        Canton, Ohio 44718

Bankruptcy Case No.: 06-60656

Chapter 11 Petition Date: May 1, 2006

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Howard E. Mentzer, Esq.
                  Mentzer and Mygrant Ltd.
                  1 Cascade Plaza, Suite 1445
                  Akron, Ohio 44308
                  Tel: (330) 376-7500
                  Fax: (330) 376-8018

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
National City Bank               Loan                  $900,000
P.O. Box 856177
Louisville, KY 40285-6177

JP Morgan Chase Bank N.A.        Loan                  $342,218
P.O. Box 33035
KY1-4340
Louisville, KY 40232

Sky Bank                         Loan                  $295,948
6505 Market Avenue North
Canton, OH 44721

IRS                              2003 Income Tax       $100,000

CLC Creditors Grantor Trust      Preferential           $50,000
                                 Transfer Settlement

State of Ohio                    2003 Income Tax        $20,000

Baker & Hostetler, LLP           Legal Fees             $10,908

First Merit                      Purchased Goods         $3,500

Chase Auto Finance               Vehicle                 $2,475

Aultman Hospital                 Medical Services        $2,085

Mercy Medical Center             Medical Services        $1,322

Stark County Emergency           Medical Services          $368

Radiology Association of         Medical Services          $142
Canton

Cuyahoga County Common           Unpaid Court Costs         $84
Pleas Court

Fidelity National Collections                                $6


TNS INC: Special Panel Junks Management's $527-Mil. Buy Out Offer
-----------------------------------------------------------------
The Special Committee of the Board of Directors of TNS, Inc.
(NYSE: TNS) rejected the management-led proposal to acquire all
outstanding shares of TNS common stock for $22 per share as not in
the best interests of TNS and its stockholders.  The Special
Committee informed TNS management of this decision.

The Special Committee determined that the $527 million or
$22.00 per share offer price undervalues TNS.  The conclusion of
the Special Committee was reached after careful consideration,
including a thorough review of TNS and its business and prospects,
with its independent financial advisor, Deutsche Bank Securities
Inc., and its independent legal advisor, Gibson, Dunn & Crutcher,
LLP.

The Special Committee also announced that together with Deutsche
Bank it is continuing to investigate a range of strategic
alternatives available to TNS for the purpose of enhancing
stockholder value.  The Special Committee has not yet decided to
engage in any transaction and there can be no assurance that any
transaction will result from the Special Committee's exploration
of such strategic alternatives.

                           About TNS

TNS, Inc. -- http://www.tnsi.com/-- is one of the leading
providers of business-critical, cost-effective data communications
services for transaction-oriented applications.  TNS provides
rapid, reliable and secure transaction delivery across multiple
vertical markets and trading communities.

Since its inception in 1990, TNS has designed and implemented
multiple data networks, each designed specifically for the
transport of transaction-oriented data.  TNS' networks support a
variety of widely accepted communications protocols and are
designed to be scalable and accessible by multiple methods.  TNS'
network technologies have been deployed in the United States and
internationally, and TNS' networks have become preferred networks
servicing the trading community, wireless and wireline carriers,
and the card processing and dial-up automated teller machine
markets.

                         *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on Reston, Virginia-based
TNS Inc. on CreditWatch with negative implications.


TOMMY HILFIGER: Completes Consent Solicitation for 6.85% Notes
--------------------------------------------------------------
Tommy Hilfiger U.S.A., Inc., a wholly owned subsidiary of Tommy
Hilfiger Corporation (NYSE: TOM), reported that, in connection
with its tender offer and consent solicitation for all of its
$192,470,000 outstanding principal amount of 6.85% Notes due 2008
that it had received, as of 5:00 p.m., New York City time, on
April 27, 2006, tenders and consents from holders of a majority in
principal amount of its outstanding 2008 Notes.

As contemplated by the consent solicitation with respect to the
2008 Notes, it is expected that the Company will execute as soon
as practicable a supplemental indenture to the indenture governing
the 2008 Notes that will, once operative, eliminate the principal
restrictive covenants, including those relating to limitations on
the Company's liens and indebtedness, as well as certain related
events of default contained in the indenture under which the 2008
Notes were issued.

Although the supplemental indenture will be executed and therefore
become effective as soon as practicable, the modifications and
eliminations effected by the amendments will not become operative
until the 2008 Notes are accepted for payment pursuant to the
Offer (except that the amendment permitting the use of cash by
Tommy Hilfiger Corporation or its subsidiaries to pay the
aggregate total consideration for all 2008 Notes accepted for
payment pursuant to the Offer and all of the Company's 9% Senior
Bonds due 2031 accepted for payment pursuant to the tender offer
for the 2031 Senior Bonds shall become effective at 9 a.m. London
(U.K.) time on the date that such notes are accepted for payment).

The total consideration for each $1,000 principal amount of 2008
Notes accepted for payment will be determined later this afternoon
by reference to a fixed spread of 25 basis points over the yield
of the 3.25% U.S. Treasury Note due Aug. 15, 2008.

As of 5:00 p.m., New York City time, on Thursday, April 27, 2006,
the Company had received tenders of 2008 Notes and related
consents in these amounts:

                                                  Percentage of
                                    Principal     Outstanding
                         CUSIP       Amount       Principal Amount
   Title of Security     Number     Tendered      of Series
   -----------------     ------     --------      ---------
   6.85% Notes due 2008  430908AB9  $177,046,000  91.99%

For further information with respect to the tender offers and
consent solicitations, holders should contact their broker or the
Dealer Manager:

   Citigroup Corporate and Investment Banking
   Telephone (212) 723-6106 (collect)
   Toll Free (800) 558-3745

or the Information Agent:

   Global Bondholder Services Corporation
   Telephone (212) 430-3774 (collect)
   Toll Free (866) 389-1500

                   About Tommy Hilfiger U.S.A.

Headquartered in New York City, Tommy Hilfiger U.S.A., Inc., --
http://www.tommy.com/-- is a direct wholly owned subsidiary of
Tommy Hilfiger Corporation.  Tommy Hilfiger Corporation, through
its subsidiaries, designs, sources and markets men's and women's
sportswear, jeanswear and childrenswear.  Tommy Hilfiger
Corporation's brands include Tommy Hilfiger and Karl Lagerfeld.
Through a range of strategic licensing agreements, Tommy Hilfiger
Corporation also offers a broad array of related apparel,
accessories, footwear, fragrance, and home furnishings.  Tommy
Hilfiger Corporation's products can be found in leading department
and specialty stores throughout the United States, Canada, Europe,
Mexico, Central and South America, Japan, Hong Kong, Australia and
other countries in the Far East, as well as the Tommy Hilfiger
Corporation's own network of outlet and specialty stores in the
United States, Canada and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services held the ratings of Tommy
Hilfiger U.S.A. Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications, where they were placed
on Nov. 3, 2004.  The company recently indicated it has received
approval from the European Commission to be acquired by Apax
Partners for about $1.6 billion.  The Apax transaction is expected
to close in April 2006.  Men's and women's sportswear, jeanswear,
and childrenswear company Tommy Hilfiger had about $345 million in
long-term debt outstanding as of Dec. 31, 2005.


TORCH OFFSHORE: Court Confirms First Amended Chapter 11 Plan
------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana confirmed the First Amended Joint
Plan of Reorganization of Torch Offshore, Inc., and its debtor-
affiliates.  The Court determined that the plan satisfies the
13 requirements for confirmation pursuant to Section 1129(a) of
the Bankruptcy Code.

On the effective date of the Plan, the Debtors' estates will be
substantively consolidated and inter-company obligations will be
extinguished.   Substantive consolidation is a judicially created
equitable remedy whereby the assets and liabilities of two or more
entities are pooled, and the pooled assets are aggregated and used
to satisfy the claims of creditors of all the consolidated
entities.

All of the Debtors' assets will be transferred to a Liquidating
Trust for the sole purpose of liquidating and distributing these
assets.   Bridge and Associates, L.L.C., is appointed as Plan
Administrator and Trustee, and will be responsible for
distributions under the Plan.   A Liquidating Trust Agreement,
which governs the rights powers, obligations, appointment and
removal of a Plan Administrator, will take effect on the Effective
Date.

                   Distributions Under the Plan

The Debtors' Amended Plan proposes to make a pro rata distribution
to unsecured creditors from funds derived from:

     1) the secured lenders' $100,000 contribution;

     2) proceeds from recoveries of D&O claims;

     3) all unencumbered proceeds from the auction upon
        resolution of potentially priming liens against Cal Dive
        Vessels; and

     4) net proceeds from prosecution of avoidance actions after
        administrative claims are paid.

These claims will be paid in full:

     -- $1.8 million of administrative claims;
     -- $685,000 of priority claims; and
     -- allowed priming maritime lien claims totaling $14,350,042;

Regions Bank and Export Development Canada's secured claims will
be paid in accordance with the Nov. 7 distribution order from the
proceeds of the sale of the Cal Dive Vessels.  Deficiency in
Regions' claim, estimated at $23 million, will be treated as an
unsecured claim.

Other secured claims and maritime lien claims, estimated at
$11,264,577, will be treated as unsecured claims.

Intercompany claims and equity interest will be cancelled on the
effective date.

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

    http://www.researcharchives.com/bin/download?id=060221020404

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Christopher T. Caplinger, Esq., in New Orleans,
Louisiana, represents the Debtors.  Alan H. Goodman, Esq., and
David F. Waguespack, Esq., represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


UNIFI INC: Launches Cash Tender Offer of Outstanding 6-1/2% Notes
-----------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) is commencing a cash tender offer for any
and all of its outstanding 6-1/2% Notes due 2008 (CUSIP No.
904677 AE1), as well as a related consent solicitation to
amend these Notes and the indenture pursuant to which they were
issued.

The tender offer and consent solicitation are made upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated April 28, 2006, which the Company is
distributing to holders of Notes.

The consent solicitation will expire at 5:00 p.m., Eastern
Standard Time, on May 11, 2006, unless extended or earlier
terminated by the Company at its sole discretion.  The tender
offer will expire at 12:00 midnight, Eastern Standard Time, on
May 25, 2006, unless extended or earlier terminated by the
Company at its sole discretion.

Holders tendering their Notes will be required to consent to the
proposed amendments to the Notes and to the indenture governing
the Notes, that will eliminate from the indenture substantially
all of the restrictive covenants and certain events of default
contained therein and modify the procedures and restrictions
related to defeasance of the Notes.

Holders may not tender their Notes in the tender offer without
also delivering consents to the proposed amendments or deliver
consents to the proposed amendments without also tendering their
Notes in the tender offer.

Holders may not revoke consents without withdrawing the previously
tendered Notes to which such consents relate.

The Company will pay to each holder who validly consents to the
proposed amendments at or prior to the Consent Date and whose
notes are accepted for purchase by Unifi $30 in cash per $1,000
principal amount of the Notes for which consents have been validly
delivered and not validly revoked at or prior to the Consent Date.

Holders who validly tender their Notes pursuant to the tender
offer at or prior to the Consent Date will be eligible to receive
a total consideration for their Notes in an amount (which amount
includes the Consent Payment), paid in cash, equal to $1,000 per
$1000 of the principal amount of the Notes validly tendered and
not validly revoked.  Holders who validly tender their Notes after
the Consent Date but at or prior to the Expiration Date will be
eligible to receive $970 per $1000 of the principal amount of the
Notes validly tendered and not validly revoked and will not
receive the Consent Payment.

In each case, holders whose Notes are accepted for payment in the
tender offer will receive accrued and unpaid interest in respect
of such purchased Notes from the last interest payment date to,
but not including, the applicable payment date for Notes purchased
in the tender offer.  The payment in respect of any Notes that are
validly tendered at or prior to the Consent Date is expected to be
promptly following the satisfaction or waiver of all of the
conditions to the tender offer and set forth in the Statement. The
payment date in respect of any Notes that are validly tendered
after the Consent Date but at or prior to the Expiration Date, is
expected to be promptly following the Expiration Date.

Tendered Notes and the related consents may not be withdrawn
subsequent to the earlier of

   (i) 5:00 p.m., Eastern Standard Time, on the Consent Date and

  (ii) the time and date upon which the Company gives notice to
       the trustee for the Notes and reports the receipt of the
       requisite consents to the proposed amendments.

The tender offer is subject to the satisfaction or waiver by the
Company of certain conditions, including there being validly
tendered and not withdrawn not less than a majority of the
aggregate principal amount of the Notes, the execution of a
supplemental indenture adopting the proposed amendments, the
execution of amendments to its existing secured revolving credit
facility and the successful receipt of net proceeds of a debt
financing sufficient to finance the tender offer on terms
satisfactory to the Company.  Further details about the terms and
conditions of the tender offer and the consent solicitation are
set forth in the Statement.

The Company has retained Lehman Brothers Inc. to act as the
exclusive Dealer Manager for the tender offer and solicitation
agent for the consent solicitation and they can be contacted at
(800) 438-3242 (toll-free) or (212) 528-7581.  The documents
relating to the tender offer and consent solicitation are expected
to be distributed to holders of Notes beginning April 28, 2008.
Requests for documentation may be directed to D.F. King & Co.,
Inc., the Information Agent, which can be contacted at (212) 269-
5550 (call collect for banks and brokers only) or (800) 714-3313
(toll-free for all others).

Headquartered in Greensboro, North Carolina, Unifi, Inc. --
http://www.unifi-inc.com/-- is a diversified producer and
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  The Company adds value to the supply chain
and enhances consumer demand for its products through the
development and introduction of branded yarns that provide unique
performance, comfort and aesthetic advantages. Key Unifi brands
include, but not limited to: Sorbtek(R), A.M.Y.(R), Mynx(TM) UV,
Reflexx(R), MicroVista(R) and Satura(R).  Unifi's yarns and brands
are readily found in home furnishings, apparel, legwear and sewing
thread, as well as industrial, automotive, military and medical
applications.

Unifi Inc.'s 6-1/2% Notes due 2008 carry Moody's Investors
Service's Caa2 rating and Standard & Poor's CCC+ rating.


UNITED FINISHING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: United Finishing & Laminating Inc.
        3401 Pasadena Avenue
        Los Angeles, California 90031
        Tel: (323) 222-0797

Bankruptcy Case No.: 06-10635

Type of Business: The Debtor's president, Patrick W. Moller, filed
                  for chapter 11 protection on April 28, 2006
                  (C.D. California, Case No. 06-10619).

Chapter 11 Petition Date: May 2, 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

Total Assets:   $813,000

Total Debts:  $2,766,647

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
United Film Laminating           Purchase of           $191,500
c/o Leo Heydorff                 United Finishing
740 South Orangegrove Boulevard
Unit 1
Pasadena, CA 91105

Internal Revenue Service         Payroll Taxes          $65,000
Insolvency I Stop 5022
300 North Los Angeles Street
Room 4062
Los Angeles, CA 90012

Transilwrap Company, Inc.                               $48,000
Northwest #7871
P.O. Box 1450
Minneapolis, MN 55485

Ronald P. Slates, Esq.           Legal Fees             $40,000

Pedro Tomaz                      Loan                   $17,000

Sun Chemical                                            $15,000

GBC Commercial Products Group                           $14,000

J. Steven Bingman, Esq.          Legal Fees             $10,000

Advantage Distribution                                   $7,000

Kellstar International                                   $6,930

Montage Press                                            $5,645

Los Angeles Dept. of                                     $4,558
Water and Power

Spicers Paper                                            $4,546

City of Los Angeles              Trade Creditor          $1,957

Bobst Group, Inc.                Trade Creditor          $1,957

Jowat Adhesives                                          $1,935

Ford Motor Credit                                        $1,896

Employment Development Dept.     Payroll Taxes           $1,500

SAATI Print Route                                        $1,499


VARIG S.A.: VarigLog Increases Purchase Offer to $450 Million
-------------------------------------------------------------
VARIG, S.A., and its debtor-affiliates entered into an agreement
with Varig Logistica S.A., pursuant to which VarigLog would
acquire a 95% controlling interest in VARIG for $450,000,000.

As reported in the Troubled Company Reporter on April 12, 2006,
VarigLog initially offered $350 million for VARIG's assets.  The
bid was later increased to $400 million.

The agreement has a closing deadline of May 12, 2006, and is
conditioned upon the approval of VARIG's creditors and the
Commercial Bankruptcy and Reorganization Court in Rio de Janeiro,
Brazil, no later than May 15, 2006.  VARIG cannot negotiate for a
competing proposal within a 35-day period, until May 18, 2006.

If VARIG consummates a transaction involving another buyer on or
before Dec. 31, 2006, VARIG will pay VarigLog a BRL73.5 million
cancellation fee.

                        VarigLog Proposal

Under the VarigLog Proposal, $50 million of VarigLog's investment
will be paid towards the Foreign Debtors' severance obligations to
labor creditors and 5% of the equity in the new Varig entity will
be contributed to the Foreign Debtors' estates to be distributed
among the Foreign Debtors' non-labor prepetition creditors.

The remaining $400 million will be available to New Varig and will
be "earmarked" for:

   -- working capital;

   -- repairs and maintenance of aircraft and engines;

   -- payment of current postpetition lease obligations; and

   -- payment of ongoing lease obligations on aircraft remaining
      in New Varig's fleet.

The transaction will be structured, in compliance with article 60
of Brazil's Law on Bankruptcy and Court Recovery, as an
acquisition of an individual unit from VARIG, which will be
capitalized by means of transfer of certain designated assets and
assumption of certain obligations.

Romina Nicaretta at Bloomberg News reports that unions
representing VARIG workers were not so enthusiastic on the initial
offer.  The Unions demand that VarigLog "put more into VARIG's
employee pension fund and pare back proposed job cuts,
Ms. Nicaretta relates.

                  Acquired Assets & Obligations

VARIG will transfer these assets, free and clear of all
encumbrances and charges, for capitalization of the Individual
Unit:

   1.  Rights stemming from lease agreements for 48 aircraft;

   2.  All the rights ensuing from concessions, authorizations,
       licenses and permissions to operate domestic and
       international air routes, as well as to operate in the
       Brazilian and offshore airports served by those routes;

   3.  All computation systems;

   4.  The entire database for clients in the mileage program;

   5.  All movable and immovable assets needed for the conduct of
       the business; and

   6.  All rights ensuing from agency agreements.

VarigLog will assume VARIG's obligations:

    a) stemming from leasing of the 48 aircraft and due after the
       Petition Date; and

    b) related to tickets issued, early sale of tickets,
       vouchers, coupons and similar obligations in relation to
       air travel, as well as all obligations assumed pursuant to
       the VARIG mileage program Smiles, but only insofar as any
       of the obligations may have been incurred in the normal
       course of business and in accordance with the practices of
       VARIG prior to the Petition Date.

VarigLog will not assume VARIG's other obligations, including,
without limitation, tax, labor, social security, consumer
relations, environmental, commercial and civil obligations.
VarigLog will be granted full release and exemption from
liability with regard to all of the Excluded Obligations.

VarigLog, at its exclusive discretion, will have the right to
select and determine which employees will be transferred to the
Individual Unit for the purpose of ensuring the maintenance of the
business.  The list of seniority at VARIG will be followed for the
crewmembers.

A full-text copy of the certified English translation of the
Acquisition Agreement is available for free at:

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

                    Creditors Meeting on May 8

The Brazilian Court called a meeting of the General Assembly of
Creditors on May 2, 2006, in Rio de Janeiro.  The "second call" is
scheduled on May 8.  The purpose of the meeting is to examine and
decide on:

   a.  the proposal for amending the Judicial Recovery Plan and
       its legal details; and

   b.  the proposal for restructuring the companies undergoing
       judicial recovery submitted by VarigLog.

Representatives of VarigLog, including MatlinPatterson, met with
and made presentations to the Foreign Debtors' creditor body
regarding the VarigLog Proposal on April 25, 2006.  The purpose of
the presentation was to give creditors a chance to comment and
provide feedback on the VarigLog Proposal in advance of the
meeting of the General Assembly of Creditors.

                    BNDES to Extend Financing

Banco Nacional de Desenvolvimento Economico e Social, a national
development bank run by the Brazilian government, said it is
willing to finance investors who may want to buy VARIG, Bloomberg
News reports, citing O Estado de S. Paulo.  Dilma Rousseff, chief
of staff to Brazilian President Luiz Inacio Lula da Silva, told
Estado that BNDES is eager to fund the purchase if investors can
guarantee they will pay back the money.

                            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. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Brazilian Labor Court Allows Union to Seize Assets
--------------------------------------------------------------
The 14th District Labor Court of Rio de Janeiro, in Brazil,
granted a petition filed by VARIG, S.A.'s Employees Association
and members of VARIG's crew union.

The Labor Court authorized the VARIG Employee Association to seize
VARIG's assets, including its route concessions and service
contracts.

The Labor Court also allowed a judicial administrator to manage
VARIG's assets until they are sold.

According to Bloomberg News, the Labor Court intends to put the
assets up for sale to keep VARIG's planes flying.

Brazil's pension fund regulator also seized in April the cash in
VARIG's pension fund Aerus to protect VARIG's employees and
retirees.  The move prevents VARIG from using the funds to cover
its operating costs.

VARIG's judicial recovery plan provides that during a three-year
moratorium after the Feb. 23, 2006 plan approval, VARIG would
establish a BRL100,000,000 fund earmarked to fund interim payments
to Class II secured claimants and Class III unsecured claimants
under the Plan.

It is not clear whether the Labor Court has the power to continue
overseeing the administration of VARIG's assets and, hence, the
implementation of the Plan, according to Paula Di Filippi, Esq.,
at Squire Sanders & Dempsey, counsel to Los Angeles World
Airports.

LAWA owns and operates the Los Angeles International Airport.  As
of the Petition Date, VARIG owed LAWA $3,198,783 for estimated
rent, passenger facility charges, landing fees and other charges.

                           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. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: ILFC Wants to Collect Payments Under Sept. 2005 Deal
----------------------------------------------------------------
International Lease Finance Corporation asks the U.S Bankruptcy
Court for the Southern District of New York to Compel VARIG, S.A.,
and its debtor-affiliates to comply with the terms of a
stipulation signed on Sept. 1, 2005.

ILFC, which leases 11 aircraft to the Foreign Debtors, entered
into a stipulation on Sept. 1, 2005, with the Foreign Debtors
Foreign Representatives, Vicente Cervo and Eduardo Zerwes, that
resolved ILFC's request for relief from the preliminary
injunction.

Under the terms of the September 2005 Stipulation, the Foreign
Debtors agreed to remain current on all payments that fall due on
or after Sept. 20, 2005, to ILFC.  The Foreign Debtors are also to
maintain and insure on a current basis their leased aircraft.

Contrary to the Stipulation, the Foreign Debtors failed to pay
rent totaling over $2,000,000 on certain of the aircraft, did not
properly maintain them and failed to timely return one, Jon Yard
Arnason, Esq., at Klestadt & Winters LLP, in New York, says.

Because of the defaults, ILFC asserts it is entitled to the return
of all aircraft pursuant to the terms of the Stipulation.

"This case has been a history of broken promises and missed
deadlines by the Foreign Debtors, indicative of their serious if
not fatal financial difficulties," Mr. Arnason tells Judge Drain.

Mr. Arnason estimates that the cascading defaults of the Foreign
Debtors are putting at risk equipment with a value in excess of
$400,000,00 and causing ILFC continuing losses of approximately
$80,000 per day or $30,000,000 per annum.

ILFC also asks the Court to:

   a. hold the Foreign Representatives and the Foreign Debtors in
      contempt for violation of the Stipulation;

   b. grant to ILFC costs and expenses together with other
      damages; and

   c. assess against the Foreign Representatives and the Foreign
      Debtors a fine of $50,000 per day until the Stipulation is
      complied with.

                           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. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEEKS LANDING: Wants Berger Singerman as Bankruptcy Counsel
-----------------------------------------------------------
Weeks Landing, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for Middle District of Florida for permission to
employ Berger Singerman, P.A., as their bankruptcy counsel.

Berger Singerman will:

    a. advise the Debtors with respect to their powers and duties
       as debtors-in-possession and the continued management of
       their business operations;

    b. advise the Debtors with respect to their responsibilities
       in complying with the U.S. Trustee's Operating Guidelines
       and Reporting Requirement and with the rules of the Court;

    c. prepare motions, pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of their cases;

    d. protect the interests of the Debtor in all matters pending
       before the Court; and

    e. represent the Debtor in negotiations with their creditors
       in the preparation of a plan.

Jordi Guso, Esq., a shareholder of Berger Singerman, tells the
Court that he will bill $385 per hour for this engagement.  Mr.
Guso says that Douglas Bates, Esq., an associate of the firm, will
be assisting him and bills $220 per hour.  Mr. Guso discloses that
the firm's other professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $385 - $420
         Associates                    $195 - $315
         Legal Assistants              $65 - $145

Mr. Guso assures the Court that his firm does not hold or
represent any interest adverse to the Debtors or their estates.

Mr. Guso can be reached at:

         Jordi Guso, Esq.
         Berger Singerman, P.A.
         200 South Biscayne Boulevard, Suite 1000
         Miami, Florida 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340
         http://www.bergersingerman.com/

Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns
the Weeks Fish Camp.  The Debtor and three of its affiliates filed
for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-01721).  Jordi Guso, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million and $50 million.


WEEKS LANDING: Section 341(a) Meeting Scheduled for May 11
----------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Weeks Landing, LLC's creditors at 2:30 p.m., on May 11, 2006, at
the U.S. Courthouse Federal Building, 2110 First Street #2-101 in
Fort Myers, Florida.  This is the first meeting of creditors
required under Section 341(a) of the U.S. Bankruptcy Code in all
bankruptcy cases.

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

Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns
the Weeks Fish Camp.  The Debtor and three of its affiliates filed
for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-01721).  Jordi Guso, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million and $50 million.


WI-TRON INC: KBL LLP Raises Going Concern Doubt
-----------------------------------------------
KBL, LLP, in Forest Hills, New York, raised substantial doubt
about Wi-Tron, Inc., fka Amplidyne, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the years ended Dec. 31, 2004, and 2005.  The auditor pointed
to the company's losses from operations and limited financial
resources.

Wi-Tron, Inc., filed its financial statements for the year ended
Dec. 31, 2005, with the Securities and Exchange Commission on
April 6, 2006.

The company reported a $1,318,735 net loss on $471,487 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $190,084 in
total assets and $1,340,506 in total liabilities, resulting in a
$1,150,422 stockholders' equity deficit.

The Dec. 31 balance sheet also showed strained liquidity with
$166,723 in total current assets available to pay $1,340,506 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?873

Wi-Tron, Inc. -- http://www.amplidyneinc.com/-- designs,
manufactures and sells ultra linear single and multi-channel power
amplifiers and broadband high-speed wireless products to the
worldwide wireless telecommunications market.  The single and
multi-carrier linear power amplifiers, which are a key component
in cellular base stations, increase the power of radio frequency
and microwave signals with low distortion.  The Company's products
are marketed to the cellular, PCS, X-band, wireless local loop
segments of the wireless telecommunications industry.


WILLIAMS COS: Obtains $1.5 Bil. Unsec. Revolving Credit Facility
----------------------------------------------------------------
Williams (NYSE: WMB) obtained a new unsecured, three-year,
$1.5 billion revolving credit facility.

The new facility was significantly over subscribed, which allowed
Williams to upsize the facility from the offered $1.275 billion to
$1.5 billion.

Williams plans to use the new facility primarily for general
corporate purposes and issuing letters of credit.  It replaces a
$1.275 billion credit facility that was secured with equity in
Transcontinental Gas Pipe Line Corp.

The new revolver removes the last secured debt from Williams'
credit portfolio, except for non-recourse project debt in its
Venezuelan operations.

"We're very pleased that our bank group recognized the progress
we've made to strengthen our balance sheet, grow earnings,
increase cash flow and reduce risk," Don Chappel, Williams' chief
financial officer said.

"The new revolver gives Williams even greater resources and
flexibility to continue to grow our core natural gas businesses,
while improving the company's credit quality at the same time,"
Mr. Chappel added.

With the addition of the new revolver, Williams has a total of
$2.7 billion in unsecured credit facilities.  Williams will update
its available liquidity on May 4 when it releases first-quarter
financial results.

Citigroup Global Markets Inc. and Banc of America Securities LLC
were the joint lead arrangers and co-book runners on the new
revolver.

                         About Williams

Headquartered in Tulsa, Oklahoma, The Williams Companies, Inc. --
http://www.williams.com/-- through its subsidiaries, primarily
finds, produces, gathers, processes and transports natural gas.
The company also manages a wholesale power business.  Williams'
operations are concentrated in the Pacific Northwest, Rocky
Mountains, Gulf Coast, Southern California and Eastern Seaboard.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed The Williams Companies, Inc.'s
Ba3 long-term debt ratings under review for possible upgrade.


WORLD HEALTH: Completes Sale to Jackson Healthcare for $43 Million
------------------------------------------------------------------
Jackson Healthcare Staffing, LLC completed the purchase of
substantially all of the assets of bankrupt, Pittsburgh-based
World Health Alternatives, Inc. (Symbol: WHAIQ.PK), on
April 28, 2006.

As reported in the Troubled Company Reporter on Feb. 22, 2006,
World Health entered into a "stalking horse" agreement for the
sale of substantially all of its assets and the assets of its
subsidiaries to Jackson Healthcare Staffing, LLC, an affiliate of
Jackson Healthcare Solutions, LLC, for a purchase price of
approximately $43 million in cash plus the assumption of certain
liabilities, including liabilities to retained employees and
staffing professionals.

"We see this acquisition as an opportunity to leverage our
knowledge and experience to broaden our capabilities in providing
hospitals their most important asset: people," Jackson Healthcare
Staffing Chief Executive Officer Richard L. Jackson said.

A privately held company with revenue of more than $100 million in
2005, JHS achieved a five-year average annual organic revenue
growth rate of 56% as of the year ending Dec. 31, 2005.

With the purchase, JHS will operate three new companies:

   -- Travel Nurse Solutions, provider of travel nurse staffing;

   -- Jackson Allied Staffing, provider of travel allied staffing;
      and

   -- Jackson & Coker, provider of permanent and temporary
      physician staffing.

"We're excited to broaden our scope and open our employee-owned,
high-performance culture to new members of the JHS corporate
family," Mr. Jackson concluded.

                About Jackson Healthcare Staffing

Jackson Healthcare Staffing --http://www.jacksonhealthcare.com/--  
provides a total staffing solution for hospitals, leveraging the
expertise of across all Jackson Healthcare Solutions companies to
find the best healthcare professionals.

                 About World Health Alternatives

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors elected Young, Conaway,
Stargatt & Taylor, LLP, as its counsel.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.


WORLDWIDE BIOTECH: Auditor Raises Going Concern Doubt
-----------------------------------------------------
Most & Company, LLP, in New York, raised substantial doubt about
the ability of Worldwide Biotech & Pharmaceutical Company 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 losses and
working capital deficiency.

Worldwide Biotech & Pharmaceutical Company 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 $3,683,322 net loss on $26,222 of revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $3,638,391 in
total assets, $3,016,598 in total liabilities, and $621,793 in
total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $829,871 in total current assets available to pay $2,718,307
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?86d

Worldwide Biotech & Pharmaceutical Company specializes in the
development and potential marketing of viruses/viral vectors,
bio-medicines, external diagnostic reagents, prophylactic vaccines
for humans, and oral dosage forms of traditional Chinese medicine.
The Company is currently developing a hepatitis C vaccine
primarily in China.  The Company employs 62 full time employees,
with corporate headquarters, manufacturing facilities and main
laboratory in the Yangling Agricultural Hi-Tech Industrial
Demonstration Zone, Shaanxi Province, China.


XM SATELLITE: Closes New $800 Million Senior Notes Offering
-----------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) reported that its
subsidiary, XM Satellite Radio Inc., completed a $800 million debt
offering, consisting of $600 million 9.75% Senior Notes due 2014
and $200 million Senior Floating Rate Notes due 2013.

As reported in the Troubled Company Reporter on May 1, 2006, XM
will use the proceeds of the new notes offering to:

   * repurchase or redeem its existing outstanding 14% Senior
     Secured Notes due 2009, 12% Senior Secured Notes due 2010 and
     Senior Secured Floating Rate Notes due 2009, which are the
     subject of a cash tender offer that is scheduled to expire on
     May 10, 2006, and

   * make a prepayment in the amount of approximately $240 million
     to retire approximately $320 million of fixed payment
     obligations that would have come due in 2007, 2008 and 2009
     under XM's distribution agreement with General Motors.

The initial repurchase of existing notes has been completed,
consisting of approximately:

   * $110.2 million of the 14% Senior Secured Notes,
   * $99.6 million of 12% Senior Secured Notes and
   * $180.4 million of Senior Secured Floating Rate Notes.

XM has commenced the redemption of the remaining 14% Senior
Secured Notes and Senior Secured Floating Rate Notes, which XM has
the right to redeem.  That redemption should be completed by the
end of May.

As previously reported, XM has received commitments from a group
of banks and financial institutions to establish a secured
revolving credit facility to provide approximately $250 million of
incremental liquidity.  XM expects the credit facility to close
shortly.

The new notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under
the Securities Act and applicable state securities laws.

                      About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
founding was prompted by the radio industry's first major
technological change since the popularization of FM radio in the
1970s: the creation of a third broadcast medium, transmitted by
satellite, now taking its place alongside AM and FM on the radio
dial.  One of only two companies with a license for this new
national audio service, XM has assembled a "dream team" of
creative radio professionals and a management team committed to
leading the world into the next generation of radio.  XM's 2006
lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At Dec. 31, 2005, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $362,713,000, compared to $43,582,000
positive equity at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.  Proceeds from the proposed notes issue are expected to be
used to refinance existing debt.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.


* Chrysalis Capital Partners Closes Inaugural Fund at $300 Million
------------------------------------------------------------------
Chrysalis Capital Partners disclosed the final closing of its
first institutional fund at $300 million in committed equity,
effective April 14, 2006, which was substantially oversubscribed
from its original $200 million target.  With this capital,
Chrysalis will continue to invest in companies around the country
who are experiencing financial distress or anticipating a
turnaround.

"We appreciate the support and confidence our investors have
demonstrated in our unique business strategy," says Greg Segall,
Managing Partner of Chrysalis.  "There is a significant shortage
of sophisticated, value-adding players in the highly specialized,
complex, and rapidly expanding $700 billion middle market.  At
Chrysalis, our depth of hands-on restructuring experience, coupled
with our management style, has allowed us to tap into this
opportunity and produce superior outcomes thus far for
stakeholders."

With nearly 50 years of combined experience investing and advising
companies through restructurings, bankruptcies and other
distressed situations, the investment team at Chrysalis -- led by
Managing Partners Ira Lubert and Greg Segall, and Partner Paul
Halpern -- maintains a level of expertise unmatched by most
players in the market today.

Chrysalis initially targeted $200 million in commitments for its
first fund from a variety of institutional investors and was
substantially oversubscribed, topping out at the 'hard cap' of
$300 million permitted under the partnership agreement.

To date, Chrysalis has committed over 25 percent of the fund to
six transactions, and has already achieved two successful
realizations from those investments.  In addition to direct debt
and equity investments in targeted companies, the fund also
invests in the direct purchase of assets or outstanding equity or
debt securities of such companies, and typically seeks control of
the underlying assets or businesses.

"There is far less capital dedicated to assisting distressed
companies in the middle market space than there are
opportunities," Mr. Segall says.  "Previously, the investment team
at Chrysalis sponsored a variety of transactions for companies in
'special situations,' but with that market growing so quickly, we
took the opportunity to raise our first institutional fund and
respond to the demand for high-value capital sources."

                         About Chrysalis

Chrysalis Capital Partners, Inc. - http://www.ccpfund.com/-- is a
private equity firm with $300 million in capital under management.
Chrysalis focuses on 'special situation' investing such as
divestitures, buyouts, turnarounds, financial restructurings,
reorganizations, and recapitalizations in middle-market companies
with typical revenues of $50 to $500 million, across a wide range
of industries throughout the United States.

The firm will invest in all facets of the capital structure, and
is well versed in working actively with underperforming companies
and financial distress.  Chrysalis is an affiliate of Independence
Capital Partners, a family of private equity funds with over $6
billion of committed capital under management.


* Proskauer Rose Hires Fred Bernstein as Corporate Dept. Partner
----------------------------------------------------------------
Proskauer Rose LLP, an international law firm with more than
650 lawyers in the United States and Europe, reporter a
significant expansion of its entertainment industry practice with
the addition of Fred Bernstein, a top industry player with years
of experience, to the firm's Corporate Department as a partner.
Also joining the firm is Beverly Frank, an attorney with extensive
expertise in labor and employment and litigation matters in the
entertainment industry.  She joins Proskauer's Labor and
Employment and Litigation departments as senior counsel.  Both
will be resident in the firm's Los Angeles office.

According to Bert H. Deixler, who heads Proskauer's Los Angeles
office, Mr. Bernstein and Ms. Frank bring a range of experience
that complement the firm's diverse corporate, labor and
employment, and entertainment law practices.

"The entertainment industry is undergoing a radical
transformation," Mr. Deixler said.  "The only efficient and
effective way to address the range of matters arising from the
marriage of finance, content and emerging technologies is through
an interdisciplinary approach encompassing multiple practices.
Fred's vision and experience will help us continue the process of
building a national platform that meets the industry's evolving
needs."

Mr. Bernstein has deep roots in the film, television, and digital
entertainment industries.  He has held senior executive posts at a
number of major studios, including serving as the president of the
Columbia TriStar Motion Picture Companies, and has been a film
producer and e-commerce executive.  His legal work focuses on the
creation, financing, distribution and exploitation of content, and
the leveraging of brand equity -- so-called "branded
entertainment" - throughout the entertainment, media and related
fields for producers, distributors and some of America's most
well-known companies including AOL, AT&T, American Express, Merv
Griffin Entertainment, The Coca-Cola Company, DHL, and Wal-Mart.

Ms. Frank has represented employers in all aspects of employment
law, including litigation and counseling.  She also has
represented companies and individuals in the entertainment and
media industries in a range of matters including contractual
disputes, copyright infringement and the defense of unfair trade
practice class actions.  Ms. Frank also represented the Select
Committee of Inquiry of the Connecticut House of Representatives
in its investigation of former Governor John Rowland.

"Beverly's background in all manner of litigation in the
entertainment industry and beyond will be a significant addition
to our robust abilities in this area," Mr. Deixler said.  "We are
very excited to integrate the practices of both Fred and Beverly
into our international platform and to get started on bringing
their knowledge and expertise to bear on behalf of our many
entertainment industry clients."

Mr. Bernstein and Ms. Frank come to Proskauer from the
Entertainment, Advertising and Media Practice Group of Manatt,
Phelps & Phillips, where Mr. Bernstein was a partner and co-chair
of the group.  Prior to joining Manatt, where he started his legal
career in 1976, Mr. Bernstein was the head of E-Studio
Network.com, an e-commerce website and communications platform for
film, television, and commercial production professionals, and
produced films independently through his company, Vertical
Pictures.  He also served as President of Columbia TriStar Motion
Picture Companies, overseeing the business and operations of
Columbia Pictures, TriStar Pictures, Sony Pictures Classics, Sony
Pictures Releasing, and Columbia TriStar Film Distributors
International.

Prior to Columbia TriStar, Mr. Bernstein was Senior Vice President
of MCA Motion Picture Group, where he managed the operations of
Universal Pictures and its affiliates.  Before joining MCA, he was
President of Worldwide Production for Columbia Pictures and Senior
Vice President of Business Affairs.  He began his career in the
film industry after leaving Manatt as an associate, serving as
Vice President of Business Affairs at Casablanca FilmWorks and
later Time-Life Films.  He attended the University of California,
Los Angeles, School of Law (J.D. 1976, Order of the Coif) and the
University of Pennsylvania (B.A. 1973, cum laude).

Mr. Bernstein is a member of the Executive Branch of the Academy
of Motion Picture Arts & Sciences, a member of the board of the
Jewish Community Foundation of Greater Los Angeles, and a founding
board member of the Performing Arts Theater of the Handicapped.
He is also the Chair of the Planning and Allocations Sub-committee
on Services to the Vulnerable for The Jewish Federation of Greater
Los Angeles.  Mr. Bernstein is an adjunct professor at the School
of Cinema-Television of the University of Southern California,
where he teaches a graduate seminar on the workings of the motion
picture business in the 21st Century.

Prior to joining Manatt, Ms. Frank was an associate in the
Litigation Department of Weil, Gotshal & Manges LLP and an
associate in the Litigation, Employment and Labor practice of
Vedder, Price, Kaufman and Kammholz.  In addition, she worked as a
law clerk to Judge Jillyn K. Schulze of the United States District
Court, District of Maryland, and a legal intern at the United
States Department of Education.  She is a graduate of George Mason
University School of Law and Georgetown University.

The Los Angeles office of Proskauer Rose delivers a full range of
sophisticated legal services on matters arising in California,
throughout the country and abroad.  Drawing on the breadth of the
firm's expertise, the office accesses the resources of the
attorneys throughout the firm's eight offices to provide the
highest quality of legal services to clients in the most efficient
manner.  Attorneys in the office are divided into three groups:
Corporate, Litigation and Dispute Resolution, and Labor and
Employment.

The firm's Entertainment Group serves as counsel for participants
in the global entertainment industry.  The firm provides a full
range of services involving: film production and distribution;
film finance; entertainment labor and employment relations;
entertainment contracts; copyright counseling; entertainment
litigation; corporate and secured transactions; intellectual
property policy development, legislative counseling, and
government liaison; trade secret counseling; trademark selection,
registration, and licensing; and copyright office and tribunal
practice.

                      About Proskauer Rose

Proskauer Rose LLP -- http://www.proskauer.com/-- founded in
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, internal corporate investigations, white
collar criminal defense, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Fitch Sets Up Distressed Recovery Ratings for Europe & US
-----------------------------------------------------------
Fitch Ratings launched Distressed Recovery ratings for US and
European structured finance transactions, affecting 977 distressed
and defaulted tranches.

Fitch Ratings Managing Director Marion Silverman disclosed, " The
DRs are designed to estimate recoveries on a forward-looking basis
for distressed and defaulted securities."

According to Managing Director Oliver Delfour, "Part of an effort
to provide an enhanced analytical approach to structured finance
securities which are rated in the B category and below and are
currently distressed or defaulted."

The new DRs will affect 60 commercial mortgage-backed securities
transactions, 64 asset-backed securities, 314 residential
mortgage-backed securities and 101 U.S. and European
collateralized debt obligation deals.  DRs are being implemented
after a consultation phase that has expired.

DRs will be issued on a scale of DR1 to DR6 to denote the range of
recovery prospects given a currently distressed or defaulted
security.

Fitch's DRs are:

   -- DR1: Outstanding recovery prospects in the event of
      default;

   -- DR2: Superior recovery prospects in the event of default;

   -- DR3: Good recovery prospects in the event of default;

   -- DR4: Average recovery prospects in the event of default;

   -- DR5: Below-average recovery prospects in the event of
      default; and

   -- DR6: Poor recovery prospects in the event of default.

In addition to the introduction of DRs, Fitch will no longer use
the D category in its LTCRs and will withdraw such ratings for
those securities where the security balance has been completely
written off or where the security's LTCR is currently C, the par
balance is greater than zero and no recovery is expected.  Fitch
also reserves the right to withdraw ratings when it is no longer
receiving information necessary to maintain a rating.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA - New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23, 2006
   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference
            Contact: 240-629-3300 or
            http://www.beardaudioconferences.com/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan - The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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.

                    *** End of Transmission ***