TCR_Public/060505.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, May 5, 2006, Vol. 10, No. 106

                             Headlines

ADELPHIA COMMS: Can Pay Unsec. Creditors $1.23 Bil. in Interest
ADELPHIA: Creditors Panel Wants Bank Lender Distributions Halted
AES EASTERN: S&P Affirms BB+ Rating on $625 Million Debts
AES IRONWOOD: S&P Affirms B+ Rating on $308.5 Mil. Sr. Sec. Bonds
AES RED OAK: S&P Affirms B+ Rating on $384 Million Sr. Sec. Bonds

AFFINITY GROUP: S&P Lowers Corporate Credit Rating to B from B+
ALLIED WASTE: Tenders Offer for $600MM of 8-7/8% Senior Notes
AMERISTAR CASINOS: Terminates Aztar Corporation Acquisition Bid
ATA AIRLINES: Inks Stipulation Settling Wells Fargo Bank's Claims
AVNET INC: Improved Performance Cues Fitch to Raise Ratings to BB+

AZTAR CORP: Ameristar Withdraws Proposed Acquisition of Aztar
BURGER KING: Expects to Get $425 Mil. from Initial Public Offering
C P FRANEY: Case Summary & 6 Largest Unsecured Creditors
CALPINE CORPORATION: Wants to Pay $646 Million First Lien Debt
CALPINE CORPORATION: New York Court Sets Aug. 1 as Claims Bar Date

CARSS FINANCE: S&P Puts Three Note Classes' Low-B Ratings on Watch
CATHOLIC CHURCH: Portland Sells St. Helens Property to Mr. Webster
CATHOLIC CHURCH: Parties Balk at Spokane's $45.7MM Settlement Bid
CHARTER COMMS: Fitch Lowers Convertible Sr. Notes' Rating to CCC
CLAUDE HARDING: Case Summary & 13 Largest Unsecured Creditors

DELPHI CORP: Workers Likely to Strike as CBA Rejection Looms
DEVON ENERGY: Chief Property Purchase Cues Fitch to Affirm Ratings
EASTMAN KODAK: Posts $298 Million First Quarter Loss
EASTMAN KODAK: Exploring Strategic Alternatives for Health Group
EASTMAN KODAK: Streamlines Operating Structure to Reduce Costs

ENTERGY NEW: Panel Wants Plantiffs' Certification Motion Denied
EYE CARE: Highmark Merger Cues S&P to Put B Rating on CreditWatch
FOAMEX INTERNATIONAL: Closes Three Manufacturing Facilities
FOAMEX INT'L: Secures Court Order Protecting Net Operating Losses
FOAMEX INTERNATIONAL: Court Approves Lamb Settlement Agreement

FOAMEX INT'L: Wants to Assume Penske and Rollins Truck Leases
INT'L GALLERIES: Ch. 11 Trustee Wants Case Converted to Chapter 7
IPAYMENT INC: S&P Puts B Rating on $575 Mil. Sr. Credit Facility
J.L. FRENCH: Files Plan of Reorganization and Disclosure Statement
J.P. MORGAN: S&P Downgrades Class M Certificates' Rating to CCC+

JABIL CIRCUIT: SEC Conducts Informal Inquiry on Option Grants
LASERSIGHT INC: Losses Prompt Auditor's Going Concern Doubt
LBI MEDIA: Posts $24.7 Million Net Revenues for 4th Quarter 2005
LEE JUDD: Case Summary & 9 Largest Unsecured Creditors
LEVEL 3 COMMS: Fitch Affirms CCC Rating & Revises Outlook to Pos.

LIFEPOINT HOSPITALS: Fitch Rates Sr. Sub. Convertible Notes at B
LORBER INDUSTRIES: Gets Okay to Hire Fineman West as Accountants
MARSH SUPERMARKETS: Inks Merger Agreement with Sun Capital Unit
MERIDIAN AUTOMOTIVE: Wants to Make Retiree Expenses Plan Compliant
MERIDIAN AUTOMOTIVE: Wants More Time to File Disclosure Statement

MERIDIAN AUTOMOTIVE: Seeks OK on Sept. 25 Lease Decision Deadline
MQ ASSOCIATES: Earns $14.5 Million During Year Ended Dec. 31, 2005
MUSICLAND HOLDING: To Pay Postpetition Debts to Licensing Venture
MUSICLAND HOLDING: Walks Away from 24 Contracts & Leases
NORTHWEST AIRLINES: Pilots Approve $358 Million Pay Cuts

OWENS CORNING: Balance Sheet Upside-Down by $8.09 Bil. at March 31
OWENS CORNING: Equity Holders Press for Equity Panel Appointment
PREDIWAVE CORP: Taps Latham & Watkins as Bankruptcy Counsel
PROCARE AUTOMOTIVE: Monro Muffler Acquires 75 ProCare Locations
PROCARE AUTOMOTIVE: Debt Acquisition Buys $42,787 of Claims

PUREBEAUTY INC: Gets Interim Access to $4-Million DIP Facility
PUREBEAUTY INC: Section 341(a) Meeting Scheduled for May 23
R&D CARPET: Case Summary & 20 Largest Unsecured Creditors
RAPID PAYROLL: Case Summary & 20 Largest Unsecured Creditors
REPUBLIC STORAGE: Seeks Court OK for $10 Million DIP Financing

REPUBLIC STORAGE: Selects Newmarket as Financial Consultants
RIO VISTA: Burton Mccumber Raises Going Concern Doubt
S.N.C. SUMMERSUN: Chapter 15 Petition Summary
SAINT VINCENTS: Court Approves Novare as Claims Administrator
SAINT VINCENTS: Court Authorizes Tort Committee Appointment

SAINT VINCENTS: Nurses Oppose Certain Labor Agreement Amendments
SEA CONTAINERS: Expects Going Concern Opinion in Delayed 10-K
SEA CONTAINERS: Arbitrator Wants GE Paid Back for Service Breaches
SEARS HOLDINGS: Stewart and Neger to Lead Kmart's Apparel Line
SERACARE LIFE: U.S. Trustee Picks 3-Member Creditors' Committee

SERACARE LIFE: Ad Hoc Equity Panel Calls for Official Appointment
SIMON WORLDWIDE: BDO Seidman Raises Going Concern Doubt
SOUTHERN COPPER: Fitch Ups Issuer Default Rating to BBB- from BB+
STONEYBROOK APARTMENTS: Voluntary Chapter 11 Case Summary
SYLVEST FARMS: USBA Asks for Creditors' Committee Appointment

SYLVEST FARMS: Section 341 Meeting Set for May 23
TRUMP ENT: Ct. Closes DLJ Merchant Adversary Case After Settlement
TRUMP ENT: Franklin Mutual Beneficially Owns 18.9% Equity in Trump
TRUMP ENT: Names R. Krause as Trump Taj Mahal General Manager
UNITED AIRLINES: To Merge Airport Operations and Cargo Divisions

VALENTINE PAPER: Louisiana Court Approves Disclosure Statement
W.R. GRACE: Balance Sheet Upside-Down by $593.2 Mil. at March 31
W.S. LEE: Court Gives Final Nod on $2.5 Million DIP Financing
W.S. LEE: Gets Court's Final Approval to Access Cash Collateral
W.S. LEE: Section 341 Creditors' Meeting Slated for May 25

WBE COMPANY: Court Grants Temporary Use of Cash Collateral
WESTPORT COMMUNITY: Case Summary & 5 Largest Unsecured Creditors
WHEELING ISLAND: Earns $16.9 Million in Year Ended Dec. 31, 2005
WILLIAM RODMAN: Voluntary Chapter 11 Case Summary
WISE METALS: Incurs $21.6 Million of Net Loss in Full Year 2005

* BOOK REVIEW: The Rise of Today's Rich and Super-Rich

                             *********

ADELPHIA COMMS: Can Pay Unsec. Creditors $1.23 Bil. in Interest
---------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
obtained approval from the U.S. Bankruptcy Court for the Southern
District of New York to pay $1.23 billion in interest to unsecured
creditors under their Modified Fourth Amended Plan of
Reorganization, Bloomberg News reports.

Judge Gerber said that the interest payments were fair and
appropriate for creditors who have waited to get paid since ACOM
filed for bankruptcy in June 2002, according to Tom Becker at
Bloomberg.

"I think it would be an abuse of my discretion to deny the
payment of pendency interest here," Mr. Becker quotes Judge
Gerber as saying at a hearing last week.

Bloomberg notes that under the terms of the plan, ACOM will pay
unsecured creditors interest at a non-default rate ranging from
6% to 11.875%, depending on the nature of the claim.  Judge
Gerber also authorized ACOM to pay its trade creditors 8%
interest on their claims.

The ACOM Debtors relate that a number of parties-in-interest have
filed confirmation objections and motions relating to the
appropriate rate of interest, if any, that should accrue on
allowed unsecured claims under the Debtors' Fourth Amended Joint
Plan of Reorganization.

The holders of the Term Note issued by Ft. Myers Acquisition
Limited Partnership in the outstanding principal amount of
$108,000,000 as of the Petition Date and secured by an interest
in Olympus Communications, L.P., tell Judge Gerber that although
classified as a secured claim, the FPL Note Claims may now be
treated as an unsecured claim considering that the ACOM Debtors'
Modified Fourth Amended Joint Plan of Reorganization creates
uncertainty about how the Ft. Myers Noteholders' claim will be
treated.

The Ft. Myers Noteholders ask the Court to clarify that any
relief granted with respect to the unsecured creditors'
entitlement to pendency interest will have no evidentiary value
or preclusive effect with respect to the Ft. Myers Noteholders'
entitlement, as secured creditors, to postpetition interest, fees
and expenses under Section 506(b) of the Bankruptcy Code or
otherwise.

To the extent that the Ft. Myers Noteholders' claim is treated as
an unsecured claim, the Ft. Myers Noteholders join in the
arguments made by certain unsecured creditors regarding the
entitlement to and rate of postpetition interest on unsecured
claims.

The Ad Hoc Committee of ACC Senior Noteholders asserts that no
postpetition interest is payable because, among others:

    a. the payment of postpetition interest to some but not all
       unsecured creditors would be unfair and inequitable;

    b. rejection of the Plan does not entitle an unsecured
       creditor to postpetition interest at the contract rate;

    c. there is no basis for the payment of contract, default or
       compound interest; and

    d. the "settlement" with the unsecured claims of "trade"
       creditors is inappropriate.

The Official Committee of Equity Security Holders supports all of
the ACC Committee's arguments.

The Equity Committee emphasizes that:

    a. the ACOM Debtors do not have sufficient assets to pay all
       creditors the full principal amount of their allowed claims
       on the Effective Date, thus it is neither fair nor
       equitable to pay postpetition interest to any unsecured
       creditors; and

    b. if the Court finds that unsecured creditors are entitled to
       postpetition interest, that interest should only be paid at
       the federal judgment rate, which is the "legal rate."

On the other hand, the Ad Hoc Committee of Arahova Noteholders
asserts that:

    a. the unsecured creditors of solvent bankruptcy estates are
       entitled to postpetition interest on their claims because:

       -- the solvency exception is applicable to the ACOM
          Debtors' Case; and

       -- equitable considerations do not weigh against the
          payment of postpetition interest;

    b. the Arahova Noteholders are entitled to postpetition
       interest at the rate specified in their governing
       indentures because:

       -- interest on the Arahova Notes continues to accrue
          postpetition;

       -- equity has no basis to object to the contract interest
          payment;

       -- the Second Circuit has not adopted the federal judgment
          rate approach; and

       -- payment of interest to Arahova Noteholders at the
          contract rate is required to satisfy the fair and
          equitable test pursuant to Section 1129(b)(2)(B) of the
          Bankruptcy Code;

    c. the Arahova Noteholders are entitled to compound interest
       pursuant to their governing indentures; and

    d. the Plan must provide for postpetition interest accruing
       from the Petition Date through the Effective Date.

U.S. Bank National Association, as indenture trustee, supports
the Arahova Committee's arguments.

                       ACOM Debtors' Statement

According to Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher,
in New York, the Modified Plan gives effect to the state law
expectations and entitlements of structurally senior creditors,
with due regard to equitable considerations and the circumstances
through the limitation of those rights to:

    -- contractual simple interest for holders of Notes Claim; and

    -- 8% simple interest for holders of Trade Claims and other
       unsecured claims.

The ACOM Debtors believe that the Modified Plan strikes the
appropriate balance between those creditors arguing for full
compound or default rate interest and those arguing that no
interest should accrue at all.

Mr. Shalhoub asserts that the ACOM Debtors' approach on the
interest calculations set in the Modified Plan is fair because it
does not ignore, as some of the objections do, the structural
seniority of creditors of solvent subsidiary Debtors that have
not been substantially consolidated with structurally junior
Debtors.

                  About Adelphia Communications

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


ADELPHIA: Creditors Panel Wants Bank Lender Distributions Halted
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Adelphia Communications Corporation and its
debtor-affiliates asks the U.S. Bankruptcy Court for the Southern
District of New York to hold back the distributions to be made to
the prepetition bank lenders under the ACOM Debtors' Modified
Fourth Amended Joint Plan of Reorganization.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, relates that the ACOM Debtors are parties to
several prepetition credit facilities with respect to which the
Banks have alleged claims for more than $6,800,000,000 in
principal plus additional amounts on account of fees, expenses,
alleged claims for additional interest and supposed
indemnification rights.

The Creditors Committee notes that the ACOM Debtors' Plan cannot
be confirmed to the extent that it provides for Banks to be paid
in full in cash immediately on the Effective Date because:

    -- the Bank Claims are vigorously disputed and the Banks do
       not have allowed claims; and

    -- the Banks are not entitled to receive distributions
       pursuant to Section 502(d) of the Bankruptcy Code because
       they have failed to return alleged avoidable transfers to
       the estates.

Mr. Friedman relates that the ACOM Debtors have not sought to
impose a holdback on account of the disputed Bank Claims in their
Plan because in April 2005, they entered into a settlement
agreement with the United States and the Rigases.  Pursuant to
the Agreement, the ACOM Debtors will not seek to withhold plan
distributions on the basis of the claims brought against the
Banks in an adversary proceeding.  Thus, other parties-in-
interest have been assigned the task of assuring that the Banks
do not improperly receive distributions in violation of Section
502(d) and that the Plan does not remain doomed ab initio for
providing for distributions to be made in respect of disallowed
claims.

The Creditors Committee asserts that billions of potentially
irretrievable dollars must not be permitted to leave the control
of the estate before the validity and priority of the Bank Claims
have been adjudicated.

                  About Adelphia Communications

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


AES EASTERN: S&P Affirms BB+ Rating on $625 Million Debts
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB+' rating on
AES Eastern Energy L.P.'s $550 million pass-through certificates
and $75 million working-capital facility.  The outlook is stable.
     
AEE is a wholly owned subsidiary of AES New York Funding LLC and
AES NY2, which are wholly owned by The AES Corp. (AES; BB-
/Stable/--).  AEE owns and operates four coal-fired generation
assets, representing 1,268 MW of electric generation capacity in
western New York.
     
The 'BB+' rating on AEE's $550 million pass-through certificates
due 2029 and on its $75 million bank loan reflects AEE's stand-
alone credit quality.  It is also constrained at a level one notch
above its current rating by the rating of its 100% owner, AES.  In
most circumstances, Standard & Poor's will not rate the debt of a
wholly owned subsidiary higher than the rating of the parent.
However, exceptions can be made, and were in this case, up to a
maximum of three notches, based on structural enhancements that
insulate the subsidiary from a bankruptcy at the parent.  This
assumes that the entity's stand-alone credit quality supports such
elevation.
      
"The stable outlook on AEE reflects the expectation that the
plants will continue to operate adequately and service debt," said
Standard & Poor's credit analyst Scott Taylor.  "A sustained drop
in commodity prices or increasing environmental-compliance costs
could lead to a negative outlook or downgrade, and greater
certainty regarding future environmental-compliance costs and
longer-term hedging could lead to a positive outlook or upgrade,"
he continued.


AES IRONWOOD: S&P Affirms B+ Rating on $308.5 Mil. Sr. Sec. Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
AES Ironwood LLC's $308.5 million senior secured bonds (about $288
million outstanding as of December 2005) and revised its outlook
to stable from positive.  The outlook revision follows Standard &
Poor's annual review of the project.
     
AES Ironwood is a 705 MW combined-cycle, natural-gas-fired
generating station in South Lebanon Township, Pennsylvania, that
sells its entire capacity and energy to Williams Power Co. Inc.
(formerly known as Williams Energy Trading and Marketing Co.), a
subsidiary of The Williams Cos. Inc. (Williams; B+/Positive/B-2),
through a 20-year purchase-power obligations of Williams Power
under the purchased-power agreement.

The rating on AES Ironwood cannot be higher than that of Williams
because in the absence of the PPA, the project would have to
operate under merchant conditions and would likely not be able to
service its debt in a timely manner.  The stable outlook reflects
Standard & Poor's view that even if it did raise the rating on
Williams, the rating on the project would remain 'B+' due to the
inherent risks of the project.

Specifically, key risks include:

   * historically low debt service coverage, which may be below 1x
     in years of high capital-expenditure needs;

   * a history of disputes with the offtaker; and

   * merchant risk during the last four years of the bond term.
      
"The stable outlook reflects Standard & Poor's view of continued
moderate performance, with debt service coverage slightly above
1x, over the foreseeable future," said Standards & Poor's credit
analyst Scott Taylor.

The project rating will be tied to Williams' rating on the
downside (i.e., if Williams fell below 'B+', AES Ironwood's debt
rating would fall).  Disputes regarding availability bonuses and
fuel conversion payments, while time consuming, should not
threaten solvency.

"Sustained operating problems could affect capacity revenue, which
would negatively affect the rating or outlook, but improving
market conditions that result in better financial performance
could lead to a positive outlook," Mr. Taylor continued.


AES RED OAK: S&P Affirms B+ Rating on $384 Million Sr. Sec. Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
AES Red Oak LLC's $384 million senior secured bonds (about $365
million outstanding as of December 2005) and revised its outlook
to stable from positive.  The outlook revision follows Standard &
Poor's annual review of the project.
     
AES Red Oak is a combined-cycle, natural gas-fired generation
station in Middlesex County, New Jersey, with a nameplate capacity
of 830 MW.  It is 100% indirectly owned by The AES Corp. (AES; BB-
/Stable/--), and sells its capacity and energy to Williams Power
Co. Inc. under a 20-year, purchased-power agreement.

The Williams Cos. Inc. (Williams; B+/Positive/B-2) guarantees
Williams Power's obligations under the PPA.  AES Sayreville LLC, a
wholly owned subsidiary of AES Red Oak, operates the project.
     
The rating on AES Red Oak's bonds is constrained by the rating on
Williams because in the absence of the PPA, the project would be
forced to operate under merchant conditions and would likely be
unable to service its debt in a timely manner.  The stable outlook
reflects Standard & Poor's view that even if it did raise the
rating on Williams, the rating on the project would remain 'B+'
due to the inherent risks of the project.  

Specifically, key risks include:

   * a historically low debt service coverage ratio, which may be
     below 1x in years of high capital-expenditure needs;

   * a history of disputes with counterparties; and

   * merchant risk during the last eight years of the bond term.
      
"The stable outlook reflects Standard & Poor's view of continued
stable performance, albeit at debt service coverage slightly above
1x, over the near to medium term," said Standard & Poor's credit
analyst Scott Taylor.

The project rating will be tied to Williams' rating on the
downside (i.e., if Williams ratings fell below 'B+', AES Red Oak's
debt rating would fall).  Standard & Poor's will continue to
monitor the litigation and its credit effect, but does not expect
it to be resolved in 2006.

"For the rating to move up, it would need to resolve its
outstanding disputes and improve its DSCR, in addition to Williams
being rated higher," he continued.

A rating downgrade would occur, if disputes continue to pile up or
the facility begins to generate negative cash flow.


AFFINITY GROUP: S&P Lowers Corporate Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., including lowering the corporate credit ratings to 'B' from
'B+'.  The outlook is stable.  Total debt outstanding was $412.7
million as of Dec. 31, 2005.
     
At the same time, Standard & Poor's affirmed its 'B+' bank loan
rating (one notch higher than the 'B' corporate credit rating) and
assigned a recovery rating of '1' to Affinity Group Inc.'s
$146 million credit facility, indicating the expectation of full
recovery of principal in the event of a payment default.  The
original size of the credit facility was $175 million; the
reduction in the size of the credit facility results from
amortization payments and some debt paydowns since 2003.
     
"The downgrade is based on our expectation of soft retail
performance in late 2005 and weak discretionary cash flow in
2006," said Standard & Poor's credit analyst Andy Liu.  "These
developments would reduce the likelihood that Affinity Group will
reduce its debt."
     
The ratings reflect:

   * weak operating performance at Affinity Group's Camping World
     stores;

   * soft membership trends at private recreational vehicle resort
     network and golf discount clubs; and

   * high lease-adjusted debt leverage.

These factors are only modestly offset by the company's good
competitive position in its core RV clubs and publishing niches.
     
Affinity Group is a direct marketing firm and retailer targeting
North American RV owners and outdoor enthusiasts.  Through its
membership operations, Affinity Group markets products and
services relevant to RV owners.  The company's retail business
consists of a chain of 44 Camping World stores, mail order
catalogs, and Web sites.


ALLIED WASTE: Tenders Offer for $600MM of 8-7/8% Senior Notes
-------------------------------------------------------------
Allied Waste Industries, Inc.'s wholly owned subsidiary, Allied
Waste North America, Inc., is commencing a tender offer to
purchase any and all of its $600 million in aggregate principal
amount of outstanding 8-7/8% senior notes due 2008 through a cash
tender offer with the proceeds from a concurrent private placement
of $600 million in aggregate principal amount of Senior Notes due
2016.

The senior notes being offered by AWNA in the Notes Offering will
not be registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  The senior notes are being offered only to
qualified institutional buyers under Rule 144A and outside the
United States in compliance with Regulation S under the Securities
Act.

The Tender Offer will expire at 11:59 p.m., New York City time, on
May 31, 2006, the expiration date.  Under the terms of the Tender
Offer, holders of the 2008 Notes who validly tender and do not
validly withdraw their 2008 Notes and consents prior to 5:00 p.m.,
New York City time, on May 16, 2006, the consent date, will
receive the total consideration, which is equal to the tender
consideration plus an amount equal to $12.50 per $1,000 principal
amount of 2008 Notes, or the consent payment.  The tender
consideration is equal to:

     (i) the sum of the present values of the remaining scheduled
         payments of principal and interest on the 2008 Notes
         discounted to maturity on a semi- annual basis at the
         applicable treasury yield plus 50 basis points, minus

    (ii) accrued and unpaid interest to, but not including, the
         early settlement date (which will promptly follow the
         consent date, as defined below), minus

   (iii) the consent payment.

Holders who validly tender their 2008 Notes prior to the
expiration date will only receive the tender consideration.

In both cases, holders whose 2008 Notes are purchased in the
Tender Offer will also be paid accrued and unpaid interest from
the most recent interest payment date on the 2008 Notes to, but
not including, the applicable settlement date.  It is expected
that the early settlement date will be May 17, 2006, and the final
settlement date will be June 1, 2006.

In connection with the Tender Offer, AWNA is soliciting the
consents of holders of the 2008 Notes to certain proposed
amendments to the indenture governing the 2008 Notes.  The primary
purpose of the Consent Solicitation and proposed amendments is to
eliminate substantially all of the restrictive covenants and
certain events of default and reduce the required notice period
contained in the optional redemption provision of the indenture.

The Tender Offer is contingent upon the satisfaction of certain
conditions, including:

     (a) the Notes Offering having been consummated, including the
         raising of approximately $600 million in gross proceeds
         by AWNA from the Notes Offering, and

     (b) the receipt of requisite consents in order to adopt the
         proposed amendments to the indenture governing the 2008
         Notes.

If any of the conditions are not satisfied, AWNA is not obligated
to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered 2008 Notes, and may even
terminate the Tender Offer.  Full details of the terms and
conditions of the Tender Offer and Consent Solicitation are
included in AWNA's offer to purchase and consent solicitation,
dated May 3, 2006.

Requests for documents may be directed to the Information Agent
at:

     D.F. King & Co., Inc.
     Telephone (800) 848-2998 or 212-269-5550
    
UBS Investment Bank and Citigroup Corporate and Investment Banking
will each act as Dealer Manager for the Tender Offer and
Solicitation Agent for the Consent Solicitation.  Questions
regarding the Tender Offer and Consent Solicitation may be
directed to either:

     UBS Investment Bank
     Telephone (888) 722-9555 ext. 4210

              or

     Citigroup Corporate and Investment Banking
     Telephone (800) 558-3745

                  About Allied Waste Industries

Based in Scottsdale, Arizona, Allied Waste Industries, Inc.
(NYSE: AW) -- http://www.investor.alliedwaste.com/-- provides  
collection,  recycling and disposal services to residential,
commercial and industrial customers in the United States.  As of
Dec. 31, 2005, the Company operated a network of 310 collection
companies, 166 transfer stations, 169 active landfills and 57
recycling facilities in 37 states and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Moody's Investors Service affirmed the long-term debt ratings of
Allied Waste North America, Inc., along with its wholly owned
subsidiary, Browning-Ferris Industries, Inc., and its parent
company Allied Waste Industries, Inc., and raised the outlook to
stable from negative.  At the same time Moody's affirmed the
Corporate Family Rating of B2.


AMERISTAR CASINOS: Terminates Aztar Corporation Acquisition Bid
---------------------------------------------------------------
Ameristar Casinos, Inc., informed Aztar Corporation that it has no
intention to pursue an acquisition of Aztar at this time.

Ameristar's last bid for Aztar was $47 per share on April 25,
2006.  But Pinnacle Entertainment, Inc., and Wimar Tahoe
Corporation offered more for Aztar's shares.

On April 28, 2006, Aztar and Pinnacle amended their merger
agreement 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.

As reported in the Troubled Company Reporter on May 3, 2006, Aztar
Corp.'s Board of Directors determined that the acquisition offer
from Wimar, dba Columbia Entertainment, the gaming affiliate of
Columbia Sussex Corporation, was a superior proposal.  Columbia
offered to 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.

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'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.

                     About Ameristar Casinos

Based in Las Vegas, Nevada, Ameristar Casinos, Inc. (Nasdaq: ASCA)
-- http://www.ameristarcasinos.com/-- engages in the development,  
ownership, and operation of casinos and related entertainment
facilities in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service revised the ratings outlook of Ameristar
Casinos, Inc., to developing from positive following the company's
announcement that it made an unsolicited cash bid to acquire Aztar
Corp.

Moody's previous rating action on Ameristar took place on
Aug. 17, 2005 and was related to the assignment of a Ba3 rating to
the company's $1.2 billion senior secured credit facilities and a
revision of the ratings outlook to positive from stable.


ATA AIRLINES: Inks Stipulation Settling Wells Fargo Bank's Claims
-----------------------------------------------------------------
Wells Fargo Bank Northwest, National Association, serves as:

    * successor trustee to First Security Bank, N.A., under the
      Indenture and First Supplemental Indenture, each dated
      December 11, 1998, with ATA Holdings Corp., formerly known
      as Amtran, Inc., pursuant to which the ATA Holdings Corp
      9-5/8% Senior Notes Due 2005 were issued;

    * trustee under the Indenture dated January 30, 2004, with
      ATA Holdings pursuant to which the ATA Holdings Corp. 13%
      Senior Notes Due 2009 were issued; and

    * trustee under the Indenture dated January 30, 2004, with ATA
      Holdings pursuant to which the ATA Holdings Corp. Senior
      Notes Due 2010 were issued.

On the Petition Date, these amounts -- interest and principal --
were outstanding under the Notes:

          Notes               Amount
          -----               ------
        2005 Notes       $20,705,661
        2009 Notes      $168,069,158
        2010 Notes      $115,096,648
        Total           $303,871,468

Pursuant to the Indentures, Wells Fargo filed proofs of claim
against ATA Airlines, Inc., on behalf of the holders of the Notes:

          Claim               Amount
          -----               ------
          2032           $20,705,661
          1914          $168,069,158
          1899          $115,096,648

Concurrently, Wells Fargo filed identical claims against each of
the other Reorganizing Debtors, all arising out of the same
primary obligation:

    -- Claim Nos. 1953, 2034, 2036 and 2037 for Claim No. 2032;

    -- Claim Nos. 1920, 1915, 1917 and 1918 for Claim No. 1914;
       and

    -- Claim Nos. 1898, 1901, 1903 and 1904 for Claim No. 1899.

Following arm's-length negotiation between the Reorganizing
Debtors and Wells Fargo, the parties stipulate and agree that:

    (a) Claim Nos. 2032, 1914 and 1899 will be allowed as filed;

    (b) The allowance of an individual Noteholder's Claim will be
        either as a Class 7 Claim or a Class 6 Claim dependent on
        the amount of the Claim held by a Noteholder and the
        Noteholder's election, if any; and

    (c) Claim Nos. 1953, 2034, 2036, 2037, 1920, 1915, 1917, 1918,
        1898, 1901, 1903 and 1904 will be disallowed in their
        entirety.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AVNET INC: Improved Performance Cues Fitch to Raise Ratings to BB+
------------------------------------------------------------------
Fitch Ratings upgraded Avnet Inc.'s:

   -- Issuer Default Rating to 'BB+' from 'BB'
   -- Senior unsecured notes to 'BB+' from 'BB'
   -- Senior unsecured bank credit facility to 'BB+' from 'BB'

Fitch's action affects approximately $1.2 billion of debt
securities.  The Rating Outlook remains Positive.

The rating actions and Positive Rating Outlook reflect Fitch's
expectations that Avnet's improved and less volatile operating
performance, annual free cash flow, and conservative financial
policies will continue beyond the near-term, resulting in more
stable (although still low) profitability and credit protection
measures, as well as free cash flow available for debt reduction.

Although visibility for the semiconductor market remains a
concern, organic revenue growth in calendar year 2006 should be
approximately 2-3x worldwide gross domestic product, driven by a
healthy supply and demand balance across Avnet's businesses and
geographies.  Avnet's operating results should become less
volatile over time, as the company increases its geographic, end
market, and customer diversification by taking share of the
Asia-Pacific (APAC) components market (approximately 18% of
consolidated revenues for the latest 12 months ended Mar. 31,
2006) and growing its technology solutions business (expected to
represent less than 40% of consolidated revenues going forward).

Avnet's operating results for the quarter ended March 31, 2006,
exceeded Fitch's expectations, as quarterly organic sales
increased 9% year-over-year, representing Avnet's 13th consecutive
quarter of positive year-over-year revenue growth.  Profitability
continued to expand, driven by greater than anticipated synergies
related to the integration of The Memec Group Holdings, Inc.
Avnet's operating profit margin increased to 3.3% for the LTM
ended March 31, 2006, from 3% for the comparable year ago period.
Fitch expects operating EBIT margins will reach 3.5% for fiscal
year 2006 and remain at or above this level in FY 2007.

Due to expectations for 30% revenue growth in FY 2006 (the
majority of which is due to the aforementioned Memec Acquisition),
Fitch expects Avnet to use approximately $200 million of cash for
the full fiscal year to support working capital.  Nonetheless,
embedded into the rating and Rating Outlook is Fitch's expectation
that Avnet will maintain its working capital efficiency metrics at
near current levels, enabling the company to generate annual free
cash flow of $100 million to $200 million for FY 2007 and beyond
as sales expectations moderate.

Due to a more disciplined competitive environment, Avnet has
succeeded in maintaining lower inventory levels and a working
capital to sales ratio of approximately $0.18 for the last three
years, versus $0.26 for FY 2002.  As a result, Avnet generated
more than $1 billion of free cash flow while growing sales in
excess of 10% from 2002 through the quarter ended March 31, 2006.
On a normalized basis, Fitch believes the components distributors
can grow sales at rates of up to 10% without using cash from
operations.  In addition, the components distributors generate
significant cash from operations in a declining sales environment
by unwinding inventories, as occurred during the information
technology downturn of 2001-2002.

Fitch also expects that Avnet will use a portion of annual free
cash flow for debt reduction over the next few years, consistent
with Fitch's belief that components distributors do not require
long-term debt to operate, particularly given Avnet's solid
liquidity position and aforementioned free cash flow profile.
Avnet faces the maturity of approximately $145 million of senior
notes in November 2006, the majority of which Fitch expects the
company will repay with available cash.  Avnet's still substantial
long-term debt along with that of its main competitor, Arrow
Electronics, Inc. (rated 'BB+' with a Positive Outlook by Fitch),
reflects both companies' significant historical consolidation
activity.

While recognizing Avnet's dominant market share in North America
and European components markets as a result of this consolidation,
Fitch believes that the company's use of a similar strategy to
consolidate APAC components markets or European computer products
markets could result in pressured ratings.  Nonetheless,
anticipated debt reduction in conjunction with more consistent
profitability should result in ongoing strengthening of credit
protection measures.  Fitch expects total debt adjusted for rent
expense to operating EBITDAR will be below 3.0x compared with 3.0x
for the LTM ended March 31, 2006, and 3.8x for the year ago
period.  Operating EBITDA to interest expense should continue to
exceed 5.0x after improving to more than 5.4x in the LTM period
from 4.6x in the prior year period.

As of March 31, 2006, liquidity was sufficient to meet near-term
maturities and was supported by:

   * cash and cash equivalents of approximately $200 million;

   * an undrawn $500 million senior unsecured revolving credit
     facility expiring October 2010; and

   * an undrawn $450 million accounts receivable securitization
     facility expiring August 2006.

Annual free cash flow of $100 million to $200 million is also
expected to support liquidity going forward, although embedded
into the ratings is Fitch's expectation that Avnet will continue
to use free cash flow to fund smaller acquisitions.  

Total debt was approximately $1.3 billion as of March, 31, 2006,
consisting primarily of:

   * approximately $145 million of 8% senior notes due 2006;

   * $475 million of 9.75% senior notes due 2008;

   * $250 million of 6% senior notes due 2015;

   * $300 million of 2% convertible senior debentures due 2034;
     and

   * approximately $130 million of borrowings under various credit
     facilities.


AZTAR CORP: Ameristar Withdraws Proposed Acquisition of Aztar
-------------------------------------------------------------
Aztar Corporation received information from Ameristar Casinos,
Inc., that Ameristar has no intention to pursue an acquisition of
Aztar at this time.

Ameristar's last bid for Aztar was $47 per share on April 25,
2006.  But Pinnacle Entertainment, Inc., and Wimar Tahoe
Corporation offered more.

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.

But, on May 1, 2006, Aztar Corp.'s Board of Directors determined
that the acquisition offer from Wimar, dba Columbia Entertainment,
the gaming affiliate of Columbia Sussex Corporation, was a
superior proposal.  Columbia offered to 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.

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'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 Ameristar Casinos

Based in Las Vegas, Nevada, Ameristar Casinos, Inc. --
http://www.ameristarcasinos.com/-- engages in the development,    
ownership, and operation of casinos and related entertainment
facilities in the United States.

                     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.


BURGER KING: Expects to Get $425 Mil. from Initial Public Offering
------------------------------------------------------------------
Burger King Holdings expects proceeds of $425 million from selling
around 19% of the company's shares as it oiled up terms of its
planned initial public offering.  

Burger King plans to sell 25 million shares in the IPO at a price
range of $15 to $17 a share.  At $16 per share, Burger King would
have a market capitalization of $2.1 billion and a $3.1 billion
enterprise value.  

According to The Deal, these underwriters have an option to buy up
to 3.75 million more shares:  

   * J.P. Morgan Chase & Co.,
   * Citigroup Inc.,
   * Goldman Sachs & Co.,
   * Morgan Stanley,
   * Wachovia Securities LLC,
   * Bear, Stearns & Co.,
   * Credit Suisse Group,
   * Lehman Brothers Inc., and
   * Loop Capital Markets LLC.

Jeffrey Small, Esq., and Deanna Kirkpatrick, Esq., at Davis Polk &
Wardwell represent the Company.  William F. Gorin at Cleary
Gottlieb Steen & Hamilton LLP advise the underwriters.

Private equity firms Texas Pacific Group, Bain Capital and
Goldman Sachs Capital Partners would gain 270% of their
investment on Burger King if the IPO goes as planned.  The
trio bought the Company in 2002 for $620 million in equity
infusion and $750 million in debt placement.

Proceeds from the sale will be used to cover debt and pay the
owning partners a dividend.  The offering would dilute the owners'
stake in the company from 95% to 77.1% of total shares owned.

                        About Burger King

The Burger King -- http://www.burgerking.com/-- operates more   
than 11,000 restaurants in more than 60 countries and territories
worldwide.  Approximately 90% of Burger King restaurants are owned
and operated by independent franchisees, many of them family-owned
operations that have been in business for decades.  Burger King
Holdings Inc., the parent Company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific Group,
Bain Capital and Goldman Sachs Capital Partners.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Moody's Investors Service assigned a Ba2 rating to Burger King
Corporation's proposed $350 million senior secured term loan B
add-on facility.  Moody's also affirmed the company's Ba2
corporate family rating as well as the Ba2 rating assigned to
BKC's:

   * $250 million senior secured term loan A;
   * $750 million senior secured term loan B; and
   * $150 million senior secured revolving credit facility.  

In addition, Moody's changed the outlook for BKC to negative from
stable.

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Burger King Corp.'s proposed $350 million add-on to its existing
secured term loan B, which matures in 2012.   The recovery rating
on the company's $1.496 billion credit facility was lowered to '3'
from '2'.  The rating and recovery rating indicate the expectation
for meaningful (50%-80%) recovery of principal in the event of a
payment default.  At the same time, Standard & Poor's placed its
ratings on Burger King, including the 'B+' corporate credit and
bank loan ratings, on CreditWatch with positive implications.


C P FRANEY: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: C P Franey LLC
        11145 Sunshine Terrace
        Studio City, California 91604

Bankruptcy Case No.: 06-10645

Chapter 11 Petition Date: May 4, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: William H. Brownstein, Esq.
                  William H. Brownstein & Associates
                  1250 Sixth Street, Suite 205
                  Santa Monica, California 90401-1637
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581

Total Assets: $2,340,000

Total Debts:  $2,599,811

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Ben Sumpter                      Contractor Services      $43,000
8535 Fale Avenue
West Hills, CA 91304

Charles Bell                     Project Manager          $33,667
19326 Ventura Boulevard
Suite 200
Tarzana, CA 91356

Silvestre Ornelas                Architectural Claims     $28,600
7122 1/2 Topanga Cyn #D
Canoga Park, CA 91303

Brady Richardson                 Accounting Services      $18,640

John Edwards                     Land Consultant          $11,800

Mark S. Branner, Esq.            Attorney Fees             $8,900


CALPINE CORPORATION: Wants to Pay $646 Million First Lien Debt  
--------------------------------------------------------------
Calpine Corporation and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to repay up to $646,110,000 -- the entire amount of
outstanding principal -- of their first lien debt.

Calpine Corp. issued $785,000,000 of 9.625% first priority senior
secured notes due 2014.  Since commencing their reorganization
cases, the Debtors have indicated they will seek to pay the
principal of their first lien debt.

The Debtors will use the $852,000,000 proceeds from the domestic
oil and natural gas reserves and related assets they sold in July
2005, for the planned repayment.  Pursuant to the indenture
governing the first lien debt, the Debtors deposited the sale
proceeds into a designated control account.  The balance of the
sale proceeds in the control total $412,000,000, as of
April 17, 2006.

The noteholders of the debt have objected to the planned repayment
to the extent the Debtors do not intend to also satisfy the
lenders' demand for a "make-whole" premium payment.

The Debtors do not believe that the proposed repayment triggers
any make-whole obligation.  Nevertheless, they believe that
immediate repayment of the first lien debt principal - while
postponing any litigation of the make-whole issue until a later
date -- would significantly benefit their estates while effecting
no prejudice to the noteholders.

The planned repayment would halt the Debtors' continued losses.  
Samuel M. Greene, managing director of Miller Buckfire, the
Debtors' financial advisor and investment banker, relates that
the sale proceeds the Debtors propose to use to repay the first
lien debt principal is earning interest at an average rate of
4.42%, much lower than the interest rate on the first lien debt.
The negative arbitrage is causing a "loss" to the Debtors'
estates of $413,000 per week, Mr. Greene relates.

The Debtors may seek approval to borrow up to an additional
$233,700,000 from their DIP facility to repay the remainder of
the first lien debt principal, Mr. Greene notes.  Because the
interest rate under the DIP loan is 7.9%, doing so would "save"
the Debtors' estates $77,500 each week.

In addition, the Debtors are required under the Final Cash
Collateral Order to pay the first lien noteholders' counsel and
advisor fees.  Thus, allowing the Debtors to pay down their first
lien debt principal would reduce about $350,000 in administrative
expenses they incur each month in paying for the fees of the
noteholders' professionals, Mr. Greene says.

The Debtors assure the Court that the first lien noteholders
would suffer no disadvantage by deferring any resolution of the
make-whole premium demand because all parties-in-interest would
retain all rights to litigate the issue fully at a later date.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with    
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORPORATION: New York Court Sets Aug. 1 as Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set 5:00 p.m., on Aug. 1, 2006, as the deadline for all creditors
owed money by Calpine Corporation and its debtor-affiliates on
account of claims arising prior to Dec. 20, 2005, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
Aug. 1 claims bar date to:

     Calpine Corporation Claims Docketing Center
     United States Bankruptcy Court - SDNY
     P.O. Box 5040, Bowling Green Station
     New York, NY 10274-5040

or deliver the original proof of claim to:

     Calpine Corporation Claims Docketing Center
     United States Bankruptcy Court - SDNY
     One Bowling Green, Room 534
     New York, NY 10004-1408

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with    
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CARSS FINANCE: S&P Puts Three Note Classes' Low-B Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on five
classes of notes from CARSS Finance L.P. 2004-A on CreditWatch
with positive implications.
     
The CreditWatch placements reflect better-than-expected collateral
performance and increased credit enhancement, which is available
to cover losses as the referenced portfolio of auto loans
continues to amortize.
     
CARSS Finance L.P. 2004-A is a synthetic auto loan transaction
in which payments are structured around a credit default swap.
Interest and premium payments due to the noteholders can be paid
from the income earned on the eligible investments or from
payments by the counterparty to the protection buyer.  In this
case, the protection buyer is BA Auto Securitization Corp.
Principal repayment to the notes is based on the principal payment
and credit performance of a reference portfolio of auto loans
originated and serviced by Bank of America (AA-/Stable/A-1+).
     
The ratings reflect class-specific levels of subordination
and a first loss amount.  The first loss amount acts as
overcollateralization, and thereby provides credit enhancement to
all of the notes.  The first loss amount consists of an amortizing
portion and a nonamortizing portion.  The non-amortizing portion
provides floor credit enhancement that increases over time as a
percentage of the current portfolio balance.  Excess spread, which
is typically available to cover losses in traditional auto loan
securitizations, is not available in this structure.
     
Over the next month, Standard & Poor's will complete a detailed
review of the credit performance of this transaction, relative to
its remaining credit support, to determine if upgrades are
warranted.  The rating for each class could possibly move
approximately one to two rating categories.
   
Ratings placed on creditwatch positive:
    
CARSS Finance L.P. 2004-A
              
                             Rating

                Class         To            From
                -----         --            ----
                 B-1     A/Watch Pos         A
                 B-2     BBB/Watch Pos       BBB
                 B-3     BB/Watch Pos        BB
                 B-4     BB-/Watch Pos       BB-
                 B-5     B/Watch Pos         B


CATHOLIC CHURCH: Portland Sells St. Helens Property to Mr. Webster
------------------------------------------------------------------
The Archdiocese of Portland sought and obtained permission from
the U.S. Bankruptcy Court for the District of Oregon to sell its
fee interest in a real property in St. Helens, Columbia County in
Oregon, for $115,000 to Robert Webster.

The Court authorizes the Archdiocese to execute a deed conveying
the Property to Mr. Webster.  The deed, title insurance policy,
title company closing statements, or any other transactional
document, must not state that the sale is "for the benefit of St.
Frederic Catholic Church."

Judge Elizabeth L. Perris directs the Archdiocese to deposit and
hold the sale proceeds in a segregated account within the
Archdiocese Long-Term Investment Protocol, earning income as the
other funds in the ALIP.

The Archdiocese's rights under Chapter 5 of the Bankruptcy Code,
including all rights under Section 544(a)(3) to avoid any liens,
claims or other rights or interests in and to the Property, will
be preserved and may be asserted by the Tort Committee against the
proceeds to the same extent as the avoidance powers could have
been asserted absent the sale of the Property.

The Sale Order does not determine the rights and claims of any
party-in-interest in, and to, any of the Property, including the
Archdiocese, its creditors and estate, St. Frederic, any parish,
parishioner, donor, or others, with respect to the Property.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, assures that the Archdiocese has no relation with Mr.
Webster.

The Property has been in the market since December 19, 2005, at
$119,000 listing price.  Mr. Stilley notes that the tax
assessor's real market value is $118,600.  Less $9,000 in sales
costs, including a $530 in lien, the net proceeds on the Property
will result to $106,000.

The net sales proceeds, according to Mr. Stilley, will be
available for the estate unless it is determined that the
Property is owned by St. Frederic Catholic Church, or is held by
the Archdiocese in trust.  In that event, the proceeds would not
be available for payment of the estate's expenses or claims
against the estate.

The proceeds will be deposited in the Parish's Archdiocese Long-
Term Investment Protocol account pending further Court order.

St. Frederic is one of the parishes within the Archdiocese.

According to Mr. Stilley, Portland seeks to sell the Property in
advance of approval of a plan of reorganization because the
Property is adjacent to the parish complex and was being held for
future parish development.  The Property is not currently
habitable and St. Frederic has no financial resources to renovate
it for continued rental or hold it for future development.

The proceeds are needed to help fund continuing parish operations,
Mr. Stilley says.

Columbia County holds a $530 lien on the Property.  The lien will
be attached to the sale proceeds.  Net proceeds will be held in
trust until the Court orders payment.

The Archdiocese and St. Frederic assert that the Parish is the
equitable owner of the Property, Mr. Stilley notes.

Although Portland and St. Frederic recognize the Bankruptcy
Court's ruling that parishes within the Archdiocese are part of,
not separate legal entities, of the Archdiocese, they still make
the distinction between themselves, as that distinction remains
their legal position, unless and until a final judgment to that
effect is entered and all appeals have been exhausted, Mr.
Stilley points out.

Regardless of civil law status, the Archdiocese and St. Frederic
are still governed by Canon Law, which mandates that distinction,
Mr. Stilley argues.

                      Tort Committee Responds

The Tort Claimants Committee does not object to the sale of the
Property, provided that the sale proceeds are deposited in a
separate and segregated interest-bearing bank account, which the
Archdiocese must hold pending a final order determining the
rights and claims of parties-in-interest to those proceeds.

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: Parties Balk at Spokane's $45.7MM Settlement Bid
-----------------------------------------------------------------
Several parties-in-interest oppose the Diocese of Spokane's
$45,750,000 settlement offer to 75 tort claimants represented by
the Tort Litigants Committee.  The Objectors include:

    (1) Ace Property & Casualty Insurance Company, in its
        capacity as successor-in-interest with regard to policies
        issued by Aetna Insurance Company;

    (2) Association of Parishes;

    (3) CNA Parties -- American Casualty Company of Reading,
        Pennsylvania, Continental Insurance Company, Pacific
        Insurance Company and The Glen Falls Insurance Company;

    (4) Creditor Nos. 321, 322, 323, 324 and 325;

    (5) Gayle E. Bush, in his capacity as Legal Representative
        for Future Tort Claimants;

    (6) Mary Queen of Heaven Parish in Sprague, Washington;

    (7) Nathan H. Douglas, Esq., in Bellevue, Washington, on
        behalf of Creditor No. 81;

    (8) Oregon Automobile Insurance Company;

    (9) Ron Dandar;

   (10) The Immaculate Heart Retreat Center;

   (11) Tort Claimants Committee; and

   (12) Washington Insurance Guaranty Association.

The Parties contend that the Diocese's Settlement Offer, among
other things, is unfair, prejudicial to all excluded claimants,
and not financially feasible.

The Tort Committee finds the Diocese's request as seeking an
impermissible advisory opinion from the U.S. Bankruptcy Court for
the District of Oregon to approve a settlement that has not yet
been accepted.  The Request rests on a contingent future event --
acceptance of the Settlement Offer by all 75 persons.  According
to Joseph E. Shickich, Jr., Esq., at Riddell Williams P.S., in
Seattle, Washington, those 75 persons may never unanimously accept
the Settlement Offer.

Mr. Shickich argues that even if all 75 persons eventually accept
the Settlement Offer, it cannot be approved under Rule 9019 of the
Federal Rules of Bankruptcy Procedure.  The Settlement Offer
constitutes sub rosa plan because:

   -- its terms exceed the scope of the claimants' underlying
      dispute;

   -- it would dispose of virtually all of the Diocese's assets;

   -- it would predetermine the rights of creditors and the
      treatment of creditors' claims prior to a confirmation
      hearing;

   -- it purports to control the voting by aggregating 75 claims
      and allowing them in an aggregate amount;

   -- it would transfer control of substantially all of the
      estate's property to a trustee who is to be selected by the
      Tort Litigants Committee "in its sole and absolute
      discretion" and represented by its counsel";

   -- it would disadvantage the Excluded Parties and other
      creditors in plan negotiations; and

   -- in effect, it disposes of all claims against the Diocese in
      a discriminatory fashion.

Mr. Bush, the Future Claimants Representative, tells Judge
Williams that the Settlement Offer is structured to leave the risk
of insolvency upon future claimants.  The Diocese promises to pay
$45,750,000 to only a portion of the unsecured creditors when it
is unknown whether the estate can perform the agreement, or the
estate is solvent.  

Furthermore, according to Mr. Bush, the Settlement Offer attempts
to seek enforcement of its terms to the detriment of all other
creditors.  The Diocese also seeks Court authority to bind itself
now to full payment of the claim of settling creditors without
providing equivalent treatment for others.  Additionally, certain
of the terms of the Settlement Offer are vague, confusing and
inconsistent.

The Objecting Insurers want to condition the approval of the
Settlement Offer on the reservation of all their rights under any
insurance policy and applicable state law, including coverage
defenses.

The Association of Parishes says the settlement proposal does not
provide adequate information as to how the settlement will be
funded.  Ford Elsaesser, Esq., at Elsaesser Jarzabek Anderson
Marks Elliott & McHugh, in Sandpoint, Idaho, contends that the
unknown variables to funding the settlement that are dependent
upon contingent contributions of non-debtors create a high
probability of default, liquidated damages, and subsequent
foreclosure of assets.  Thus, the settlement is not financially
feasible based on Spokane's present operating reports.

Mr. Elsaesser says that a significant number of Parishes will
assert their right under Canon Law to decline to give Canonical
consent to the proposed mortgage of their churches and related
properties.

WIGA is the statutory successor to The Home Indemnity Company,
which issued liability policies to Spokane from 1982 to 1985.  
Some of the claims, which would be settled through the proposed
settlement, fall within the period during which Home provided
coverage.  WIGA takes no position on the proposed settlement.  
WIGA wants any order relating to Spokane's request to provide that
the Court's ruling does not affect WIGA's rights or duties under
the policies or under applicable law.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHARTER COMMS: Fitch Lowers Convertible Sr. Notes' Rating to CCC
----------------------------------------------------------------
Fitch Ratings removed the ratings assigned to Charter
Communications, Inc., and its wholly owned subsidiaries from
Ratings Watch Negative and affirmed the 'CCC' issuer default
rating assigned to Charter and its subsidiaries.

Fitch also assigned a 'B' rating and a 'RR1' recovery rating to
the $6.85 billion senior secured credit facility entered into by
Charter Communications Operating, LLC, an indirect wholly owned
subsidiary of Charter.  The credit facility consists of:

   * a new $350 million revolving/term loan facility; and
   * a $5.0 billion term loan.  

The existing $1.5 billion revolver remains in place.

Fitch downgraded the recovery rating and the individual issue
ratings of Charter and its subsidiaries:

  Charter Communications, Inc.:

     -- Convertible senior notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

  Charter Communications Holdings, LLC:

     -- Senior unsecured notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

  CCH I Holdings, LLC:

     -- Senior unsecured notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

  CCH I, LLC:

     -- Senior secured notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

  CCH II, LLC:

     -- Senior unsecured notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

  CCO Holdings, LLC:

     -- Senior unsecured notes - downgraded to 'CCC' ('RR4')
        from 'CCC+' ('RR3')

The Rating Outlook for Charter and its subsidiaries is Stable.
Approximately $19.4 billion of debt as of Dec. 31, 2005, is
affected by Fitch's rating action.

Fitch placed the ratings for Charter and its subsidiaries on
Rating Watch Negative based on Charter's precarious liquidity
position beyond 2006 and downward pressure on recovery prospects.
Fitch believes that the steps Charter has taken to stabilize its
liquidity position namely the new credit facility and the
previously announced asset sales alleviates Fitch's liquidity
concerns in 2007.

In Fitch's opinion, the new credit facility is key to stabilizing
Charter's liquidity position.  The new credit facility adds $350
million of revolver capacity and importantly revised the term loan
amortization schedule.  Under the new credit facility required
amortization during 2007 declines to approximately $27 million
(assuming the $350 million revolver/term loan is fully drawn)
compared with the previous credit facility's scheduled
amortization of $280 million.  Moreover the amortization schedule
of the $5.0 billion term loan will defer significant cash
requirements until 2013 when the term loan is scheduled to mature.

Fitch anticipates that Charter's liquidity position will be
further enhanced by the $940 million of cash proceeds expected
from the announced asset sales.  Fitch expects that the proceeds
will be utilized to reduce amounts outstanding on the company's
revolver.  The amount of borrowing capacity available on Charter's
revolver, pro forma for the new credit facility and CCH II, LLC's
issuance of $450 million in senior unsecured notes earlier in
2006, is approximately $1.3 billion - an increase from the $553
million of actual availability as of the end of 2005.  Fitch
believes that Charter will have sufficient head room under the
credit facility leverage covenant of 4.25x to borrow from the
revolver and satisfy cash requirements.

Overall, Fitch's ratings reflect its highly levered balance sheet
and the absence of any meaningful prospects to delever its balance
sheet over the current rating horizon Fitch believes that
Charter's capital structure is increasingly unsustainable.  
Fitch's ratings incorporate its expectation that Charter will
continue to generate negative free cash flow given the company's
capital structure, ongoing capital expenditures and the increasing
cash interest requirements on debt that has converted or is
scheduled to convert to cash interest payment.

Additionally, Fitch's ratings reflect Charter's operating profile
that is weak relative to its peer group and subscriber clusters
that do not contribute to Charter's operating leverage and
compress EBITDA margins.  While Fitch acknowledges that the pace
of year over year basic subscriber loss has subsided during 2005
and continues to ease during the first quarter of 2006, Charter's
rate of subscriber erosion (As measured on a year over year
comparison basis.  Fitch notes that Charter reported a basic
subscriber sequential gain of 29,400 subscribers during the first
quarter of 2006) is amongst the highest in the industry.  Fitch
expects that competitive pressures and subscriber losses will
persist during 2006 leading to a continuation of revenue and
EBITDA growth rates that lag its industry peer group.

The downgrade of the recovery ratings assigned to the debt issued
by the various holding companies within Charter's capital
structure reflects Fitch's view of diminished recovery prospects
for bondholders at this level of Charter's capital structure
stemming from increased amounts of secured debt (on a fully drawn
basis) and lower asset valuations (in a distress scenario).

The Stable Rating Outlook incorporates Charter maintaining
unrestricted access to available borrowing capacity from its
revolver and continued stabilization of the company's liquidity
profile.


CLAUDE HARDING: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Claude Dion Harding
        3243 Oregon Trail
        Olympia Fields, Illinois 60461

Bankruptcy Case No.: 06-60828

Chapter 11 Petition Date: May 4, 2006

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Lori D. Fisher, Esq.
                  The Law Office of Kevin M. Schmidt, P.C.
                  370 West 80th Place
                  Merrillville, Indiana 46410
                  Tel: (219) 756-0555
                  Fax: (219) 756-9393

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Webb Construction Inc.           Real Property            $87,000
3712 Hayes Street
Gary, IN 46408

MB Financial Bank                Corporate Liability      $76,208
6111 North River Road
Rosemont, IL 60018

Centier Bank                     Real Estate              $60,000
600 East 84th Avenue
Merrillville, IN 46410

Syl Corp.                        Corporate Debt/Note      $50,000

Great Lakes Electrical           Real Property            $14,900

Chases                           Credit Card              $13,000

DaimlerChrysler                  Vehicle Deficiency       $11,365

Internal Revenue Service         941 Taxes                $10,000

MBNA America                     Credit Card              $10,000

A.V.W. Equipment Co., Inc.       Corporate Liability       $9,000

Indiana Dept. of Workforce       Harding Enterprises       $5,055

Plumb Tuckett & Association      Real Property             $2,842

Indiana Department of Revenue    Withholding Taxes           $708


DELPHI CORP: Workers Likely to Strike as CBA Rejection Looms
------------------------------------------------------------
The United Auto Workers asked its members to vote for a strike
against Delphi Corp.  UAW Vice President Richard Shoemaker advised
all UAW local unions representing workers at Delphi facilities to
schedule strike authorization voting.  The voting is to be
completed no later than May 14.  

A strike at Delphi could force General Motors Corporation to shut
down plants, published reports say.  GM is Delphi's largest single
customer.  

The International Union of Electrical Workers-Communications
Workers of America has already taken strike authorization votes
for its 8,500 Delphi U.S. hourly workers.

Calls for strike came in the heels of Delphi's move to reject its
collective bargaining agreements with its unions.  As reported in
the Troubled Company Reporter on May 3, 2006, Delphi sought to
reject the CBA's and to modify obligations to provide insurance
benefits for hourly retirees.  

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.  Delphi told the U.S.
Bankruptcy Court for the Southern District of New York that it
would lose $2 billion this year if the CBA's were not rejected.  
The Court will hear the matter on May 9, 2006.

                      Two-Pronged Approach

In a concurrent move, General Motors Corporation and Delphi's
workers were offered buy-out and early retirement packages.  
Employees have until June 23, 2006, to decide on the offers.

As reported in the Troubled Company Reporter on May 3, 2006, 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 UAW to
accelerate a reorganization plan.  This Plan calls for 30,000 job
cuts and nine plant closings by 2008.  Under a 1999 agreement to
spin off Delphi, GM remains responsible for some of Delphi
employees.  About 12,400 GM workers have applied for the early
retirement and 3,620 at Delphi, The Wall Street Journal quotes
Robert Betts, president of UAW Local 2151 in Coopersville, Mich.

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.


DEVON ENERGY: Chief Property Purchase Cues Fitch to Affirm Ratings
------------------------------------------------------------------
Fitch Ratings affirmed the credit ratings of Devon Energy Corp.
following the company's announcement that has entered into an
agreement to acquire the oil and gas properties of Chief Holdings
LLC.  

Fitch affirmed the senior unsecured rating and issuer default
rating for Devon (including notes issued by the Devon Financing
Corporation, U.L.C. subsidiary) and the notes assumed from the
acquisition of PennzEnergy Company which are guaranteed by Devon
at 'BBB'.

Fitch also affirmed the 'BBB-' rating on the senior unsecured debt
assumed in the acquisitions of Ocean Energy and Anderson
Exploration Limited, which are not explicitly guaranteed by Devon,
as well as Devon's preferred stock rating of 'BB+' and commercial
paper rating at 'F2'.  The Rating Outlook remains Stable.

Devon has announced that it has reached an agreement to acquire
the oil and gas properties of Chief for $2.2 billion in cash.  The
acquisition will be financed with $900 million of U.S. cash and
the balance of $1.3 billion with short-term borrowings (Devon
currently had approximately $2.2 billion in cash and marketable
securities at March 31, 2006).  

Closing on the Chief acquisition is expected in late June.  
Chief's assets include an estimated 103 million barrels of oil
equivalent (mmboe) and are located in one of Devon's core areas,
the Barnett Shale in North Texas.  Reflective of the higher prices
being paid industry wide for acquisitions, the unit price for
Chief is approximately $21.40/boe.  As with the acquisition of
Mitchell Energy & Development Corp. in 2002, Devon expects to
accelerate the proving of additional reserves by increasing the
drilling program on the Chief properties as the company
anticipates spending an additional $2.2 billion on the acquired
properties.  Devon plans to add 10 rigs that are being built for
Devon during 2006 to the current four rigs being operated by
Chief.

With the Chief announcement, Devon also detailed the significant
success it has had in the Barnett Shale with its 20-acre infill
drilling program, increasing the recoveries from the infill wells
to 2.0 billion cubic feet equivalent from 1.8 bcfe.  Through
further development of the Chief properties and the significant
investment being made into Devon's overall portfolio, the company
expects to add 420 mmboe to 450 mmboe in reserves in 2006.  
Devon's updated capital budget for 2006 is approximately $4.7
billion to $4.9 billion, including an additional $100 million for
the Chief properties.  The company has also given updated guidance
that production from 2006 to 2009 should grow at 11% compounded
annually with a 2009 target of 300 mmboe versus 2005 production of
226 mmboe.

Devon's ratings continue to be supported by:

   * the company's sizable reserve base and production profile;

   * the substantially improved drilling success in 2005;

   * the significant cash generation also coming from the
     company's midstream operations; and

   * the efforts to reduce debt in recent years.

The company has also suspended the ongoing share repurchase
program that began in 2005 at least until later in 2006.  Devon
had repurchased 6.5 million shares of the 50 million share program
for $387 million prior to the Chief announcement.  Concerns
include Devon's significant debt position relative to its reserve
size and Fitch's expectation that the company will pursue further
acquisitions or further shareholder friendly activities.  Fitch
also expects Devon to use free cash flows to reduce borrowings to
finance the acquisition as well as repay ongoing maturities
including the $500 million of 2.75% notes due in 2006.

Devon is one of the largest independent oil and gas producers in
North America with an estimated 2.1 billion boe of proven reserves
at year-end 2005.  Devon also gathers, processes, and markets its
own and third party oil and gas production (including the
extraction of natural gas liquids from the gas production) through
its midstream business segment.  In 2005, the segment generated a
robust $452 million in EBITDA for Devon.  As noted, improving
success through the drill-bit has been a focus for Devon with
organic replacement increasing to 194% of production in 2005
versus 80% during the prior three years.  Devon's strong drilling
results in 2005 translated into a finding, development and
acquisition cost of only $8.35/boe for the year, one of the lowest
in the sector.

Fitch continues to evaluate potential positive rating actions for
Devon, including consideration for the significant debt that has
been added to Devon's balance sheet in recent years and the
subsequent efforts to reduce these levels.  Based on Fitch's
forecasts, upstream leverage metrics will likely remain at the
higher end of the company's upstream peer group in the near to
medium term, absent further transactions.

Of note is that Fitch assigns $750 million of debt to Devon's
midstream business and given the strong performance of the
segment, this is appropriate.  Equity credit of 75% has also been
assigned to the approximately $700 million of debt exchangeable
into Chevron stock.  Credit metrics have remained strong with
EBITDAX-to-interest coverage of 15.6x for the 12 months ending
March 31, 2006, and leverage as measured by debt-to-EBITDAX of
0.8x.  At year-end 2005, Devon's debt to boe of proven reserves
totaled $2.53/boe and debt to proven developed reserves was
$3.34/boe.


EASTMAN KODAK: Posts $298 Million First Quarter Loss  
----------------------------------------------------
Eastman Kodak Company reported a 2% increase in revenue during the
first quarter of 2006, led by a 29% increase in the sale of
digital products and services.

On the basis of generally accepted accounting principles in the
U.S., the Company reported a first-quarter loss of $298 million,
largely stemming from restructuring charges -- $197 million after
taxes -- and rising silver and oil costs.

"Our first quarter results continue to show the expected strong
seasonality of our business.  Our results are essentially on plan,
with some units ahead and some behind," said Antonio M. Perez,
Chairman and Chief Executive Officer, Eastman Kodak Company.  "My
expectations for Kodak's financial performance for this year are
essentially unchanged.  We expect to achieve our 2006 performance
targets in the areas of digital earnings growth, digital revenue
growth, and cash generation.

"We ended the quarter with more than $1 billion in cash on our
balance sheet, and our cash consumption was essentially on plan,"
said Mr. Perez.  "Digital earnings improved, compared to the same
period last year, and that improvement accelerated during March,
which increases our confidence for a solid full-year performance.
We now expect to achieve profitability in our entire digital
portfolio during the third quarter, a full quarter sooner than
last year."

In separate announcements, the company also said that it is
exploring strategic alternatives for its Health Group and unveiled
organizational changes aimed at improving its ability to compete
in digital markets.

"These are all important steps toward completing the creation of
the new Kodak," Mr. Perez said.  "These planned actions are part
of our broader digital transformation and will help us to better
manage our digital and traditional businesses, achieve our digital
business model, and reduce administrative costs company-wide for
sustained success."

For the first quarter of 2006:

    -- sales totaled $2.889 billion, an increase of 2% from $2.832
       billion in the first quarter of 2005.  This includes a
       negative foreign exchange impact of 2 percentage points.
       Digital revenue totaled $1.616 billion, a 29% increase from
       $1.250 billion.  Traditional revenue totaled $1.257
       billion, a 20% decline from $1.573 billion.  New
       Technologies contributed an additional $16 million in the
       first quarter, compared with $9 million in the year-ago
       quarter.

    -- the company's loss from continuing operations in the
       quarter, before income taxes, interest, and net of other
       income and charges, was $259 million, compared with a loss
       of $201 million in the year-ago quarter.

    -- the GAAP net loss was $298 million compared with a GAAP net
       loss of $146 million in the year-ago period.

    -- digital earnings were a negative $37 million, compared with
       a negative $51 million in the year-ago quarter.

Other first-quarter 2006 details:

    -- for the quarter, net cash from operating activities was a
       negative $481 million, compared with a negative $223
       million in the year-ago quarter.  Investable cash flow for
       the quarter was negative $576 million, compared with
       negative $258 million in the year-ago quarter.

    -- Gross Profit was 23.5%, down from 24.4%, primarily because
       of the negative impact of foreign exchange and lower   
       volumes and prices.  Gross Profit was also negatively
       impacted by the increased depreciation charges due to the
       asset useful life changes made in the third quarter of
       2005.

    -- Selling, General and Administrative expenses were 21% of
       sales, consistent with the year-ago quarter, and
       attributable to cost reductions in the Film and
       Photofinishing Group offset by the acquisitions of Kodak
       Polychrome Graphics and Creo, plus higher spending levels
       in the Consumer Digital Imaging group.

    -- Debt decreased $18 million from the fourth-quarter level,
       to $3.565 billion as of March 31.

    -- Kodak held $1.077 billion in cash on its balance sheet as
       of March 31, compared with $1.031 billion on
       March 31, 2005, and $1.665 billion on Dec. 31, 2005.  This
       is consistent with the company's stated desire to maintain
       approximately $1 billion of cash on hand.

"The success of our digital products in the marketplace is more
evidence of Kodak's digital prowess," said Mr. Perez.  "At the
recent worldwide IPEX printing tradeshow in England, our Graphic
Communications Group showcased numerous well-received products and
services aimed at helping print providers drive greater revenue
and operational efficiencies.  Our sales at the show were twice
what we expected.  Our Health Group is driving improved
performance in the areas of healthcare information systems,
computed radiography, and medical and dental digital radiography.
On the consumer side, our EASYSHARE system just marked its fifth
anniversary and continues to set the standard for ease of use and
imaging innovation.  In January, we brought to market the world's
first dual-lens digital camera, which has been very positively
received by technology experts and consumers worldwide."

                   Segment Sales and Results

Graphic Communications Group sales were $870 million, up 136%,
reflecting the acquisition of KPG and Creo.  Earnings from
operations increased by $65 million, from a loss of $34 million
last year to earnings of $31 million in the first quarter of 2006.  
This improvement was largely driven by contributions from acquired
businesses and strong year-over-year earnings improvement from
NexPress.  Digital earnings increased by $67 million, from a loss
of $24 million last year to earnings of $43 million in the first
quarter of 2006.

Consumer Digital sales totaled $498 million, down 10%.  Loss from
operations for the segment was $94 million, compared with a year-
ago loss of $58 million.  This primarily reflects higher retailer
inventory on an industry-wide basis, previously announced price
reductions for thermal media, and increased depreciation charges
due to the asset useful life changes made in the third quarter of
2005, partially offset by a year-over-year improvement in digital
capture earnings.

Film and Photofinishing System sales were $916 million, down from
$1.268 billion in the year-ago quarter.  Earnings from operations
were $29 million, compared with $71 million in the year-ago
quarter.  The increased non-cash charges for depreciation, due to
the asset useful life changes made in the third quarter of 2005,
account for more than half of this decline.

Health Group sales were $585 million, down 7%.  Earnings from
operations for the segment were $46 million, compared with $78
million a year ago.  This is primarily the result of lower
earnings from traditional radiography film and digital output and
higher silver costs, which affect the Health Group more than any
other Kodak business because of the higher silver content of its
products.  This was partially offset by improved earnings in
computed radiography, healthcare information systems and digital
radiography.  Digital earnings were $17 million, down from $33
million in the year-ago quarter.

All other sales were $20 million, up 18% from the year-ago
quarter.  The loss from operations totaled $43 million, compared
with a loss of $52 million a year ago.  Digital loss for this
segment was $3 million, compared with a $2 million loss in the
year-ago quarter.  The all other category includes displays,
consumer inkjet, and other miscellaneous businesses.

                          2006 Outlook

Kodak continues to expect that it will increase digital earnings
to a range of $350 million to $450 million, with digital revenue
growth expected to be between 16% and 22%.  The company also
expects investable cash flow to be between $400 million and $600
million, with net cash provided by operating activities from
continued operations of $800 million to $1.0 billion.

A full-text copy of Kodak's quarterly report on Form 10-Q is
available for free at http://researcharchives.com/t/s?89d

                       About Eastman Kodak

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products  
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded the credit ratings of the
Eastman Kodak Company following weakened earnings performance and
accelerated film sales declines within the company's consumer and
health imaging businesses.  The outlook is negative.  Downgraded
ratings include:

   * Corporate Family Rating to B1 from Ba3
   * Senior Unsecured Rating to B2 from B1
   * Senior Secured Credit Facilities to Ba3 from Ba2

Moody's affirmed Kodak's SGL-2 speculative grade liquidity rating.


EASTMAN KODAK: Exploring Strategic Alternatives for Health Group   
----------------------------------------------------------------
Eastman Kodak Company disclosed that it is exploring strategic
alternatives for its Health Group.

Kodak's Health Group, with 2005 revenue of $2.7 billion, is a
worldwide leader in health imaging, including digital x-ray
capture, medical printers, and x-ray film.

"Kodak has a history of innovation in this industry, through which
we have built a business with significant market presence and
intellectual property assets," said Antonio M. Perez, Kodak's
Chairman and Chief Executive Officer.  "We have proven products
and technology, a well-known and respected brand, worldwide
distribution, a large, satisfied and loyal customer base, and
employees with unrivaled experience in health imaging.

"Our stated corporate goal is to be among the top three in each of
the businesses in which we compete," Mr. Perez said.  "While the
Health Group is enjoying strong organic growth in elements of its
digital portfolio, such as digital capture solutions and
healthcare information solutions, we have been observing for some
time consolidation in this industry.  Given our valuable assets
and the changing market landscape, we feel that now is the time to
investigate strategic alternatives."

Kodak has retained Goldman, Sachs & Co. as its adviser.

                       About Eastman Kodak

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products  
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded the credit ratings of the
Eastman Kodak Company following weakened earnings performance and
accelerated film sales declines within the company's consumer and
health imaging businesses.  The outlook is negative.  Downgraded
ratings include:

   * Corporate Family Rating to B1 from Ba3
   * Senior Unsecured Rating to B2 from B1
   * Senior Secured Credit Facilities to Ba3 from Ba2

Moody's affirmed Kodak's SGL-2 speculative grade liquidity rating.


EASTMAN KODAK: Streamlines Operating Structure to Reduce Costs  
--------------------------------------------------------------
Eastman Kodak Company disclosed Thursday a series of
organizational changes representing another step in its effort to
create the digital business model necessary for sustained success.

Kodak reported that it would assign its manufacturing facilities
to specific business units and streamline certain administrative
functions.  These moves will increase accountability among the
businesses for product manufacturing and inventory, while also
enabling further cost reductions.  The changes, which are part of
the company's broader digital transformation, were anticipated in
the total employment reductions announced last year.

"Our goal has been to dedicate to our business units the resources
they need to build on their success and operate in an autonomous
manner," said Antonio M. Perez, Kodak's Chairman and Chief
Executive Officer.  "With the changes announced [Thurs]day, we
will hold the businesses more directly accountable for their
results.  Kodak is now a digital company, and these actions are
required to support our digital business model."

The company expects the majority of the changes to occur by
July 1.  They include these actions:

    a) units of the Global Manufacturing & Logistics (GM&L)
       organization will be aligned with and integrated into
       relevant business units or functions.

    b) the Chief Administrative Office will be disbanded and the
       reporting relationships of its units shifted within the
       company.

    c) in conjunction with these changes, three senior officers
       will retire later this year, after the changes are
       implemented.  They are:

         -- Charles S. Brown, Jr., Senior Vice President, and
            Chief Administrative Officer;

         -- Daniel T. Meek, Senior Vice President and Director,
            GM&L; and

         -- Charles C. Barrentine, Vice President and Director,
            Kodak Operating System.

To maintain functional excellence in manufacturing, the former
GM&L operations will report to leaders in the business units who
have extensive backgrounds in operations management.  They are
Darrell A. Clapper for Health Group (HG), Theodore D. McNeff for
Consumer Digital Imaging Group (CDG), John S. Robinson for Graphic
Communications Group (GCG), and Paul A. Walrath for Film &
Photofinishing Systems Group (FPG).  McNeff and Walrath are
corporate vice presidents and will hold the title of chief
operating officer for their respective business units.  Clapper
will be General Manager and Vice President, Health Group Media
Manufacturing.  Robinson is General Manager and Vice President,
Global Manufacturing & Supply, Graphic Communications Group.

"As a result of the rapid and effective actions we have taken over
the past two years to restructure our manufacturing assets, we can
increasingly assign responsibility for manufacturing to the
business units that the production facilities support," Mr. Perez
noted.  "In one sense, this marks the last break with the 'economy
of scale' manufacturing model that served our company so well for
more than 120 years.  In a digital age, we need to make decisions
faster and better, and these changes will enable that.

"We have made tremendous progress during the past two years with
the implementation of our digital strategy, thanks in large part
to the contributions of Charlie Brown, Dan Meek, and Charles
Barrentine," Mr. Perez said.  "Kodak has a reputation for world
class manufacturing operations that is due to the contributions
made by these three individuals and the teams they have built.

"They were responsible for the creation and institutionalization
of the Kodak Operating System, which has and will continue to have
a major impact on our company's performance by eliminating waste
and minimizing costs.  They have served Kodak with distinction,
and on behalf of the entire company, I would like to thank them
for their years of distinguished service and wish them all the
best.

"I also want to express my confidence in Andy Clapper, Ted McNeff,
John Robinson and Paul Walrath.  They will carry out the work in
integrating the manufacturing functions into the business units
and building on the benchmark levels of excellence established by
their predecessors.  Their operational expertise and years of
experience at Kodak will benefit the company as we continue our
drive to complete our digital transformation."

                       About Eastman Kodak

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products  
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded the credit ratings of the
Eastman Kodak Company following weakened earnings performance and
accelerated film sales declines within the company's consumer and
health imaging businesses.  The outlook is negative.  Downgraded
ratings include:

   * Corporate Family Rating to B1 from Ba3
   * Senior Unsecured Rating to B2 from B1
   * Senior Secured Credit Facilities to Ba3 from Ba2

Moody's affirmed Kodak's SGL-2 speculative grade liquidity rating.


ENTERGY NEW: Panel Wants Plantiffs' Certification Motion Denied
---------------------------------------------------------------
As previously reported, the Gordon Plaintiffs -- The Reverend C.
S. Gordon, Jr., on behalf of New Zion Baptist Church; J. Michael
Malec; Darryl Malek-Wiley; Willie Webb, Jr.; and Maison St.
Charles, L.L.C., d/b/a Quality Inn Maison St. Charles -- filed two
actions, one with the Council of the City of New Orleans, and
another in the Civil District Court for the Parish of Orleans,
against Entergy New Orleans, Inc., and other Entergy entities.

The Gordon Suit asserts restitution of ascertainable losses of
money and damages for violations of Louisiana antitrust laws
arising from ENOI's manipulation and abuse of its fuel adjustment
charges.

The Lowenburg Plaintiffs -- Thomas P. Lowenburg, Martin Adamo,
Vern K. Baxter, Philip D. Carter, Bernard Gordon, Leonard Levine,
Ivory S. Madison, Donetta Dunn Miller, and Maison St. Charles,
L.L.C. d/b/a Quality Inn Maison St. Charles -- also filed a class
action against ENOI and the Council for the City of New Orleans,
seeking various remedies for ENOI's overcharges in base rates
billed to ratepayers since 1975 in violation of the allowable 2%
rate of return on rate base established in 1922 by the Commission
Council of the City of New Orleans.

The Gordon and Lowenburg Plaintiffs jointly asked the U.S.
Bankruptcy Court for the Eastern District of Louisiana to:

    (a) certify the classes of ENOI's customers who have claims
        for declaratory and injunctive relief, for restitution of
        ascertainable losses of money, including refund of
        overcharges, and damages as the result of payments of
        overcharges for electricity sold by, or electric service
        provided by, provided by ENOI; and

    (b) designate representatives of the classes, appoint
        counsel to represent the classes, and authorize
        appropriate notice to be provided to the class members.

                Court Denies Reconsideration Motion

For reasons stated in open court, Judge Brown denies the
Plaintiffs' request to reconsider and withdraw the Court's order
scheduling the Certification Hearing for April 26, 2006.

               Committee Opposes Certification Motion

The Official Committee of Unsecured Creditors believes that the
Gordon and Lowenburg Plaintiffs' claims are, in whole or in part,
prepetition unsecured claims.

Philip K. Jones, Esq., at Liskow & Lewis PLC, in New Orleans,
Louisiana, contends that the Gordon and Lowenburg Plaintiffs want
their claims to be treated, at least procedurally, if not
substantively, in a manner different than other prepetition
unsecured claims.

There is no legal limitation on the Gordon and Lowenburg
Plaintiffs' ability to file class proofs of claim if they so
choose.  However, the Court's desire to protect the rights of
unsecured creditors, and in particular the rights of the Gordon
and Lowenburg Plaintiffs, to preserve claims for voting and
distribution purposes, does not mandate approval of the
Certification Motion, Mr. Jones avers.

Class certification is not necessary at this time, Mr. Jones
contends.  The Gordon and Lowenburg Plaintiffs need not file a
class proofs of claim.  Instead, individual participants of the
Gordon and Lowenburg lawsuits may each file a proof.  The Court is
fully capable of handling large numbers of claims, Mr. Jones says.

The Committee supports the Debtor's opposition to the
Certification Motion, and agrees with ENOI that the Certification
Motion is both procedurally improper and premature at this time.

Mr. Jones clarifies that the Committee's opposition to the
Certification Motion is not an admission that the Gordon and
Lowenburg Plaintiffs' claims are, or are not, valid.  Moreover,
the Committee's opposition should not be construed as an
opposition to the Gordon and Lowenburg Plaintiffs' claims, to the
extent they rely on theories of a "single business enterprise"
involving ENOI, Entergy Corp. and its affiliates.

The Committee disagrees to the City of New Orleans' positions as
to:

   -- the Court or the City's alleged lack of jurisdiction over
      the Gordon and Lowenburg Plaintiffs' claims; or

   -- the need for the Court to abstain in all respects from any
      involvement in the adjudication of the Gordon and Lowenburg
      Plaintiffs' claims.

Accordingly, the Committee asks the Court to deny the Gordon and
Lowenburg Plaintiffs' certification request.

            Plaintiffs Oppose ENOI's Dismissal Motion

Michael H. Piper, Esq., at Steffes, Vingiello & McKenzie, LLC, in
Baton Rogue, Louisiana, asserts that the Debtor's objection to the
Certification Motion is prematurely moot.

Mr. Piper says the Gordon and Lowenburg Plaintiffs have already
filed proofs of claim on behalf of their putative classes as
permitted by the Bankruptcy Rules.  Moreover, adversary
proceedings are not required for class filing or class
certification.

             ENOI Wants to Adjourn Certification Hearing

If the Court grants ENOI's Dismissal Motion, no further
continuance of the hearing on the Certification Motion would be
required, Nan Roberts Eitel, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in Washington, D.C., says.  
The class certification would be dealt with during the claims
objection process now that the Plaintiffs have filed proofs of
claim, on behalf of the putative classes.

However, if the Court denies ENOI's Dismissal Motion, Mr. Eitel
asserts that a continuance of the hearing beyond May 26, 2006, is
necessary for two reasons:

   1. ENOI cannot defend against the Certification Motion without
      first having an adequate opportunity to conduct discovery
      of the putative class representatives; and

   2. Once ENOI concludes class certification discovery, it will
      require time to brief the relevant legal issues under Rule
      23 of the Federal Rules of Civil Procedure and to prepare
      for a class certification evidentiary hearing that will
      require testimony.

Accordingly, ENOI asks the Court to continue the hearing on the
Certification Motion until after September 1, 2006, without
prejudice to its right to seek further continuances.

                     About Entergy New Orleans

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


EYE CARE: Highmark Merger Cues S&P to Put B Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Eye Care Centers of America
Inc. on CreditWatch with developing implications.
     
This follows the recent announcement that San Antonio, Texas-based
ECCA has entered into a merger agreement with a wholly owned
subsidiary of Highmark Inc. (A/Stable/--).  The merger transaction
has been approved by the board of directors of both companies and
is expected to close in the third quarter of 2006.
      
"Upon the completion of the transaction, Standard & Poor's will
withdraw its corporate credit rating on ECCA, as well as the
ratings on any retired debt," said Standard & Poor's credit
analyst Ana Lai.  "We would assign a rating to the merged entity
following a review of its creditworthiness if any of ECCA's rated
debt remain outstanding after the transaction."
     
Although ECCA is being acquired by a subsidiary of a company with
a stronger credit profile, the capital structure of that
subsidiary is uncertain as is the degree of support for ECCA's
debt.  The company's total funded debt outstanding was $316
million as of Dec. 31, 2005.


FOAMEX INTERNATIONAL: Closes Three Manufacturing Facilities
-----------------------------------------------------------
In its Annual Report for the fiscal year ended Jan. 1, 2006,
Foamex International Inc. discloses that in March 2006, it has
decided to close two manufacturing facilities in Toronto, Canada,
and a foam pouring facility in Orlando, Florida.

Foamex International expects to incur $8,000,000 to $11,000,000 in
costs in connection with the closures.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Secures Court Order Protecting Net Operating Losses
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
consensual order to assist Foamex International Inc. (Pink Sheets:
FMXIQ) in preserving its federal tax net operating losses by
establishing notification and hearing procedures that must be
satisfied before certain transfers or trading of Foamex's equity
securities are deemed effective.  Foamex believes the NOLs,
estimated at approximately $292 million as of Jan. 1, 2006, may
prove to be a valuable asset of its bankruptcy estate.

A full-text copy of the Net Operating Losses Hearing Procedures
Order is available at no charge at:

               http://researcharchives.com/t/s?89e


                   About Foamex International

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


FOAMEX INTERNATIONAL: Court Approves Lamb Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Foamex International Inc. and its debtor-affiliates' settlement
agreement with Randall and Sharon Lamb.

The Court also authorized the Debtors to file certain portions of
their request under seal.

The Lambs had filed Claim No. 534 for $2,000,000 against the
Debtors.

Mr. Lamb was a former firefighter with the Orange County Fire
Rescue squad.  On April 27, 1998, he responded to a fire at Foamex
International Inc. and its debtor-affiliates' Orlando, Florida
plant.  During the course of the fire, a storage hopper bin
exploded and allegedly injured Mr. Lamb.

In the Complaint, Mr. Lamb alleges that due to Foamex
International's negligence, he suffered, among other things,
physical handicap, disability, impairment, disfigurement,
aggravation of a pre-existing condition, mental anguish and loss
of capacity for enjoyment of life.  Mrs. Lamb alleges loss of
companionship and consortium.

The Debtors and the Lambs have agreed to settle their dispute.  
The Debtors will pay an undisclosed amount to the Lambs.  In
return, the Lambs will release the Debtors from all claims, rights
and actions.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Wants to Assume Penske and Rollins Truck Leases
-------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
stipulation with certain lessors.

The Debtors lease vehicles and related equipment, and receive
maintenance, fueling and other related services pursuant to three
Truck Lease and Service Agreements:

   1. The Lease Agreement between the Debtors and LaBar Truck
      Rental, Inc., dated August 31, 1987.  Under the Lease,
      Rollins Leasing LLC agreed to provide certain maintenance
      to the Debtors in return for additional payments.  LaBar
      was subsequently acquired by Penske Truck Leasing Co., L.P.

   2. The Lease Agreement between the Debtors and Rollins dated
      September 9, 1991.

   3. The Lease Agreement between Rollins and Crain Industries,
      Inc., dated December 6, 1991, which was subsequently
      assigned by Crain to the Debtors in June 1998.

As of the Petition Date, 128 Vehicles and related equipment used,
leased and maintained by the Debtors.

Pursuant to the Leases, the Debtors are obligated to make certain
base payments to the Lessors.  The Debtors are also obligated to
make additional payments to the Lessors for excess mileage
charges, fuel and repair and maintenance services and additional
vehicles supplied.

As of Petition Date, the Debtors owe the Lessors $359,915,
pursuant to the Leases.

As of March 22, 2006, the Debtors were in arrears with respect to
postpetition payments unpaid as of 30 days after invoice in an
amount not exceeding $9,608.

The Debtors have advised the Lessors that the continued use of the
vehicles, equipment and services pursuant to the Leases is
necessary to the operation of their businesses.  The Debtors have
asked the Lessors to continue providing the vehicles, equipment
and services postpetition and that the Leases be amended so as to
reduce the number of vehicles, equipment and services.

The Debtors and the Lessors have engaged in discussions regarding
the Debtors' requirements with respect to the number of vehicles
and equipment and amount of services necessary for the continued
operation of the Debtors' businesses.

As a result of the discussions, the Lessors and the Debtors agree
that:

   (a) The Debtors will assume the Leases, as amended;

   (b) The Debtors will pay to the Lessors the prepetition
       arrearages.  The postpetition arrearages will be paid as
       soon as the parties have mutually agreed on the fixed
       amount of the postpetition arrearages;

   (c) The Debtors will pay in the ordinary course of business
       all invoices as of March 22, 2006;

   (d) The Debtors will have surrendered and delivered eight
       trailmobiles and two congears to the Lessors as of
       April 1, 2006;

   (e) As of February 1, 2006, the Debtors will have no further
       obligation on account of the surrendered vehicles.  The
       Leases of the surrendered vehicles will consequently be
       null and void as of February 1, 2006;

   (f) The Lessors will have an allowed general unsecured claim
       for $32,400, in addition to the prepetition arrearages,
       but will be entitled to no treatment other than a non-
       priority, general unsecured claim.  In no event will the
       claim constitute a default of any kind under the Leases
       requiring cure at the time of assumption.

The Leases, as amended, cover 118 Vehicles and related Equipment.
The parties' agreement with respect to the Surrender Vehicle will
save the estates $1,927 per month in payments under the Leases and
$33,262 in cure payments that would otherwise have been made if
the Leases were assumed in their entirety.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


INT'L GALLERIES: Ch. 11 Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Dan Lain, the chapter 11 Trustee of International Galleries Inc.
asks the U.S. Bankruptcy Court for the Northern District of Texas
to convert the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding.

Mr. Lain and his accountants, Lain, Faulkner & Co., P.C.,
determined that it is not feasible for the Debtor to effectuate a
plan of reorganization.  The Debtor has no cash on hand, He says,
and there is no source of revenue to pay accruing administrative
expenses.

The Trustee adds that the ongoing administration of this case will
result in a continuing loss and diminution of the Debtor's estate.

The Court will convene a hearing at 2:15 p.m., on May 16, 2006, to
consider the Trustee's request.

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their  
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor in its restructuring efforts.  David W.
Elmquist, Esq., at Winstead Sechrest & Minick P.C., represents the
Official Committee of Unsecured Creditors.  Dan Lain serves as
Chapter 11 Trustee for the Debtor's estate.  When the Debtor filed
for protection from its creditors, it estimated assets less than
$50,000 and debts between $10 million to $50 million.


IPAYMENT INC: S&P Puts B Rating on $575 Mil. Sr. Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
rating and '3' recovery rating to Nashville, Tennessee-based
iPayment, Inc.'s $575 million senior credit facility.  The senior
secured facility has been increased from $450 million and the
subordinated note has been reduced.  The corporate credit, senior
secured and subordinated ratings are unaffected by the change.
     
Proceeds will be used to fund a management buyout of the company
for approximately $800 million and refinance existing debt.
iPayment is a processor of credit-card transactions for small
businesses.  The company's present portfolio consists of about
140,000 merchants, generating about $25 billion of sales volume
and revenue to iPayment of $702 million.
      
"The ratings reflect the company's narrow product portfolio, short
operating history at its current level, significant reliance on
outsourcing for key functions, and high leverage," said Standard &
Poor's credit analyst Lucy Patricola.

These factors partly are offset by its niche market position in
the very large and competitive credit card processing industry and
expected moderate cash flow.
     
iPayment is a very small participant in its industry, representing
approximately 2% of existing merchant locations and processing 1%
of volume.  The company has grown rapidly through acquisition to
its current portfolio of 140,000 merchants, nearly doubling in
volume processed every year for the last three years.  The company
experiences about a 15% annual attrition rate -- measured by
volume -- because of:

   * business failure;
   * merchant displacement from a competitor; or
   * termination, requiring constant replenishment of the base.

While new account activations are substantial industry-wide,
iPayment needs to secure a larger percentage of these new
accounts, compared with one year ago, in order to maintain its
current position.  Additionally, the quality of the new accounts
must be maintained in order to sustain the company's low merchant-
loss history.


J.L. FRENCH: Files Plan of Reorganization and Disclosure Statement
------------------------------------------------------------------
J.L. French Automotive Castings, Inc., filed, on May 3, 2006, its
amended Plan of Reorganization and Disclosure Statement, that
outline how the company will satisfy claims in its Chapter 11 case
and emerge successfully as a reorganized company.  The Plan's
terms are consistent with those outlined by the company when it
filed its voluntary petitions under Chapter 11 on Feb. 10, 2006.  
The Plan also incorporates the terms of a settlement between the
company, the official committee of unsecured creditors and the
second lien agent, on behalf of the required backstop parties.

"We are on track with our reorganization, as evidenced by today's
filing which has been completed in less than 60 days since we
first entered Chapter 11," stated Jack F. Falcon, chairman, CEO
and president.  "During this time, we have operated our business
as we intended: We have entered into new business agreements with
major customers, commenced shedding underutilized assets, and
maintained our organizational leadership in its entirety.  We are
optimistic that we will complete the reorganization and emerge
with a new, revitalized balance sheet by the end of the second
quarter of this year."

                        Terms of the Plan

The Plan, which outlines the treatment of claims as divided into
various creditor classes, calls for the repayment in full of the
first lien debt totaling approximately $295 million.  All classes
related to the payment of debtor-in-possession financing claims,
administrative expenses, priority claims and capital leases and
other secured claims will be paid in full.

Under the Plan, the second lien notes claims, which total
approximately $177 million, will be converted into 8%-22% of the
new common stock and three tranches of warrants for new common
stock in the reorganized company.  The warrants will have strike
prices ranging from $195 million to $295 million in equity value.  
Holders of second lien notes claims may also participate in a
Rights Offering that will raise between $110 million and $130
million in exchange for 78%-92% of the new equity.  This cash will
help finance the reorganized company's exit from Chapter 11.  The
Rights Offering will commence concurrent with Plan solicitation.  
The company recently received Court approval to pay fees to those
parties that made commitments to backstop the Rights Offering.

Trade creditors will receive 100% of the face amount of their
claims, but will not receive interest on those claims.  General
unsecured creditors other than holders of senior subordinated
11-1/2% notes and trade creditors will receive their pro rata
shares of the greater of $50,000 or common stock having a value
equal to certain property unencumbered by liens.

The subordinated 11-1/2% notes are contractually subordinated to
the second lien notes claims, and holders of those notes will not
receive any distributions unless the second lien notes claims have
been satisfied in full.  Preferred and common equity holders will
receive no distribution under the Plan.

Distributions under the Plan will be made through new cash
investment, as well as exit financing of no less than $255
million, of which $205 million will be a term loan and a revolver
of $50 million, with at least $30 million unfunded capacity at the
time the Plan becomes effective.  The company is considering
several exit financing proposals and expects to have an exit
financing commitment shortly.

As of Dec. 31, 2005, J.L. French had approximately $465 million in
first and second lien senior secured debt and $28.9 million in
11.5% senior subordinated unsecured notes due 2009.  The company
incurred the majority of this debt as a result of an expansion and
acquisition program in the late 1990s.  When J.L. French completes
its reorganization, it anticipates long-term debt of approximately
$26 million, in addition to the new $205 million term facility
that will be added to the balance sheet.  As of Dec. 31, 2005, the
company had approximately $268 million in consolidated net
operating losses.

The company's 2005 revenues were approximately $482 million, most
of which the company generated in its continuing operations in
Wisconsin and Kentucky in the U.S. and in Spain.

                     Terms of the Settlement

The settlement provides, among other things, for a distribution of
warrants to holders of the 11-1/2% subordinated notes, as well as
a distribution of certain potential litigation recoveries to
general unsecured claims holders and the note holders.  These
distributions will be in addition to the recoveries contemplated
by the Plan of Reorganization as originally filed.

The company believes that the settlement is a major step forward
in staying on course to emerge from Chapter 11 in the second
quarter.  The matter will be heard in Court on May 23, 2006.

A hearing is set for May 12, 2006 for approval of the amended
Disclosure Statement, which would allow the company to begin
soliciting acceptances of its amended Plan of Reorganization.

                        About J.L. French

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


J.P. MORGAN: S&P Downgrades Class M Certificates' Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
L and M of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series
2001-CIBC2.
     
The lowered ratings reflect Standard & Poor's increased loss
expectations related to an REO property, Commerce Center, as well
as concerns regarding two delinquent loans with the special
servicer.
     
Commerce Center is a 313,843-sq.-ft. office property in
Memphis, Tennessee, that became 100% vacant following FedEx
Corp.'s lease expiration in February 2005.  Standard & Poor's
received updated valuation information on Commerce Center
suggesting that a 100% loss is probable on the associated
outstanding loan balance ($10.5 million, 1.2% of the aggregate
pool balance).  

Standard & Poor's current projected losses on the loan
significantly exceed those determined during its last review in
September 2005.  The expected principal loss will significantly
erode the credit support for the L and M classes.  Additionally,
several rated classes may experience liquidity interruptions
related to necessary advances on the loan.
     
The downgrades also reflect concerns with two other delinquent
loans ($6.9 million aggregate principal balance).  A grocery-
anchored retail property in High Point, North Carolina, secures
the larger of these loans ($6 million), which is 30 to 60 days
delinquent.  The property lost Winn-Dixie (45% of the net leasable
area) as an anchor.  An appraisal from November 2005 valued the
collateral at $4.2 million.
   
Ratings Lowered:
   
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2001-CIBC2
           
                             Rating

            Class   To     From    Credit enhancement
            -----   --     ----    ------------------
            L       B-     B             2.52%
            M      CCC+    B-            1.97%


JABIL CIRCUIT: SEC Conducts Informal Inquiry on Option Grants
-------------------------------------------------------------
The Securities and Exchange Commission is conducting an informal
inquiry on Jabil Circuit, Inc.'s option practices in response to
media reports about possible manipulations on the granting of
options to executives.  SEC would be asking the Company for some
documents in the course of their inquiry.

The SEC is reviewing options-grant practices at several companies
to check if options grants were not backdated to take advantage of
lower exercise prices or timed ahead of favorable news, the Wall
Street Journal reports.

The Company said it would cooperate fully with the SEC.

A derivative complaint was recently filed in Circuit Court in
Pinellas County, Florida, alleging that certain executives and
certain directors of the Company breached their fiduciary duties
in connection with certain stock option grants.  The Company's
Board of Directors appointed a special committee of the board to
review the action.

Two preliminary internal reviews determined that the company
didn't backdate stock-options grants.  The Company's General
Counsel Robert Paver led one of these reviews, Beth Walters, a
company spokeswoman, told the Journal.  The Company's audit
committee is also conducting a review.  Two of the directors on
this committee, Steven A. Raymund and Frank Newman, served on the
compensation committee when some of the option grants were
awarded.  Directors Laurence Grafstein and Kathleen Walters will
head the special board committee.  

Jabil Circuit, Inc. -- http://www.jabil.com/-- is an electronic   
product solutions company providing comprehensive electronics
design, manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more than
50,000 employees and facilities in 20 countries.  

Standard & Poor's Ratings Services places a BB+ preliminary rating
on Jabil Circuit's $1.5 billion senior and subordinated debts in
Aug. 19, 2005.


LASERSIGHT INC: Losses Prompt Auditor's Going Concern Doubt
-----------------------------------------------------------
Moore Stephens Lovelace, PA, expressed substantial doubt about
LaserSight Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005, 2004 and 2003.  The auditing firm pointed to the
Company's substantial losses since its inception, and negative
working capital at Dec. 31, 2005.

For the year ended Dec. 31, 2005, the Company reported $486,004 of
net income on $5.3 million of net revenues, compared to $14.7
million of net income on $7.9 million of net revenues in 2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $4.3 million and total debts of $7.3 million resulting
to a $3.0 million stockholder's deficit.

A full-text copy of LaserSight Inc.'s 2005 Annual Report, is
available for free at http://researcharchives.com/t/s?891

Headquartered in Winter Park, Florida, LaserSight Inc. --
http://www.lase.com/-- is principally engaged in the manufacture  
and supply of narrow beam scanning excimer laser systems,
topography-based diagnostic workstations, and other related
products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and
astigmatism.  Since 1994, it has marketed it laser systems
commercially in over 30 countries worldwide.  It is currently
focused on selling in selected international markets; primarily
China.  On Sept. 5, 2003, LaserSight filed for bankruptcy
protection under chapter 11 of the Bankruptcy Code and operated in
this manner from Sept. 5, 2003 through June 10, 2004, when the re-
organization was approved by the U.S. Bankruptcy Court for the
Middle District of Florida.


LBI MEDIA: Posts $24.7 Million Net Revenues for 4th Quarter 2005
----------------------------------------------------------------
LBI Media, Inc.'s net revenues increased 7% to $24.7 million for
the quarter ended Dec. 31, 2005, from $23.1 million for the same
quarter in 2004.  The Company's operating expenses decreased 1% to
$14.1 million in the fourth quarter of 2005 versus $14.2 million
in the fourth quarter of 2004.  

The decrease in operating expenses, the Company said, can be
primarily attributed to offering costs associated with its
parent's initial public offering of $1.5 million incurred in the
fourth quarter of 2004.  Offsetting the decline were the
incremental costs associated with producing additional in-house
programming, increased promotion, increased music license fees and
additional sales salaries and commissions associated with the
growth in its revenue base.

As a result, the Company's fourth quarter 2005 Adjusted EBITDA
increased 20% to $10.7 million from $8.9 million for the same
quarter last year.

The Company recognized net loss of $1.8 million for the quarter,
compared to net income of $1.1 million for the same period of
2004.

                      Full Year 2005 Results

For the full year ended Dec. 31, 2005, the company's net revenues
increased 7% to $97.5 million from $91.4 million in 2004 while its
operating expenses increased 7% to $51.7 million for the full year
ended Dec. 31, 2005, versus $48.5 million for the full year ended
Dec. 31, 2004.  

Offsetting the increase in operating expenses for the current
period was a charge of $1.5 million recorded in the year ago
period as a result of expenses associated with the company's
parent's initial public offering.  

For the full year ended Dec. 31, 2005, adjusted EBITDA increased
7% to $45.8 million from $42.9 million for the same twelve-month
period last year.

The Company recognized net income of $6.9 million for the full
year ended Dec. 31, 2005 compared to $13.0 million in 2004,
representing a 47% decrease.

Commenting on the company's results, Lenard Liberman, its
Executive Vice President, said, "I am very pleased with our net
revenue and Adjusted EBITDA growth in 2005.  Our net revenue
growth in both of our business segments in 2005 and our improved
ratings performance in all of our markets in 2005 provides us with
a strong foundation for an exciting year in 2006."

                      Recent Developments

The Company said it sought to refinance its existing $220 million
senior secured revolving credit facility with new $260 million
senior secured credit facilities, consisting of a $110 million
term loan credit facility and a $150 million revolving credit
facility.  The proceeds will be used to refinance existing
borrowings under the current senior credit facility.  The Company
expects the refinancing to close during the first half of 2006.

                         About LBI Media

Headquartered in Burbank, California, LBI Media, Inc. operates
Spanish-language radio and television stations in the United
States, based on revenues and number of stations.  The Company
owns sixteen radio stations and four television stations serving
the Los Angeles, CA, Houston, TX, Dallas-Ft. Worth, TX and San
Diego, CA markets.  The Company also owns a television
production facility in Burbank.

                          *     *     *

Standard & Poor's placed LBI Media's long-term foreign and local
issuer credit ratings at B on July 6, 2005 with a stable outlook.

Moody's assigned these ratings to LBI Media on June 26, 2002 with
a stable outlook:

   * long term corporate family -- B1
   * bank loan debt -- B1
   * senior subordinate -- B3


LEE JUDD: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Lee Holt Judd
        220 Loraine Drive
        Simpsonville, South Carolina 29680

Bankruptcy Case No.: 06-01888

Chapter 11 Petition Date: May 4, 2006

Court: District of South Carolina (Spartanburg)

Debtor's Counsel: Robert H. Cooper, Esq.
                  The Cooper Law Firm
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Discover                         Unsecured Credit       $12,380
c/o Bankruptcy Department        Card
P.O. Box 6011
Dover, DE 19903

MBNA America                                             $8,547
c/o Bankruptcy Department
400 Christina Road
Newark, DE 19713

Greenville Journal               Advertising             $6,000
148 River Street
Greenville, SC 29601

Lowe's                                                   $5,085

WMUU, Inc.                                               $4,946

American General Finance                                 $3,222

Capital One                                              $2,108

Graebel Van Lines                                        $2,000

Talbot's                                                 $1,002


LEVEL 3 COMMS: Fitch Affirms CCC Rating & Revises Outlook to Pos.
-----------------------------------------------------------------
Fitch revised the Rating Outlook of Level 3 Communications, Inc.
and Level 3 Financing, Inc. to positive from stable.  
Additionally, Fitch has affirmed the 'CCC' Issuer Default Rating
along with each issue rating assigned to Level 3 and Level 3
Financing.  Approximately, $6.7 billion of debt is affected by
this rating action.

The Positive Rating Outlook reflects Fitch's belief that the
improved operating leverage from the recent acquisitions,
particularly the announced acquisition agreement of TelCove, Inc,
will provide the company with the ability to materially improve
financial metrics as the integration of each is completed.  

In total, Fitch estimates that Level 3's acquisitions of:

   * WilTel,
   * Progress Telecom,
   * ICG Communications, and
   * TelCove

will produce, when fully integrated, incremental operating EBITDA
of approximately $470-500 million.  

These acquisitions will have been completed with a total purchase
price of approximately $2.3 billion, but with a cash component of
less than $1 billion.  Fitch believes that debt-to-EBITDA leverage
for Level 3 will fall below 8x by year-end 2007.  Likewise, free
cash flow should continue to materially improve with the company
approaching a neutral level near yearend 2008.  The Outlook also
reflects the company's efforts in maintaining liquidity and the
partial refinancing of its 2008 maturity schedule.

The pending TelCove acquisition is a significant improvement to
Level 3's credit profile and competitive position.  TelCove has
annual revenues of approximately $390 million and EBITDA of
approximately $130 million.  TelCove's gross margin and EBITDA
margin of 80% and 33%, respectively, is materially higher than
that of Level 3.  Once fully integrated, Level 3 expects that
TelCove will generate approximately $220 million of EBITDA in
2008.  TelCove does have a relatively high capital expenditure
intensity of 20-25% of revenues, but should still contribute,
Fitch estimates, approximately $100 million of free cash flow to
the company in 2008.  Level 3 will assume approximately $156
million of debt with this acquisition, of which it will repay $140
million at closing in 3Q 06.

The ratings of Level 3 continue to reflect:

   * the company's high leverage;

   * large amount of negative free cash flow;

   * large cash maturities starting in 2010; and

   * the execution risk associated with the integration of its
     various acquisitions and a changing revenue mix.

Fitch expects that Level 3 will have a greater focus on reducing
interest expense in the future and has various methods to complete
this, such as the conversion of approximately $1.2 billion of
senior convertible notes to equity.  If Level 3 was to complete a
conversion of these notes, it would greatly improve free cash
flow, lower overall leverage and accelerate its credit profile
improvement.  The timing of an upgrade of Level 3's IDR will be
linked to the company's ability to:

   * improve free cash flow to a level that is near-neutral or
     quickly approaching it;

   * reduce debt-to-EBITDA leverage to a range of 7-7.5x; and

   * generate positive organic revenue growth and steadily
     improving margins.  

Additionally, the company will need to maintain liquidity and the
financial flexibility to address its maturity schedule.

Pro forma for the announced acquisitions and the expected negative
free cash flow in 2006, Fitch expects that the company will still
have approximately $500-600 million of cash and marketable
securities, which should be sufficient to meet operating needs
through 2008.  The company does not have material debt maturities
until 2008 when $599 million is due.  Level 3 has a fully drawn
$730 million secured term loan facility due 2011.  The company
does not have maintenance covenants related to minimum interest
coverage or maximum leverage.  The existing covenants give the
company material flexibility to issue unsecured debt at the
holding company level.

Level 3 Financing's ratings reflect the strong recovery prospects
of the secured term loan and the senior unsecured notes, which
Fitch estimates would experience a full recovery in a bankruptcy
scenario compared to relatively weak recoveries at the holding
company level.

Fitch affirmed these ratings and revised the Outlook to Positive
from Stable :

  Level 3 Communications, Inc.:

     -- Issuer Default Rating 'CCC'
     -- Senior unsecured 'CCC-/RR5'
     -- Subordinated 'CC/RR6'

  Level 3 Financing, Inc.:

     -- Issuer Default Rating 'CCC'
     -- Senior secured term loan 'B/RR1'
     -- Senior unsecured 'B/RR1'


LIFEPOINT HOSPITALS: Fitch Rates Sr. Sub. Convertible Notes at B
----------------------------------------------------------------
Fitch issued these ratings to LifePoint Hospitals Inc.:

   -- Issuer Default Rating 'BB-'
   -- Secured bank credit facility, 'BB-'
   -- Senior subordinated convertible notes 'B'

The Rating Outlook is Stable.

LifePoint's ratings reflect:

   * the sustainability and successful execution of the company's
     rural-focused business model,

   * strong EBITDA margins, and

   * good free cash flow

offset by:

   * relatively high leverage,
   * integration challenges, and
   * persistent industry pressures.

LifePoint is a well-positioned, rural-focused operator with a
well-regarded management team that has a record of delivering
strong margins at legacy LifePoint (EBITDA margins in the 20%
range).  However, integration risks stemming from the company's
acquisition of Province Hospitals Inc. are evident and include
specific market-level challenges such as bad debt, physician
turnover and retention.  LifePoint, like the balance of the
hospital management sector continues to contend with soft patient
volume growth and increasing bad debt costs due to increasing
uninsured patient volume.

Margins, while pressured, remain fairly strong as pricing trends
continue to be relatively strong and costs mostly contained.  
Fitch notes that recently proposed adjustments to Medicare
reimbursement methodology, if implemented, will likely have a
favorable impact on rural operators in federal fiscal year 2007.
Further, Fitch believes that generally speaking, rural operators
are currently better positioned than their urban peers due to:

   * their payor and physician leverage;
   * improved Medicare reimbursement; and
   * less intense physician competition.

LifePoint's rating recognizes the increase debt burden from the
company's $1.8 billion acquisition of Province (which closed April
2005).  Total debt at March 31, 2006, was $1.5 billion and
leverage (total debt/EBITDA) was 3.4x.  Total debt may increase by
an additional $250 million to $330 million depending on the
outcome of the company's potential acquisition of five facilities
from HCA, Inc.  LifePoint and HCA previously signed a definitive
merger agreement under which LifePoint would acquire the five
facilities from HCA for $330 million (including working capital).
The transaction has not closed due to legal challenges at one of
the facilities and the two parties have entered into negotiations
to resolve the matter.  Ultimately, LifePoint's rating and outlook
is not dependent on the outcome of the transaction.

In spite of relatively high leverage, LifePoint generates good
cash flow and is positioned to reduce debt with free cash flow
assuming no additional acquisitions.  Fitch estimates that
LifePoint will generate approximately $300 million net cash flow
from operations in 2006 with free cash flow of approximately $100
million after capital expenditures (approximately 6% of total
debt).  Additionally, proceeds from asset sales may be used to
further reduce debt.

LifePoint's Bank Facility consists of a $1.4 billion Term Loan B
and a $300 million Revolving Credit Facility.  The Bank Facility
is fairly restrictive with customary affirmative, negative and
financial covenants.  The Bank Facility includes limits on:

   * capital expenditures,
   * dividends,
   * share repurchases,
   * additional indebtedness, and
   * subordinated debt repayment.  

The Bank Facility also includes cash flow sweeps (asset sales,
excess cash flow, debt and equity proceeds) that could further
reduce LifePoint's leverage.

The 'BB-' Bank Facility rating reflects the limited security
package (pledge of capital stock only) precluding additional
notching for the facility vis-a-vis the IDR.  The 'B' rating on
the company's 4.25% Subordinated Convertible Notes ($225MM) due
2025 reflects these notes deep subordination to the Bank Facility.
The Bank Facility restricts Subordinated Debt repayment to $150
million indicating that the Bank Facility must be paid down (or
expire) before the Sub Notes can be fully retired through a call
(including forced conversion) or tender.

Liquidity is provided by cash flow from operations and the
$300 million Revolving Credit Facility (offset by $75 million
in letters of credit).  The Revolving Credit Facility can be
increased by an additional $100 million.  The company had no
amounts outstanding under the facility and there were
approximately $22 million in LC's outstanding at March 31, 2006.
Additional liquidity is provided by an option to increase the
company's existing Term Loan B by $250 million.

LifePoint operates a portfolio of 51 general, acute care hospitals
in non-urban communities.  Forty nine of the company's hospitals
are the sole community hospital in their respective markets.


LORBER INDUSTRIES: Gets Okay to Hire Fineman West as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allowed Lorber Industries of California to employ Fineman West &
Co., LLP, as its accountants.

Fineman West will prepare the Debtor's California and Federal
income tax returns, and perform any other accounting services that
the Debtor might need.

Gary M. Fineman, a partner at Fineman West, told the Court that
the Firm's professionals bill:

      Professional           Hourly Rate
      ------------           -----------
      Partners                  $350
      Tax Managers           $235 - $295
      Tax Senior                $175

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

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized  
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  The Debtor's
schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


MARSH SUPERMARKETS: Inks Merger Agreement with Sun Capital Unit
---------------------------------------------------------------
Marsh Supermarkets, Inc., signed a definitive merger agreement
with MSH Supermarkets Holding Corp., an affiliate of Sun Capital
Partners, Inc.  MSH Supermarkets
will acquire the Company for $11.125 per share in an all cash
transaction.  The transaction has no financing contingency.

The $11.125 offer values Marsh's equity at about $88 million, The
Deal reports.  Directors and officers controlled more than 40% of
the voting stock as of June 2005, led by chairman and CEO Don E.
Marsh, with 21%, and other Marsh family members.  American
Financial Group Inc., a Cincinnati insurance company, holds a
further 19% of the Class A shares.

The Company's Board of Directors approved the transaction upon the
recommendation of the Special Committee of disinterested and
independent directors.  Merrill Lynch & Co. served as financial
advisor to the Company, and both Merrill Lynch and Peter J.
Solomon Company provided the Company's Board of Directors with a
fairness opinion.  The transaction is expected to close in the
third quarter of calendar 2006, subject to customary closing
conditions, approval of the Company's shareholders, and regulatory
approvals.

Don E. Marsh, Chairman of the Board and Chief Executive Officer of
Marsh Supermarkets, Inc., commented, "We have conducted a thorough
process of analyzing strategic alternatives and are pleased to
move forward with an affiliate of Sun Capital Partners.  Sun
Capital's financial resources and deep retail operating experience
will give Marsh the support we need to compete, grow, and further
enhance our business in a changing market."

Gary M. Talarico, Managing Director of Sun Capital Partners, Inc.,
commented, "We are very pleased to have executed the definitive
merger agreement with Marsh Supermarkets and look forward to
closing the transaction as quickly as possible.  We see tremendous
potential in this 75-year franchise and intend to build upon
Marsh's significant market share in the communities in which it
serves. We also look forward to working with the management team
and employees of the Company to continue to deliver excellent
value to the Marsh customers."

                        About Sun Capital

Sun Capital Partners, Inc., is a private investment firm focused
on leveraged buyouts, equity, debt, and other investments in
market-leading companies that can benefit from its in-house
operating professionals and experience.  Sun Capital affiliates
have invested in and managed more than 115 companies worldwide
with combined sales in excess of $30.0 billion since Sun Capital's
inception in 1995.  Sun Capital has offices in Boca Raton, Los
Angeles, New York, London, and Shenzhen.

                    About Marsh Supermarkets

Marsh Supermarkets, Inc. (Nasdaq:MARSA) (Nasdaq:MARSB) --
http://www.marsh.net/-- is a leading regional chain, operating 69  
Marsh(R) supermarkets, 38 LoBill(R) Foods stores, eight O'Malia(R)
Food Markets, 154 Village Pantry(R) convenience stores, and two
Arthur's Fresh Market(R) stores in Indiana, Illinois, and western
Ohio.  The Company also operates Crystal Food Services(SM), which
provides upscale catering, cafeteria management, office coffee,
coffee roasting, vending, and concessions, and restaurant
management and Primo Banquet Catering and Conference Centers,
Floral Fashions(R), McNamara Florist(R), and Enflora(R) -- Flowers
for Business.

                         *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services held its 'B-' corporate credit
and 'CCC' subordinated debt ratings on Marsh Supermarkets Inc. on
CreditWatch with developing implications.


MERIDIAN AUTOMOTIVE: Wants to Make Retiree Expenses Plan Compliant
------------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the Honorable Mary Walrath of the U.S. Bankruptcy
Court for the District of Delaware to exercise their right to
bring their retiree medical insurance expenses at the Jackson
Facility into compliance with the limits stated in their Plan of
Reorganization and the collective bargaining agreements known as
The Goodyear Tire & Rubber Company Comprehensive Medical Benefits
Program for Employees and Their Dependents.

On July 14, 2000, the Debtors acquired Cambridge Industries,
Inc., which has owned and operated the Debtors' Jackson, Ohio
facility since purchasing it on June 30, 1997, from the Goodyear
Tire & Rubber Company.  When Cambridge purchased the Jackson
Facility, it became the successor and assumed retiree medical
benefits obligations that had been established by agreement
between Goodyear and Local 820-L of the United Steelworkers of
America.

In turn, when the Debtors acquired Cambridge, they likewise
assumed those obligations.  The benefits are governed by The
Goodyear Tire & Rubber Company Comprehensive Medical Benefits
Program for Employees and Their Dependents, effective April 20,
1996, as modified by side letters or collectively bargained
agreements dated April 20, 1996, and April 17, 2003.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, notes that the Plan places limits on the
maximum expense that the Debtors are required to bear with
respect to medical benefits provided to retirees.  It also
provides detailed instructions as to how costs in excess of those
expense limits are to be apportioned.

The Summary Plan Description, which includes the Plan document,
is available for free at http://ResearchArchives.com/t/s?892

The parties amended the Plan and agreed that with respect to
retiree benefits, they would "[r]educe pre-age 65 cap to $7,500
for those not retired as of Dec. 31, 2003."

Thus, the caps currently in place remain:

    -- $4,200 annually for retirees over age 65;

    -- $11,700 for retirees under the age of 65 who retired on or
       after April 20, 1996, but before Jan. 1, 2004; and

    -- $7,500 for those under age 65 who retired, or retire, after
       Dec. 31, 2003.

There are no participating retirees who retired before April 20,
1996, Mr. Brady tells the Court.

Despite the contractual language calling for the apportionment of
retiree medical expenses above these caps among the participating
retirees, the Debtors have not elected to require any retiree
contributions.

According to Mr. Brady, the Debtors' expenses under the Plan have
exceeded the contractual limits for at least some retirees since
2001.  By the Debtors' calculations, the gap has grown to the
extent that for retirees:

    * under the age of 65 who retired:

      (a) prior to Jan. 1, 2004, the Debtors are bearing an
          average annual expense of $14,472 for each retiree,
          which exceed the contractual cap by $2,772 per retiree;
          and

      (b) on or after Jan. 1, 2004, the Debtors are currently
          subsidizing an amount greater than what is contractually
          required -- $6,972 annually per retiree; and

    * over the age of 65, the subsidy above what is contractually
      required is $9,163 annually per retiree.

Mr. Brady says that the Debtors can no longer afford to ignore
the contractual limits that they bargained for concerning their
retiree medical expenses.  The Debtors therefore seek to
implement the caps as stated in the Letter Agreement and the 2003
CBA.  "Although doing so will result in increased premiums for
retirees, they will not be required to pay anything more than
what their Union representatives had bargained for."

The change will save the Debtors $344,000 this year on an
annualized basis, while still allowing the Jackson bargaining
unit retirees to continue to receive retiree medical benefits as
agreed under the terms of the Plan and the CBA.

The Debtors are still negotiating with the United Steelworkers
comprehensive proposal to modify the Jackson retiree benefits
aimed at simplifying and reducing the costs of the plan.
Significant savings as outlined under that proposal are necessary
to the Debtors' ability to successfully to emerge from
bankruptcy, Mr. Brady tells the Court.

As of April 18, 2006, the Union has not agreed to the Debtors'
proposal, and the parties have not reached agreement on any other
revisions that would achieve the necessary cost savings.  While
the Debtors will continue their discussions with the United
Steelworkers, after attempting for more than three months to
reach agreement, the Debtors believe they can no longer postpone
the implementation of the contractual expense limits that are
already stated in the plan documents and CBA.

The Debtors believe that the proposed modifications constitute an
ordinary course transaction for which no court approval is
required under Section 363(b)(1) of the Bankruptcy Code.
Nevertheless, out of an abundance of caution and in the interest
of full disclosure, the Debtors seek the Court's authority to
implement the contractual expense limitations as a transaction
occurring outside the ordinary course of business.

                  Inapplicability of Section 1114

The decision to bring retiree medical expenses into compliance
with the Plan documents and CBA at the Jackson Facility is
unaffected by Section 1114 of the Bankruptcy Code, Mr. Brady
asserts.  Section 1114 generally prevents a debtor from modifying
or discontinuing vested retiree benefits without first complying
with specified procedures.

"Section 1114 has absolutely no bearing on changes like those
proposed by the Debtors, since the Plan itself unambiguously
establishes the very expense caps that the Debtors now seek to
implement," Mr. Brady says.

                     United Steelworkers Object

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
is the bargaining agent of all production and maintenance
employees employed by the Debtors at the Jackson facility.  The
Union is also the authorized representative for purposes of
Section 1114 of the Bankruptcy Code of persons receiving retiree
benefits pursuant to collective bargaining agreements between the
Debtors and the Union.

Susan E. Kaufman, Esq., at Heiman, Gouge & Kaufman, LLP, in
Wilmington, Delaware, relates that the Debtors and the Union were
parties to a collective bargaining agreement that went into
effect on April 19, 2003, and which was to have expired on its
own accord on April 15, 2006.

The parties agreed to extend the 2003 Agreement until April 21,
2006, after which the Debtors locked out all of their Jackson
bargaining unit employees, Ms. Kaufman tells the Court.

Ms. Kaufman contends that if the Court grants the Debtors'
request, the Union would be deprived of the exclusive
collectively bargained means for resolving disputes concerning
its labor agreement with the Debtors.

"It is a fundamental principle of our labor laws that arbitration
is the preferred medium for the resolution of labor disputes,"
Ms. Kaufman says.

The Union's grievance involves disputes concerning whether the
Debtors have violated the grievance and arbitration clauses of
the agreement by asking the Court to resolve the dispute and
whether the proposed modifications violate those provisions of
the 2003 Agreement relating to the group insurance plans, Ms.
Kaufman tells the Court.

The Union asks the Court to dismiss the Debtors' request with
prejudice.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants More Time to File Disclosure Statement
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware to extend the time by which they must file a
disclosure statement for an additional 30 days and fix May 29,
2006, as the last day by which they must file the disclosure
statement.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington Delaware, relates that since the Debtors filed
their Plan of Reorganization, they have continued their efforts
to gain additional creditor support to confirm the Plan to
achieve a fully consensual plan.  Although they continue to press
forward, the Debtors need more time to complete a disclosure
statement to accompany the Plan, Mr. Brady tells Judge Walrath.

Mr. Brady tells Judge Walrath that extending the deadline will
facilitate the Debtors' ongoing discussions with parties-in-
interest in connection with the Plan as they move towards
confirmation and emergence from Chapter 11.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Seeks OK on Sept. 25 Lease Decision Deadline
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware to further extend their time to assume,
assume and assign, or reject unexpired non-residential real
property leases through and including Sept. 25, 2006.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that the Debtors are
parties to at least 11 major facility lease agreements, which
include many of their primary production facilities and
warehousing centers:

     Lessor                            Location
     ------                            --------
     Etkin Equities                    2001 Centerpointe Parkway,
                                       Suite 112,
                                       Pontiac, Michigan

     DEMBS/ Roth Group                 4280 Haggerty Road,
                                       Canton, Michigan

     Ford Motor Land Development       999 Republic Drive,
     Corp.                             Allen Park, Michigan

     Growth Properties, LLC            300 Growth Parkway
                                       Angola, Indiana

     Communite Improvement Corp.       1020 E. Main Street,
                                       Jackson, Ohio

     L.E. Tassel, Inc.                 3075 Brenton Road, S.E.
                                       Grand Rapids, Michigan

     Meri (NC) LLC                     6701 Stateville Blvd.,
                                       Salisbury, North Carolina

     North-South Properties LLC        747 Southport Drive,
                                       Shreveport, Louisiana

     P&E Realty Inc.                   13811 Roth Road,
                                       Grabill, Indiana

     Rushville Manufacturing Mall      1350 Commerce Street,
     Land Trust # 101                  Rushville, Indiana

     Westfield Industrial Center       13881 West Chicago Street,
                                       Detroit, Michigan

These facilities are at the core of the Debtors' operations and
many of the locations subject to the Real Property Leases will
play a significant role in the Debtors' reorganization process,
Mr. Brady explains.

According to Mr. Brady, the Debtors have not completed their
review of the leases.

Mr. Brady assures the Court that pending the Debtors' election to
assume or reject the Real Property Leases, the Debtors will
perform all of their undisputed obligations arising from and
after they filed for bankruptcy in a timely fashion, including the
payment of postpetition rent due, as required by Section
365(d)(3) of the Bankruptcy Code.

The Debtors believe that, as of April 17, 2006, they are current
on all postpetition obligations under the Real Property Leases.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MQ ASSOCIATES: Earns $14.5 Million During Year Ended Dec. 31, 2005
------------------------------------------------------------------
MQ Associates, Inc. reported $293 million in net revenues for the
twelve months ended Dec. 31, 2005 representing an increase of
$18.4 million, or 6.7%, from net revenue of $274.6 million for the
twelve months ended Dec. 31, 2004.  

MQ Associates' income from operations was $14.5 million for the
twelve months ended Dec. 31, 2005, representing a decrease of
$1 million, or 6.1%, from income from operations of $15.5 million
for the twelve months ended Dec. 31, 2004.

For the twelve months ended Dec. 31, 2005, the company's capital
expenditures were $17.4 million compared to $49.4 million for the
twelve months ended Dec. 31, 2004, while the cash provided by
operating activities was $34.0 million compared to $33.0 million
for the twelve months ended December 31, 2004.

Its adjusted EBITDA increased to $59.5 million, an increase of
$7.0 million, or 13.3%, compared to $52.5 million for the twelve
months ended December 31, 2004.

                       Estimated DRA Impact

The company believes that the reimbursement reductions in the
Deficit Reduction Act of 2005 signed by President Bush on
Feb. 8, 2006, will have a material adverse impact upon its results
of operations, cash flows and overall financial condition.  

The DRA codifies the Centers for Medicare and Medicaid Services'
reduction in the reimbursement for scans of contiguous body parts
and also provides for a significant reduction in reimbursement for
radiology services for Medicare Part B beneficiaries.  

According to the company, if the reimbursement reductions had been
in full effect during the year ended Dec. 31, 2005, the impact on
its financial results would have been a $12.2 million reduction in
net revenue, comprised of $9.9 million for the impact of the lower
of Medicare Part B or OPPS and $2.3 million for the full 50%
impact of the contiguous body part reimbursement reduction.  

The company expects the actual impact of the reduction on its
Medicare net revenue during 2007 will be comparable to the
estimates if the DRA is not modified prior to Jan. 1, 2007,
although payor mix and scan mix during 2007 could vary from the
company's actual experience in 2005, which would impact the
effect on the reimbursement reduction.

The company states that the DRA's estimated impact does not
include the impact of third party payors, other than Medicare,
implementing comparable reductions in reimbursement.  If other
payors were to implement reductions, the company's results of
operations, cash flows and overall financial condition would be
further adversely affected.  The company is unable to anticipate
or estimate the possibility or extent of potential reductions by
non-Medicare payors.

To the extent that commercial payors with which the company's
contracts base their payments for diagnostic imaging services on
Medicare reimbursement rates, any reduction in Medicare rates
could result in a corresponding reduction in reimbursement from
its commercial payors.  Similarly, any change in a significant
commercial payor's reimbursement rates may result in a
corresponding change in reimbursement rates with other commercial
payors.

Future Medicare reimbursement reductions may further reduce the
payments the company receives for its services.  Any change in the
rates of or conditions for reimbursement could substantially
reduce the number of procedures for which the company can obtain
reimbursement or the amounts reimbursed to the company for
services it provides, the company said.

                     About MQ Associates, Inc.

Headquartered in Alpharetta, Georgia, MQ Associates, Inc. is a
holding company with no material assets or operations other than
its ownership of 100% of the outstanding capital stock of
MedQuest, Inc.  

                       About MedQuest, Inc.

Headquartered in Salt Lake City, Utah, MedQuest, Inc. is an
integrated medical device research and development firm.  MedQuest
designs and develops products, including functional simulators,
for cardiovascular and general surgery.  The company operates a
network of 92 centers in thirteen states located primarily
throughout the southeastern and southwestern United States.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005,
Moody's Investors Service confirmed MQ Associates' B2 corporate
family rating and MedQuest's B2 debt and junked subordinated note
ratings.  Moody's also downgraded rating on MQ Associates' $97
million senior discount notes due 2012, to Caa3 from Caa2.  The
outlook for the ratings is negative.

In its annual report filed with the Securities and Exchange
Commission on March 31, 2006, MQ Associates' balance sheet at
December 31, 2005 showed $198.4 million in total assets and $386.7
million in total liabilities resulting in a $258.3 million total
stockholders' equity deficit.  

The MQ Associates' balance sheet also reflected a strained
liquidity with $45.6 million in total current assets and $54.2
million in total current liabilities.


MUSICLAND HOLDING: To Pay Postpetition Debts to Licensing Venture
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs Musicland Holding Corp. and its debtor-affiliates to pay
certain Postpetition Debts to Licensing Ventures, Inc.  

Licensing Ventures had asked the Court to compel the Debtors to:

   (a) pay $622,138, under the terms of their unexpired executory
       contracts; and

   (b) remain current in respect of those payments until the time
       the contracts are assumed or rejected.

Pursuant to the Court's order, the Debtors are required to place
in a segregated account $473,645, representing the difference
between the $622,138 demanded by LVI and the $148,492 of the
Debtors' Internet sale proceeds that LVI currently holds.

The Court further rules that LVI will promptly surrender
possession, at the Debtors' direction, of any and all goods, items
and other properties of the Debtors in its control.

                   Merchant Services Agreement

The Debtors and LVI are parties to a Merchant Services and Supply
Agreement dated February 25, 2004.  Under the Supply Agreement,
LVI provides the Debtors with services, relating to buying and
marketing previously-owned music, videos and games for both retail
sales in stores and on Internet Web sites owned or operated by the
Debtors, in exchange for certain monthly fees and expenses.

The parties also entered into an Intellectual Property License
Agreement dated March 1, 2004, where LVI granted the Debtors:

   -- a license to utilize its proprietary inventory shipping and
      related software, and

   -- an exclusive license to use its Web site, in connection
      with the arrangements under the Supply Agreement.

Mr. Abraham Backenroth, Esq., at Backenroth Frankel & Krinsky,
LLP, in New York, notes that the Supply Agreement contains a
strict exclusivity provision, wherein LVI is designated as the
Debtors' exclusive merchant for the Products.  In addition, LVI is
not permitted to sell, distribute or otherwise provide Products
and Merchant Services to another party, without the Debtors'
consent.

According to Mr. Backenroth, since the Petition Date, the Debtors
had made no payments to LVI.  As of March 1, 2006, the Debtors'
postpetition obligations to LVI amounts to $622,138.

                         Debtors Object

David A. Agay, Esq., at Kirkland & Ellis LLP, in New York,
contends that to qualify as an administrative expense, a claim
must both arise from a transaction with the debtor-in-possession,
and benefit the debtor-in-possession in the operation of its
business.

Mr. Agay emphasizes that the focus on allowance of a priority is
to prevent unjust enrichment of the estate, not to compensate the
creditor for its loss.

LVI's request is bereft of any justification for entitlement to
payment, thus failing to carry its burden of proving a right to a
priority administrative claim, Mr. Agay argues.

Moreover, the Debtors complain that LVI interfered with their
business both by asserting liens on their goods, which LVI has
since abandoned, and by continuing to deprive them of goods even
after LVI dropped its lien claims.

Mr. Agay points out that LVI asserted in its objection to the
Debtors' Critical Vendor Motion on January 25, 2006, that it
considered the Supply and License Agreements to be "suspended" due
to the Debtors' failure to pay balances.  "Thus, if those
contracts were 'suspended' in LVI's view no later than
January 25th, there is no basis for LVI to assert now that it
provided any benefit to the estate after that date."

LVI cannot maintain that the Debtors owe it any intellectual
property license fees or certain merchant service fees when the
Debtors has not asked for, or used, those services, Mr. Agay
contends.

According to Mr. Agay, even if LVI is entitled to some
postpetition payments from the Debtors, LVI is not entitled to the
administrative claim because several of the alleged charges relate
to prepetition services.

Given the parties' conflicting views on the postpetition payments
owed by the Debtors and services performed by LVI, the Debtors ask
the Court to set an evidentiary hearing on LVI's request.

                          LVI Responds

Shepard Alster, the secretary and treasurer of Licensing
Ventures, Inc., asserts that LVI was well within its rights to
assert a lien claim for the goods stored in its warehouse.

The Debtors' counsel failed to allege how the mere assertion of a
lien could possibly have interfered with the Debtors' business in
a material way, Mr. Alster argues.

LVI does not know what the Debtors mean by the statement "LVI
refused the Debtors entry to its goods", Mr. Alster notes.   
However, if it refers to the fact that LVI refused to allow the
Debtors to empty its warehouse, the Debtors failed to disclose
that both Parties were engaged in negotiations at that time,
pursuant to which the Debtors had agreed to pay LVI for its
services.  The Debtors, however, refused to pay as was written in
their contract, Mr. Alster says.  Thus, LVI refused to empty the
Warehouse.

The statements of the Debtors' counsels are not supported by
evidence, and are not credible in any event, Mr. Alster maintains.

Judge Stuart M. Bernstein adjourns the hearing to consider the
remaining issues of LVI's request at a later date, where both
parties will exchange witnesses and exhibit lists.

                      About Musicland Holding

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


MUSICLAND HOLDING: Walks Away from 24 Contracts & Leases
--------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York approved Musicland Holding Corp. and
its debtor-affiliates' request to:

   (a) authorize them to reject the Contracts and Leases,
       effective as of March 31, 2006;

   (b) prohibit counter parties and landlords to the Contracts or
       Leases from setting off or otherwise using security
       deposits or other monetary deposits without the Court's
       approval;

   (c) permit them to abandon property of de minimus value that
       may be contained within trailers certain counterparties
       provided under the Leases, without any liability to those
       counterparties; and

   (d) require the counterparties to the rejected Contracts and
       Leases to file a proof of claim relating to the rejection,
       on or before May 1, 2006.

The rejection request does not include the Master Lease Agreement
No. 2631 and the Master Services Agreement No. 2631 between the
Debtors and Gelco Corp.

The Court rules that the Master Lease Agreement No. 2631 will be
deemed rejected as of April 12, 2006.  Gelco will have an $8,250
administrative expense claim for rent accruing under Master Lease
Agreement No. 2631 for the period from April 1, 2006, through
April 12, 2006.  The Debtors will promptly pay the Gelco
Administrative Claim.

The Court further rules that Gelco will be entitled to assert an
administrative claim under Master Services Agreement No. 2631 for
any services performed through April 12, 2006, on vehicles the
Debtors leased under Master Lease Agreement No. 2631.

In the light of the recent sale of their assets to Trans World
Entertainment Corporation, the Debtors determine that they no
longer require several of their prepetition contracts and leases
on a going-forward basis.

The Debtors have preliminarily identified 26 executory contracts,
residential real property leases and personal property leases that
are no longer integral to their ongoing business operations and
that present potentially burdensome liabilities:

Counter Party           Description
------------            -----------
AEC Direct              Services agreement
AIMCO-Clahoun LLC       Real Property Lease for Apartment No. 502
AIMCO-Clahoun LLC       Real Property Lease for Apartment No. 806
Cingular Wireless II    Agency Agreement for GoPhone Services
Cingular Wireless II    Executive Dealer Agreement   
Cingular Wireless II    MLG Digital Entertainment Bar Trial Pact
Delta Dental            Dental insurance contract
Gelco Corp.             Leased Vehicle Servs. Agreement No. 2631
Gelco Corp.             Vehicle Lease Agreement No. 2631
Graphic Communications  Supply Agreement
HMSA                    Medical benefits contract
IBM Credit Corp.        Lease of 100 registers
IBM Credit LLC          Lease of three Sun servers
Mastercard Int'l.       Co-branding and marketing arrangement
MCS Life Insurance      Life insurance benefits contract
Next Galaxy Media       Private Label Agreement
Providian Nat'l. Bank   Credit Card Alliance Contract
RMS Networks Inc.       Marketing/advertising Agreement
Transport Int'l Pool    Lease of three trailers
United Online           Marketing agreement
VeriSign Services       Payment services agreement
Warner Bros. Consumer   Product License Agreement No. 15867
Warner Bros. Consumer   Product License Agreement No. 15919
Zimmerman & Partners    Marketing/advertising agreement
SPC Entertainment       License agreement
Int'l. Periodical       Supply Agreement
Distributors Inc.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, notes that the Debtors may have claims against the
counterparties arising under, or independently of, the Contracts
and Leases.  The Debtors do not waive any claims or defenses.

                      About Musicland Holding

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


NORTHWEST AIRLINES: Pilots Approve $358 Million Pay Cuts
--------------------------------------------------------
Northwest Airlines Inc.'s pilots, represented by the Air Line
Pilots Association, Int'l, voted to ratify a new 5-1/2 year
contract preserving important NWA pilot job protections while
reducing pilot costs by $358 million.  The concessionary contract
designed to help NWA emerge from bankruptcy was approved by a
63.424B3% to 36.58$ margin.  Ninety-five percent of eligible NWA
pilots voted.

"The agreement is a painful but necessary part of a successful
restructuring of Northwest Airlines," NWA Master Executive Council
(MEC) Chairman Capt. Mark McClain said.  "Now is the time for
Northwest pilots to unite and begin looking forward to our
company's successful emergence from bankruptcy."

"Our pilots have played an extraordinary leadership role in
helping Northwest achieve the cost reductions necessary to
restructure the airline successfully. They led the way with the
December 2004 bridge agreement.  With [the] vote, our pilots and
their families have made another significant sacrifice to help
secure Northwest's future," said Doug Steenland, Northwest
Airlines president and chief executive officer.

"Our goal in negotiations was to provide contract changes which
addressed Northwest's needs, but also provided security for
Northwest pilot jobs," Capt. McClain said.  "Our negotiators did a
remarkable job preventing Northwest management's excessive small-
jet demands and retaining merger and fragmentation rights for
Northwest pilots."

"ALPA's contract ratification is a major step in ensuring the
long-term success of our airline.  We look forward to continuing
to work with ALPA's leaders as we reshape Northwest going forward.
In particular, we will be working with our pilots to help secure
expeditious passage of pension legislation that would secure the
pensions that our pilots have earned and deserve," Mr. Steenland
added.

The new agreement retains the current 23.9% pay cut NWA pilots
agreed to in November 2005 and provides NWA pilots with
significant scope protections against the outsourcing of mainline
flying to small jets.  NWA pilots successfully retained all flying
on 77-seat and higher aircraft while limiting the number of small
jets to 55 (or 90 if placed at an affiliate) 51-76 seat aircraft.   
In addition, NWA pilots receive an $888 million unsecured claim in
NWA and participate in profit sharing and success sharing once the
company emerges from bankruptcy.

ALPA and NWA management began negotiations once NWA filed a
Section 1113(c) motion with the bankruptcy court on Oct. 12, 2005,
to reject all union contracts.  The negotiations took place
simultaneously with the 1113(c) bankruptcy hearing in New York.   
Eventually, the negotiations resulted in a tentative agreement
March 3, 2006, just prior to a ruling from Bankruptcy Judge Allan
Gropper.

The new NWA pilot contract will take effect once IAM and PFAA have
new ratified agreements.  PFAA is currently voting on its
tentative agreement, while the IAM is resuming the 1113(c) hearing
on May 15 on the two contracts, which were not ratified by their
membership.

"Although the past few years have been extremely difficult,
Northwest pilots displayed their professionalism each and every
day," Capt. McClain said.  "At this point, it is incumbent upon
Northwest management to not squander our significant sacrifices,
but to intelligently pursue a course that enables us to emerge
from bankruptcy as a proud and profitable airline."

                        Other Agreements

To date, in addition to ALPA, Northwest has reached agreements on
permanent wage and benefit reductions with the Aircraft Technical
Support Association -- ATSA, the Transport Workers Union of
America -- TWU, and the Northwest Airlines Meteorologists
Association -- NAMA.  Also, the airline's International
Association of Machinists and Aerospace Workers-represented
customer service and reservations staff employees have ratified a
new contract, providing for permanent wage and benefit reductions.   
In addition, two rounds of salaried and management employee pay
and benefit cuts have been implemented and the needed aircraft
maintenance employee labor cost savings have been achieved.

Since beginning its restructuring process in September of last
year, Northwest has remained focused on its plan to realize
$2.5 billion in annual business improvements in order to return
the company to profitability on a sustained basis.  The
restructuring plan continues to be centered on three goals:
resizing and optimization of the airline's fleet to better serve
Northwest's markets; realizing competitive labor and non-labor
costs; and restructuring and recapitalization of the airline's
balance sheet.

                           About ALPA

Founded in 1931, Air Line Pilots Association, Int'l --
http://www.nwaalpa.org/-- represents 62,000 pilots at 39 airlines  
in the U.S. and Canada.  ALPA represents approximately 5,000
active NWA pilots and 700 furloughed NWA pilots.  

                    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.


OWENS CORNING: Balance Sheet Upside-Down by $8.09 Bil. at March 31
------------------------------------------------------------------
Owens Corning reported record sales and operating results for the
first quarter ending March 31, 2006.  The company reported sales
of $1.601 billion during the period, compared with $1.402 billion
in the first quarter of 2005, a 14.2% increase from the prior
year.

"I am pleased that our company delivered a strong financial
performance by all measures," said Dave Brown, president and chief
executive officer.  "Our record operating results in the first
quarter reflected the strong demand of our Building Materials
Systems segment.  We will continue to introduce new product
offerings, maintain cost control and streamline our business
processes to deliver profitable growth and enhance customer
satisfaction.

"Our unconditional commitment to the safety of employees remains a
top priority," added Mr. Brown.  "We've continued to reduce the
number of recordable injuries in the workplace through the first
quarter, resulting in an unprecedented level of safety within our
company."

For the first quarter of 2006, Owens Corning reported income from
operations of $115 million, compared with a loss from operations
of $4.281 billion for the same period of 2005.  In March of 2005,
a federal district court estimated Owens Corning's asbestos
liability at $7 billion, which resulted in a non-cash charge of
$4.342 billion in the first quarter of 2005.  Excluding this and
other Chapter 11-related reorganization items of $7 million and
$36 million during the first quarter of 2006 and 2005,
respectively, operating performance improved 26% in the first
quarter compared with the same period of 2005.

As of March 31, 2006, the Company's balance sheet showed $8.733
billion in total assets and $8.095 billion in stockholders' equity
deficit.

When communicating to its Board of Directors and employees
regarding the operating performance of Owens Corning, management
excludes certain items, including those related to the company's
Chapter 11 proceedings, asbestos liabilities and restructuring
activities.  The company recognizes that excluding these items is
not necessarily a more meaningful measure of performance than is
operating income (loss) reported on a GAAP basis.  In addition,
such presentation is not necessarily indicative of the results
that the company would have achieved if the company was not
subject to Chapter 11 proceedings.

                              Outlook

Although market demand for building materials products remained
strong through the first quarter, recent increases in United
States housing inventory and interest rates are expected to exert
pressure on demand, which could impact prices for certain
products.

Offsetting this potential softening of demand, the Energy Policy
Act of 2005 may stimulate demand for Owens Corning products in the
United States due to the potential tax credits offered to home
builders for the construction of more energy-efficient homes, and
to homeowners for certain energy-efficient home improvements.

                Progress Toward Emergence Continues

Owens Corning filed a modified plan of reorganization, available
at http://www.ocplan.com/with the United States Bankruptcy Court  
for the District of Delaware on March 29, 2006.  While this filing
is a key step toward emergence, a number of additional steps
remain in the process, including creditor voting and Court
approval.

The Bankruptcy Court scheduled Owens Corning's disclosure
statement hearing for May 10, 2006, where it will determine
whether the plan provides sufficient information to allow
creditors to cast an informed vote on the plan.  Confirmation
hearings in the company's Chapter 11 case are currently set for
July 10, 17 and 18, 2006.

While the revised plan of reorganization is not yet a fully
consensual plan, the company continues to negotiate with each of
its creditors to reach agreement.  Owens Corning remains committed
to emerging from Chapter 11 with a plan that deals fairly and
equitably with all of our creditors and is in the best interests
of our employees, customers and company.

A full-text copy of Owens Corning's Form 10-Q report is available
for free at the Securities and Exchange Commission at:

               http://ResearchArchives.com/t/s?896

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
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 Oct. 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. (Owens Corning Bankruptcy
News, Issue No. 129; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


OWENS CORNING: Equity Holders Press for Equity Panel Appointment
----------------------------------------------------------------
The Ad Hoc Committee of Preferred and Equity Security Holders the
chapter 11 cases of Owens Corning and its debtor-affiliates asks
the U.S. Bankruptcy Court for the District of Delaware for leave
to take an appeal from the Court's order denying appointment of an
official preferred and equity security holders committee

The Ad Hoc Committee asserts that the Debtors' Chapter 11 cases
"cry out for the immediate appointment of an Official Security
Holders Committee."

According to Marc J. Phillips, Esq., at Connolly Bove Lodge &
Hutz LLP, in Wilmington, Delaware, the appointment of an Official
Security Holders Committee is urgently important because
consideration of the Plan is imminent.

"An immediate appeal from the Order would materially advance the
ultimate termination of litigation relating both to the Official
Committee Motion and the underlying reorganization of the
Debtors," Mr. Phillips adds.  "An Official Security Holders
Committee, owing fiduciary duties to all preferred and equity
security holders, would work with the Debtors and other parties
to fashion a consensual and estate value maximizing plan within a
reasonable time."

                 Debtors Say Leave Must be Denied

"[T]he Motion for Leave appears to be the latest in a series of
attempts by the Ad Hoc Committee to hinder and delay the Debtors'
plan confirmation process and the successful completion of [their
Chapter 11] cases," Norman L. Pernick, Esq., at Saul Ewing LLP,
in Wilmington, Delaware, says.

The Debtors contend that the chances of the legislative success
of the Fairness in Asbestos Injury Resolution Act of 2005 is even
more dim than was the case at the time of the hearing in which
the Court denied the appointment of an official equity committee.

The Debtors believe that the Ad Hoc Committee's primary motive is
to force a distribution to out-of-money equity holders from the
Debtors' insolvent estates, regardless of the risk to the their
real parties-in-interest -- the Debtors' asbestos and commercial
creditors -- posed by further delaying or blocking confirmation
of their Fifth Amended Plan of Reorganization.  When viewed in
this light, Mr. Pernick argues, there is no legitimate purpose of
the Ad Hoc Committee's request.

The Official Committee of Asbestos Claimants and James J.
McMonagle, the legal representative for future claimants, support
the Debtors' argument.

                       About Owens Corning

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
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 Oct. 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. (Owens Corning Bankruptcy
News, Issue No. 129; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


PREDIWAVE CORP: Taps Latham & Watkins as Bankruptcy Counsel
-----------------------------------------------------------
Prediwave Corporation asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Latham &
Watkins, LLP, as its bankruptcy counsel and special litigation
counsel, nunc pro tunc to April 14, 2006.

Latham & Watkins will:

   a. advise the Debtor of its powers and duties as debtor in
      possession in the continued operation of its business and
      management of its properties;

   b. assist, advise and represent the Debtor in its
      consultations with parties in interest regarding the
      administration of their chapter 11 case;

   c. provide assistance, advice and representation concerning
      the preparation and negotiation of a plan of reorganization
      and disclosure statement and any asset sales, equity
      investments or other transactions proposed in connection
      with the chapter 11 case;

   d. provide assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtor that may be required;

   e. represent the Debtor at hearings on matters pertaining to
      its affairs as a debtor and debtor in possession;

   f. prosecute and defend contested matters, litigation matters,
      and other matters that might arise during and related to
      the chapter 11 case, except to the extent that the
      Debtor has employed or seeks to employ other special
      Litigation counsel;

   g. provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from the
      case;

   h. render advice with respect to the many general corporate
      and litigation issues relating to this case, including
      real estate, ERISA, securities, corporate finance,
      regulatory, tax and commercial matters; and

   i. perform other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of the chapter 11 Debtor.

Robert A. Klyman, Esq., a partner at Latham & Watkins, tells the
Court that the Firm's professionals bill:

      Professional             Designation         Hourly Rate
      ------------             -----------         -----------
      Paul H. Dawes            Partner & Counsel      $775
      Patrick E. Gibbs         Partner & Counsel      $595
      Robert A. Klyman         Partner & Counsel      $675
      Gregory O. Lunt          Partner & Counsel      $595
      James K. Lynch           Partner & Counsel      $595
      Daniel Scott Schecter    Partner & Counsel      $595
      John C. Tang             Partner & Counsel      $550
      Amos E. Hartston         Partner & Counsel      $525
      Xochitl Arteaga          Associate              $425
      Jennifer L. Barry        Associate              $360
      Darcy L. Conklin         Associate              $390
      Shannon M. Eagan         Associate              $515
      Jennie Foote Feldman     Associate              $490
      David M. Friedman        Associate              $515
      Alan L. Leavitt          Associate              $385
      Heather E. Marlow        Associate              $490
      Heather L. Mayer         Associate              $515
      Amy C. Quartarolo        Associate              $460
      Phillip J. Wang          Associate              $490
      Kathryn Bowman           Paralegal              $230
      Colleen Greenwood        Paralegal              $200

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

Mr. Klyman can be reached at:

      Robert A. Klyman, Esq.
      Latham & Watkins LLP
      633 West Fifth Street, Suite 4000
      Los Angeles, California 90071
      Tel: (213) 485-1234
      Fax: (213) 891-8763
      http://www.lw.com

Headquartered in Fremont, California, PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite  
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $100 million in assets and more than $100
million in debts.


PROCARE AUTOMOTIVE: Monro Muffler Acquires 75 ProCare Locations
---------------------------------------------------------------
Monro Muffler Brake, Inc. acquired 75 ProCare Automotive Service
Solutions locations out of Chapter 11 Bankruptcy.  In addition to
providing a stable financial foundation, Monro will enhance
customer service and convenience as well as expand the range of
services offered at the acquired locations.

"We are pleased to have ProCare become part of the Monro family,
which currently includes 544 Monro Muffler Brake, 53 Mr. Tire, and
28 Tread Quarters Discount Tires locations.  By bringing ProCare
under our umbrella, we will be able to provide greater convenience
for our existing customers as well as reach new customers who can
now benefit from our industry-leading service and commitment to
quality," Robert G. Gross, President and Chief Executive Officer
of Monro Muffler Brake, Inc., commented.

"Most importantly, consumers trust Monro to do only work that is
needed, and to do it right the first time.  We will extend this
commitment to our newly acquired locations and work hard to ensure
our ranks of satisfied and loyal customers continue to grow,"
concluded Mr. Gross.

Monro will honor all ProCare and competitor warranties and
provides a 30-day best price guarantee.  In addition, the Company
has incorporated all active ProCare store employees into its team.

                    About Monro Muffler Brake

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

                    About ProCare Automotive

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


PROCARE AUTOMOTIVE: Debt Acquisition Buys $42,787 of Claims
-----------------------------------------------------------
Papers filed with the U.S. Bankruptcy Court for the Northern
District of Ohio in Cleveland from April 24, 2006, to May 2, 2006,
in ProCare Automotive Service Solutions, LLC's bankruptcy case
disclosed transfer of claims to Debt Acquisition Company of
America V, LLC.  Those claims amounted to $42,787.28.  The
transferors are:

Date        Transferor            Transferee            Amount
----        ----------            ----------            ------
04/24/2006   Automotive Service    Debt Acquisition      $8,766.98
             Products Inc.         Company of America
                                   V, LLC

04/24/2006   Capital Tire Co.      Debt Acquisition      $4,734.49
                                   Company of America
                                   V, LLC

04/24/2006   Car Parts Warehouse   Debt Acquisition      $3,085.85
             Inc.                  Company of America
                                   V, LLC

04/24/2006   Capital Tire          Debt Acquisition      $1,668.53
                                   Company of America
                                   V, LLC

04/24/2006   South Hills Chrysler  Debt Acquisition      $1,069.76
                                   Company of America
                                   V, LLC

04/24/2006   Allan C. Schmitt      Debt Acquisition        $395.04
                                   Company of America
                                   V, LLC

04/24/2006   Classic Solutions     Debt Acquisition        $234.34
                                   Company of America
                                   V, LLC

04/24/2006   Westphal Electric     Debt Acquisition        $197.00
             Inc.                  Company of America
                                   V, LLC

05/02/2006  Bob Mcdorman          Debt Acquisition      $6,218.71
             Chevrolet, Inc.       Company of America
                                   V, LLC

05/02/2006  Germain Ford          Debt Acquisition      $5,043.73
                                   Company of America
                                   V, LLC

05/02/2006  Bob Ross Buick        Debt Acquisition      $3,553.03
                                   Company of America
                                   V, LLC

05/02/2006  Snap-On Equipment     Debt Acquisition      $1,532.11
                                   Company of America
                                   V, LLC

05/02/2006  Express Trans Inc.    Debt Acquisition      $1,248.99
                                   Company of America
                                   V, LLC

05/02/2006   Wright Brothers Inc.  Debt Acquisition      $1,176.32
                                   Company of America
                                   V, LLC

05/02/2006  Shamrock Towing Inc.  Debt Acquisition        $846.32
                                   Company of America
                                   V, LLC

05/02/2006  Harold D. Hard Co.    Debt Acquisition        $671.87
                                   Company of America
                                   V, LLC

05/02/2006  Johnson's Electronics Debt Acquisition        $492.09
                                   Company of America
                                   V, LLC

05/02/2006  J & R Auto Body       Debt Acquisition        $436.99
                                   Company of America
                                   V, LLC

05/02/2006  Business Concepts     Debt Acquisition        $310.00
             Inc.                  Company of America
                                   V, LLC

05/02/2006  Advanced Consumer     Debt Acquisition        $239.20
             Electronic            Company of America
                                   V, LLC

05/02/2006  Jeff Wyler            Debt Acquisition        $233.51
             Springfield Inc.      Company of America
                                   V, LLC

05/02/2006  Marion Area Chamber   Debt Acquisition        $216.00
             of Commerce           Company of America
                                   V, LLC

05/02/2006   Sonitrol of           Debt Acquisition        $201.74
             Central Ohio          Company of America
                                   V, LLC

05/02/2006  Kevin Kinsley         Debt Acquisition        $189.24
                                   Company of America
                                   V, LLC

05/02/2006  Creative Coffee &     Debt Acquisition        $183.35
             Bottled Water         Company of America
                                   V, LLC

05/02/2006  Hunter Parts &        Debt Acquisition        $171.67
             Services              Company of America
                                   V, LLC

05/02/2006  Maverick              Debt Acquisition        $160.00
             Media-Wuzz-FM         Company of America
                                   V, LLC

05/02/2006  A-E Door Sales &      Debt Acquisition        $140.00
             Service Inc.          Company of America
                                   V, LLC

05/02/2006  Legacy Ford Inc.      Debt Acquisition        $129.32
                                   Company of America
                                   V, LLC

05/02/2006  Alexander Hamilton    Debt Acquisition        $126.10
             Institute Inc.        Company of America
                                   V, LLC

05/02/2006  Enterprise Rent-A-Car Debt Acquisition        $115.00
             Company of Cincinnati Company of America
                                   V, LLC

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


PUREBEAUTY INC: Gets Interim Access to $4-Million DIP Facility
--------------------------------------------------------------
The Honorable Kathleen Thomson of the U.S. Bankruptcy Court for
the Central District of California in San Fernando Valley, gave
PureBeauty, Inc., and Pure Salons, Inc., interim approval to
borrow $4 million from Webster Business Credit Corporation and
Heritage Fund III Investment Corporation.  

The Debtors want access to as much as $4.75 million from the DIP
Facility.  The Court will convene a hearing on May 18, 2006, to
consider final approval of the Debtors' DIP loan request.

The Debtors will use the proceeds from the DIP loan to pay its
prepetition obligations to Webster Business and Heritage Fund III.  
The Debtors owe Webster Business around $973,734.38 when they
filed for bankruptcy under a Loan and Security Agreement dated
Oct. 31, 2001, as amended.  Heritage Fund III is owed $2.4 million
in secured loans as of that date.  

The Court reserves the right for the Official Committee of
Unsecured Creditors to seek for:

   -- disallowance of these lenders' claims; and
   -- avoidance of security or collateral interest in the Debtors'
      assets.

The Court also granted, on interim basis, the DIP Lenders
superpriority administrative claim over the Debtors' assets
subject to a $320,000 carve-out to pay for retained professionals
in the Debtors' cases and the United States Trustee.

                        About PureBeauty

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates  
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  The Debtors' Official Committee of
Unsecured Creditors selected Eric E. Sagerman, Esq., and David J.
Richardson, Esq., at Winston & Strawn, LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


PUREBEAUTY INC: Section 341(a) Meeting Scheduled for May 23
-----------------------------------------------------------
Steven J. Katzman, the U.S. Trustee for Region 16, will
convene a meeting of PureBeauty Inc. and Pure Salons, Inc.'s
creditors at 1:00 p.m., on May 23, 2006, at Room 105, 21051 Warner
Center Lane in Woodland Hills, California.

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.

                        About PureBeauty

PureBeauty, Inc. -- http://www.purebeauty.com/-- operates  
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operates six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors in
their restructuring efforts.  The Debtors' Official Committee of
Unsecured Creditors selected Eric E. Sagerman, Esq., and David J.
Richardson, Esq., at Winston & Strawn, LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


R&D CARPET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: R&D Carpet & Tile Corp.
        80 Bridge Road
        Islandia, New York 11749

Bankruptcy Case No.: 06-70978

Chapter 11 Petition Date: May 4, 2006

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  Pryor & Mandelup, LLP
                  675 Old Country Road
                  Westbury, New York 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333 7333

Total Assets:   $419,564

Total Debts:  $1,050,545

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cassiere Marble & Stone/RCAS     Trade Debt             $84,000
15 Cranberry Lane
Plainview, NY 11803

Alan Rosengarten                 Officer Loan           $50,000
1 Patricia Street
Plainview, NY 11803

Ron Feuring                      Officer Loan           $50,000
94 Collins Avenue
Sayville, NY 11729

Norma & Dexter Martin                                   $50,000
94 Collins Avenue
Sayville, NY 11782

Matco International              Trade Debt             $40,958

Customwood Floor                 Trade Debt             $35,000

Mohawk Factoring                 Trade Debt             $33,275

Salesmaster                      Trade Debt             $30,135

Shaw Industries                  Trade Debt             $27,585

Milber, Makris, Plousadis and                           $22,207
Seiden

Pet Mal                          Trade Debt             $18,286

Ives, Sultan & Spike                                    $17,225

Forbo Industries                 Trade Debt             $13,490

Nemo Tile                        Trade Debt             $13,345

MGM                              Trade Debt             $10,500

Halebian, Inc.                   Trade Debt              $8,081

Apollo                           Trade Debt              $6,003

Town of Babylon - Garbage        Trade Debt              $5,875

Boyle Services                   Trade Debt              $5,338

Minuteman Press                  Trade Debt              $4,487


RAPID PAYROLL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rapid Payroll Inc.
        600 The City Parkway West, Suite #400
        Orange, California 92867

Bankruptcy Case No.: 06-10631

Chapter 11 Petition Date: May 4, 2006

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Jeffrey M. Reisner, Esq.
                  Irell & Manella LLP
                  840 Newport Center Drive, Suite #400
                  Newport Beach, California 92660
                  Tel: (949) 760-0991

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Paychex, Inc.                           $23,361,474
911 Panorama Trail South
Rochester, NY 14625

Computer Payroll Company                   $583,487
74-200 Highway 111
Palm Desert, CA 92260

Wells Fargo Business Payroll Service       $351,024
dba Payday of Minnesota, Inc.
1650 West 82nd Street
Bloomington, MN 55431

E.C.C.A. Inc.                              $296,649
1600 Peninsula Drive
Erie, PA 16505

Complete Payroll Processing                $172,404

The Payroll HR Specialist                  $142,648

Payroll Center                             $112,658

Payroll$                                    $94,602

TPC (Lavery, Inc.)                          $90,825

Accuchex Corp.                                   $0

Advanced Payroll Services                        $0

Columbia EDP Center, Inc.                        $0

Computerized Payroll Solutions, Inc.             $0

Custom Computer Systems, Inc.                    $0

Diversified Industries, Inc.                     $0
dba Payroll Control Systems

GMS Services, Inc. dba Fastpay                   $0

Heritage Computer Services                       $0

Paymaster of Alabama, Inc.                       $0

Payroll Solutions (MA)                           $0

The Business Office                              $0


REPUBLIC STORAGE: Seeks Court OK for $10 Million DIP Financing
--------------------------------------------------------------
Republic Storage Systems Company, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Ohio for authority, on an
interim basis, to:

   1) obtain up to $10,000,000 in postpetition financing from
      GE Business Capital Corporation; and

   2) use up to $7,000,000 of the cash collateral securing their
      prepetition obligations to GE Business.

As adequate protection, the Debtor grants GE Business liens and
superpriority claims on all of its properties.

The Debtor tells the Court that it needs the postpetition
financing and use of the cash collateral to pursue its
restructuring efforts.  Without the fresh financing and use of the
cash collateral, the Debtor says it cannot continue its business
operations resulting in serious and irreparable harm to their
creditors and other parties-in-interest.

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,  
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.  
Dov Frankel, Esq., at Buckley King, LPA, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


REPUBLIC STORAGE: Selects Newmarket as Financial Consultants
------------------------------------------------------------
Republic Storage Systems Company, Inc., seeks permission from the
U.S. Bankruptcy Court for the Northern District of Ohio to employ
Newmarket Partners, LLC, as its operational and financial
consultants.

Newmarket is expected to provide the Debtor with operational and
financial advisory support on an as-needed basis, including:

   1) cash flow analysis and reporting;

   2) financial projections, management and reporting of its
      borrowing base and collateral reporting including
      assistance in the determination of appropriate levels of
      inventory;

   3) management of communications and relations with the   
      Debtor's secured lender and other creditors; and

   4) analytical support necessary for the company's ongoing
      financial management and operations.

John S. Rudd, a partner at Newmarket Partners, discloses that
Newmarket professionals' hourly rates range between $125 to $300.

Newmarket received a $40,000 initial retainer from the Debtor
prior to its bankruptcy filing, Mr. Rudd attests.

According to Mr. Rudd, Newmarket has gained familiarity with the
Debtor's business since advising the company on operational and
financial matters in October 2004.

Mr. Rudd assures the Court that Newmarket does not represent any
interest adverse to the Debtor and is "disinterested" pursuant to
Sec. 101(14) of the Bankruptcy Code.

Based in Cleveland, Ohio, Newmarket Partners, LLC --
http://www.newmarket-partners.com/-- provides financial advisory,  
restructuring and turnaround services to mid-market Companies in
transition.

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,  
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.  
Dov Frankel, Esq., at Buckley King, LPA, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


RIO VISTA: Burton Mccumber Raises Going Concern Doubt
-----------------------------------------------------
Burton Mccumber & Cortez, L.L.P., in Brownsville, Texas, raised
substantial doubt about the ability of Rio Vista Energy Partners
L.P. to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  

According to Burton Mccumber, Rio Vista's ability to continue as a
going concern is dependent on:

   -- Penn Octane Corporation's ability to continue as a going
      concern, and

   -- continued sales to P.M.I. Trading Limited at acceptable
      volumes and margins to provide sufficient cash flow to pay:

      a) Rio Vista's expenses,

      b) the TransMontaigne Note, and

      c) guarantees of Penn Octane's obligations assuming Penn
         Octane's inability to pay those obligations.

Penn Octane Corporation is an affiliate of the company and its
supplier of liquefied petroleum gas under a long-term supply
agreement.  

P.M.I. Trading Limited is Rio Vista's primary customer for LPG.  
PMI, a subsidiary of Petroleos Mexicanos -- the state-owned
Mexican oil company -- is the exclusive importer of LPG in Mexico.  
PEMEX distributes the LPG purchased from PMI into the northeastern
region of Mexico.

                   Purchase and Sale Agreements

On Aug. 15, 2005, Rio Vista and Penn Octane each entered into
separate purchase and sale agreements with TransMontaigne Product
Services Inc.

The purchase price is $10.1 million for assets to be sold by Penn
Octane and $17.4 million for assets to be sold by Rio Vista.  The
purchase price may be reduced as provided for in the PSA's.

The PSAs provide for the sale and assignment of all of their
respective LPG assets and refined products assets including the
Brownsville Terminal Facility and refined products tank farm and
associated leases, owned pipelines located in the United States,
including land, leases, and rights of ways, LPG inventory, 100% of
the outstanding stock of Mexican subsidiaries and affiliate.

The Mexican subsidiaries also sold their own pipelines and the
Matamoros Terminal Facility, including land and rights of way, and
assignment of the Pipeline Lease, PMI sales agreement and Exxon
Supply Contract.

Under the PSA's, TransMontaigne loaned $1.3 million to Rio Vista.  
This loan will reduce the total purchase price at the time of
closing or 120 days following demand by TransMontaigne.

The tank farm and certain LPG storage tanks located at the
Brownsville Terminal Facility secure the TransMontaigne Note.  

The TransMontaigne Note began to accrue interest on Nov. 15, 2005,
at the prime rate plus 2%.  

RZB Finance, LLC, consented to the TransMontaigne Note and the
Brownsville Navigation District issued an estoppel letter.  

Rio Vista used the proceeds from the TransMontaigne Note to fund
certain expenses associated with the PSA's and for working capital
purposes.

If the LPG Asset Sales will not push through and Rio Vista does
not pay the TransMontaigne Note, the company is required to convey
title of the Collateral to TransMontaigne.

The company will lease the Collateral from TransMontaigne for
$10,000 per month until Rio Vista pays the $1.3 million note, in
addition to the lease payments.  

When the TransMontaigne is repaid, the lease payments will cease
and title to the Collateral will be re-conveyed to Rio Vista.

The PSA's provide that any party may terminate the agreements if
closing did not occur on or before Oct. 31, 2005.  None of the
parties have elected to terminate the agreements and the parties
continue to work towards the closing of the LPG Asset Sale.

                           Financials

Rio Vista Energy Partners L.P. filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 6, 2006.

The company reported a $2,118,000 of net loss on $120,892,000 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $26,535,000
in total assets, $14,336,000 in total liabilities, and $12,199,000
in total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $13,126,000 in total current assets available to pay
$14,336,000 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?87b

Headquartered in Houston, Texas, Rio Vista Energy Partners L.P.
buys, transports and sells liquefied petroleum gas.  Rio Vista
owns and operates terminal facilities in Brownsville, Texas and in
Matamoros, Tamaulipas, Mexico and approximately 23 miles of
pipelines, which connect the Brownsville Terminal Facility to the
Matamoros Terminal Facility.  The primary market for Rio Vista's
LPG is the northeastern region of Mexico, which includes the
states of Coahuila, Nuevo Leon and Tamaulipas.


S.N.C. SUMMERSUN: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: S.N.C. Summersun et CIE
            Ophira II 630 Routes des Dolines
            Valbonne 06560
            Sophia Antipolis 75015

Debtor: S.N.C. Summersun et CIE
        Ophira II 630 Routes des Dolines
        Valbonne 06560
        Sophia Antipolis 75015

Case No.: 06-10955

Chapter 15 Petition Date: May 4, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Madlyn Gleich Primoff, Esq.
                      Kaye Scholer LLP
                      425 Park Avenue
                      New York, New York 10022
                      Tel: (212) 836-7042
                      Fax: (212) 836-7157

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


SAINT VINCENTS: Court Approves Novare as Claims Administrator
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Novare, Inc., as of April 12, 2006, to conduct Claims
Work for Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates.  The Court does not authorize Novare to
perform  Avoidance Work, unless and until directed to do so, in
writing, by the Debtors.

Prior to submission of an Avoidance Work Request to Novare, the
Debtors will be required to remit a proposed Avoidance Work
Request to the Official Committee of Unsecured Creditors.

In the event the Creditors Committee does not consent to the
Request, the Creditors Committee will be required to interpose an
objection within 10 days of the receipt of the Request.  If no
objection is timely interposed by the Creditors Committee, Novare
will be permitted to commence the Avoidance Work, in accordance
with the Avoidance Work Request, without further Court order.

As reported in the Troubled Company Reporter on April 19, 2006,
the Debtors asked to employ Novare to:

   * assist in the collection of preferential transfers pursuant
     to Sections 547 and 550 of the Bankruptcy Code; and

   * review and reconcile claims filed against them in their
     Chapter 11 cases.

In connection with the Avoidable Transfers, Novare will:

   (a) perform and provide detailed analyses;

   (b) establish and staff a dedicated preference hotline to
       answer questions from transferees;

   (c) maintain files and detailed logs recording all oral and
       written communications with the transferees;

   (d) prepare and send demand letters and make follow up phone
       calls;

   (e) review asserted defenses and correspondence;

   (f) negotiate settlements;

   (g) prepare settlement agreements, if necessary;

   (h) receive and process payments; and

   (i) prepare weekly status reports of all open and settled
       matters.

In connection with the claims reconciliation, Novare will:

   (a) audit proofs of claims and filed schedules;

   (b) review supporting documentation;

   (c) analyze and compare claims to scheduled liabilities and
       the Debtors' books and records;

   (d) establish and staff a dedicated claims telephone line;

   (e) prepare amendments to the Schedules, if necessary, after
       consultation with the Debtors and their other
       professionals;

   (f) coordinate with and provide support to the Debtors'
       counsel regarding omnibus objections;

   (g) establish and maintain files regarding negotiations,
       settlements and communications with claimants;

   (h) negotiate resolution of claims, when appropriate, with
       claimants;

   (i) prepare reports on open and settled matters; and

   (j) maintain constant communication with the Debtors' claims
       agent, Bankruptcy Services, LLC, to ensure their claims
       database reflects Court orders, withdrawals, etc.

The Debtors will pay Novare a $125 hourly rate for Avoidance and
Claims Work.  The Debtors will also reimburse Novare for all
reasonable expenses incurred in connection with the Avoidance
Work and the Claims Work, excluding travel related expenses, if
any.

                        About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Authorizes Tort Committee Appointment
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs the U.S. Trustee for Region 2 to appoint an Official
Committee of Tort Plaintiffs to serve in Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates' Chapter 11
cases.  The scope of responsibilities and duties, and the budget
of the Tort Committee will be defined in a subsequent Court order.

The Court further rules that the Debtors, the Official Committee
of Unsecured Creditors, the U.S. Trustee, and counsel to the
Medical Malpractice Claimants will confer with respect to the
duties and budget of the Tort Committee.

If the parties can agree, they will submit a proposed Subsequent
Order defining the scope of responsibilities and budget of the
Tort Committee for the Court's consideration.  However, if the
parties cannot agree on a proposed Subsequent Order, then at the
request of any of these parties, the Debtors will seek a hearing
on shortened notice to address those issues.

                   Tort Committee Appointment

Ten law firms, representing holders of medical malpractice
claims, had asked the Court to appoint a Tort Committee,
consisting of holders of Medical Malpractice Claims, pursuant to
Section 1102(a)(2) of the Bankruptcy Code:

   1. The Jacob D. Fuchsberg Law Firm, LLP, who represents 20
      claims totaling $140,000,000;

   2. Rosenberg Minc Falkoff & Wolff LLP, who represents nine
      claims totaling $45,000,000;

   3. Sanocki Newman & Turret, LLP, who represents 14 claims
      totaling $65,000,000;

   4. Belluck & Fox, LLP, who represents one claim totaling
      $1,500,000;

   5. Rheingold, Valet, Rheingold, Shkolnik & McCartney, who
      represents one claim totaling $5,000,000;

   6. Tantleff, Cohen & Tantleff, P.C., who represents two claims
      totaling $10,500,000;

   7. Wilentz, Goldman & Spitzer, P.A., who represents one claim
      totaling $7,500,000;

   8. Ressler & Ressler, who represents one claim totaling
      $10,000,000;

   9. Fitzgerald & Fitzgerald, P.C., who represents 11 claims
      totaling $11,000,000; and

  10. Samuel & Ott, who represents two claims totaling
      $1,500,000.

Section 1102(a)(2) provides, in pertinent part, that:

   "(2) On request of a party in interest, the court may order
   the appointment of additional committees of creditors or of
   equity security holders if necessary to assure adequate
   representation of creditors or of equity security holders.
   The United States trustee shall appoint any such committee."

Richard S. Kanowitz, Esq., at Kronish Lieb Weiner & Hellman LLP,
in New York, related that on March 29, 2006, a hearing was held
to address the treatment of Medical Malpractice Claims and
related issues.  At that time, the Court directed the Office of
the United States Trustee to move expeditiously to determine
whether to appoint an official Tort Claimants' Committee.

The U.S. Trustee advised the Court that it would not appoint a
Tort Committee but would enlarge the Official Committee of
Unsecured Creditors by adding two tort plaintiffs holding Medical
Malpractice Claims.

Mr. Kanowitz noted that the amount of the Medical Malpractice
Claims, whose value is estimated to be over $300,000,000, dwarfs
the non-priority unsecured debt listed on the Debtors' Schedules
of Assets and Liabilities, which totals $178,000,000.  Moreover,
the nature and interests of the Medical Malpractice Claims are
completely different from the claims asserted by the other
general unsecured creditors.

The Medical Malpractice Claimants face common issues, which have
been addressed by scores of individual counsel who were retained
for their expertise in medical malpractice.  Accordingly, Mr.
Kanowitz asserted, it would be in the interest of judicial economy
and a benefit to the Debtors' Chapter 11 estates if the claimants
could be represented by one set of professionals with expertise
in bankruptcy who could deal with the issues facing them in a
streamlined and efficient manner.

The Creditors Committee does not adequately represent the holders
of Medical Malpractice Claims, according to Mr. Kanowitz.  The
Claimants alleged that the Creditors Committee has divided
loyalties and cannot act as a vigorous advocate on their behalf,
notwithstanding the size and significance of those claims.

Mr. Kanowitz asserted that the Creditors Committee has worked
against the holders of Medical Malpractice Claims by:

   (a) supporting the Debtors' proposed mediation process which
       was vehemently rejected by the Medical Malpractice
       Claimants at the March 29 hearing;

   (b) consenting to the Debtors' proposed order arising from the
       March 29 hearing, which was highly prejudicial to the
       Medical Malpractice Claimants and caused numerous counsel
       to write letters to the Debtors objecting to many of its
       provisions;

   (c) consenting to the extension of the Debtors' exclusivity
       periods without any input from the Medical Malpractice
       Claimants; and

   (d) allowing the status quo to remain in place when the
       Medical Malpractice Claimants are critically injured
       persons.

Based on the size and significance of the Medical Malpractice
Claims, appointment of a Tort Committee is necessary to protect
the rights of the Medical Malpractice Claimants, Mr. Kanowitz
emphasized.

Mr. Kanowitz further asserted that the loyalty of the Creditors
Committee is conflicted for three reasons:

   (1) Certain Medical Malpractice Claimants are covered by
       insurance, which may satisfy their claims in full.  In
       contrast, holders of general unsecured claims must look to
       the Debtors' estates for the payments due to them;

   (2) Medical Malpractice Claimants may hold claims against
       third parties in addition to their claims against the
       Debtors and the Debtors' insurance carriers.  Holders of
       trade claims only have claims against the Debtors'
       estates; and

   (3) Medical Malpractice Claimants are involuntary creditors
       who are seeking to address a one-time injury.  As a
       result, they do not have an ongoing business relationship
       with the Debtors and do not share the same concerns as
       trade creditors regarding the length or success of the
       reorganization.

Mr. Kanowitz contended that the Debtors' proposed procedures to
handle the Medical Malpractice Claims may prejudice some or all of
the Medical Malpractice Claimants and circumscribe their due
process rights.  

The Debtors have not yet filed a plan of reorganization so the
request for a Tort Committee does not come too late in the
proceeding, Mr. Kanowitz told Judge Hardin.  "The size and
significance of the Medical Malpractice Claims is such that they
merit a voice in the reorganization process in the form of an
independent official committee."

                            Objections

Diana G. Adams, the Acting United States Trustee for Region 2,
the Official Committee of Unsecured Creditors, and the Debtors,
asked the Court to deny the Tort Committee Motion.

The Objectors contended that the Medical Malpractice Claimants are
adequately represented by the Creditors Committee.  The assertion
that a separate Tort Committee ensures the Claimants' adequate
protection in the Debtors' cases is unfounded, the Objectors
asserted.

The U.S. Trustee contended that the Claimants have failed to show
that:

   -- the Creditors Committee is unable to function; and

   -- the size and complexity of the Debtors' Chapter 11 cases
      warrant an additional committee.

The Tort Committee Motion does not define the tasks an additional
committee will perform, the U.S. Trustee noted.  The Debtors'
estates should not fund a distinct group of creditors to litigate
issues that would appear to be in their interests alone and
provide no benefit to the estates.

The U.S. Trustee asserted that adding two members to the existing
Creditors Committee would more efficiently and effectively
address the Claimants' concerns rather than appointing a separate
Tort Committee.

The Creditors Committee has a fiduciary duty to act in the best
interests of all unsecured creditors, including the tort
plaintiffs.  The Claimants have not shown that this duty has been
breached, the U.S. Trustee said.

The Debtors and the Creditors Committee supported the U.S.
Trustee's resolution of adding two members, representing medical
malpractice claimants, to the Creditors Committee.

The Creditors Committee stated that to the extent medical
malpractice claimants are added to the Committee, the Claimants
can provide input regarding any further procedures proposed by
the Debtors with respect to the handling of medical malpractice
claims.

On the Creditors Committee's behalf, Martin G. Bunin, Esq., at
Alston & Bird LLP, in New York, maintained that there is no need
to appoint a Tort Committee because due to the availability of
commercial insurance, many of the Medical Malpractice Claimants
are in a better position than the other general unsecured
creditors.

Mr. Bunin pointed out that nothing prevents the Medical
Malpractice Claimants from forming an unofficial committee,
retaining professionals, and seeking reimbursement of the
unofficial committee's expenses to the extent that the unofficial
committee makes a "substantial contribution" to the Debtors'
cases.

Furthermore, the Debtors noted that the Claimants have had and
will continue to have a voice in the Debtors' cases as the
Debtors consistently have solicited their views regarding, among
other things, the proposed systematic approach for addressing
motions by medical malpractice claimants for relief from the
automatic stay.  Thus, the appointment of a Tort Committee with
their own professionals will lead to a duplicative review of the
Debtors' medical malpractice structure and will drain the
Debtors' estate assets.

The Creditors Committee added that the appointment of a Tort
Committee will simply add a layer of needless administrative
expense to the Debtors' estates.

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Nurses Oppose Certain Labor Agreement Amendments
----------------------------------------------------------------
The New York State Nurses Association Pension Fund and the New
York State Nurses Association Benefit Fund asks the  U.S.
Bankruptcy Court for the Southern District of New York to deny
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates' request to modify certain terms of their labor
agreements with the nurses.

The NYSNA oppose the Debtors' request to the extent that it seeks
to affect their rights and the Debtors' continuing obligations to
the Funds, particularly those obligations that have already
accrued, but remain unpaid.

As reported in the Troubled Company Reporter on April 19, 2006,
the Debtors and NYSNA are parties to a collective bargaining
agreement through Feb. 15, 2005.  The CBA governed the
relationship between SVCMC and its registered nurses who are
located at St. Vincent's Hospital in Manhattan represented by the
NYSNA.

After collective bargaining negotiations with NYSNA, SVCMC decided
to renew and extend its relationship with the Employees pursuant
to a Memorandum of Agreement executed on Jan. 6, 2006.  As a
result of subsequent discussions, the parties amended the MOA
on March 9, 2006.  The Amended MOA will be effective retroactive
to Feb. 16, 2005, and will continue in full force and effect
through Feb. 15, 2008.

            NYSNA Pension Fund & Benefit Fund Object

Pursuant to various Collective Bargaining Agreements with the New
York State Nurses Association, the Debtors were required to make
monthly contributions to the Pension Fund and the Benefit Fund.

Martin P. Ochs, Esq., at Ochs & Goldberg, LLP, in New York,
clarifies that the Debtors' March 9 Agreement is with the New
York State Nurses Association Union and not with the Pension Fund
and Benefit Fund.  The Funds are a separate and discreet entity,
are not signatories to the March 9 Agreement, and did not
participate in any negotiations concerning the March 9 Agreement.

The Debtors and the Union should not be able to alter and affect
the rights of the Pension Fund and Benefit Fund and the Debtors'
obligations to the Funds on a retroactive basis, Mr. Ochs argues.

As previously reported, the Court authorized the Debtors to pay
employee wages benefits, contributions to employee benefits
plans, funds deducted from payroll, reimbursement of employee
expenses and expenses related to independent contractors.  The
Court directed all banks to honor checks.

Relying on the Debtors' promise to pay the Funds provided
benefits to the nurses employed by the Debtors, and, to that end,
the Funds provided both union and welfare benefits to the Union
members.

Thus, the Debtors and the Union cannot cancel or compromise the
prior promise of payment or circumvent the Wage Order, Mr. Ochs
asserts.

                        About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEA CONTAINERS: Expects Going Concern Opinion in Delayed 10-K
-------------------------------------------------------------
Sea Containers Ltd. disclosed that it is not yet in a position to
file its annual report because it has not completed the 2005 Form
10-K and its internal processes with respect to applicable
certifications.

The Company has continued to:

     (i) progress the proposed sale of the Silja ferry business
         and other ferry assets;

    (ii) discuss appropriate amendments and waivers of covenants
         with its bank groups; and

   (iii) work on completing its 2005 annual report on Form 10-K.  

The Company anticipates, upon completion of these processes, that
it will receive an audit report on the 2005 consolidated financial
statements from its independent auditors, which the Company
expects will include an explanatory paragraph raising substantial
doubt about Sea Containers' ability to continue as a going concern
due to related uncertainties.

Sea Containers has incurred operating losses in the years ended
Dec. 31, 2005 and 2004 and anticipates operating losses through at
least 2006.  The 2005 losses included significant impairment
charges taken in the fourth quarter.  These impairment charges
impacted the Company's net worth.  At Dec. 31, 2005, Sea
Containers was not in compliance with certain financial covenants
and other requirements in various credit facilities.

                         Event of Default

The Company's failure to comply with these financial covenants and
other requirements constitutes an event of default under some of
its credit facilities.  Sea Containers is currently in discussions
with affected lenders regarding waivers or amendments of the
events of default, as well as prospective waivers or amendments in
respect of certain credit facilities.  No lender has taken any
action to exercise remedies in respect of any events of default.

The Company's liquidity going forward will depend upon, among
other things:

     (i) its ability to eliminate operating losses and generate
         sustainable positive cash flow;

    (ii) the results of its efforts to sell the ferry business
         and assets; and

   (iii) the uses of remaining net cash proceeds from asset
         sales in light of its obligations under the public note
         indentures.  

Sea Containers management is preparing a business plan that will
be used to develop its view of the appropriate level of debt
capacity and the appropriate range of values of the Company.

In turn, the foregoing will inform the Company's approach with
respect to the stakeholders in any restructuring.  At this time,
no assurance can be given as to the results of any restructuring
including the impact upon creditors and equity holders.  Sea
Containers is considering a range of strategic and financial
alternatives.  The Company is working, and will continue to work,
to maximize the value of the Company for the benefit of its
stakeholders and intends to engage the public note holders and
other stakeholders.

                      About Sea Containers

Headquartered in London, England, Sea Containers --
http://www.seacontainers.com/-- engages in passenger and freight  
transport and marine container leasing.  The Bermuda registered
company is primarily owned by U.S. shareholders and its common
shares have been listed on the New York Stock Exchange (SCRA and
SCRB) since 1974.

                            *   *   *

As reported in the Troubled Company Reporter on May 4, 2006,
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd. -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
initiated on March 23, 2006.  The rating actions reflected the
continuing uncertainty of Sea Containers' financial position and
liquidity, due to a further unspecified delay in the filing of the
Form 10-K for 2005 and the likely delay in the filing of the Form
10-Q for the first quarter of 2006, as well as the uncertainty of
Sea Containers' current cash burn rate coupled with the on-going
challenges in each of the operating segments.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEA CONTAINERS: Arbitrator Wants GE Paid Back for Service Breaches
------------------------------------------------------------------
Sea Containers Ltd. received on April 28, 2006, the decision in
the arbitration regarding its dispute with GE Capital relating to
GE SeaCo -- the container leasing joint venture established
between the Company and GE Capital in 1998.

The arbitrator ruled that GE SeaCo suffered damages with respect
to four of the fifteen alleged breaches of the Services Agreement
by which Sea Containers provides certain services to GE SeaCo.

These four breaches concerned:

     a) GE SeaCo's administration or management of the Company's
        containers on leases with customers in countries subject
        to U.S. trade controls;

     b) the calculation of the amount of office rent charged to GE
        SeaCo;

     c) the costs related to certain swapbody containers GE SeaCo
        purchased from a factory of Sea Containers; and

     d) the allocation between the Company and GE SeaCo of
        consulting fees paid to a former GE SeaCo officer.

The arbitration award directs the parties to attempt to agree upon
the amount to be reimbursed to GE SeaCo as a result of these four
breaches.  The arbitrator rejected claims by GE Capital that GE
SeaCo was entitled to recover the fees paid to Sea Containers
since the inception of the joint venture and that GE SeaCo was
damaged by other alleged breaches of the Services Agreement.  

Based on assertions made by GE Capital during the arbitration and
taking into account the amounts Sea Containers has already repaid
to GE SeaCo to cure any alleged breaches, the Company expects the
additional amount that it will be required to pay will be less
than US$13 million, although GE Capital recently stated that it
believes the additional amount exceeds US$15 million.  If the
parties are unable to agree on the amount of damages, the
arbitrator will decide the issue after receiving further
submissions from the parties.  The economic effect of the
Company's payment of additional damages to GE SeaCo will be
partially offset because a large portion of that payment will
inure to Sea Containers as a result of its ownership interest in
GE SeaCo.

In addition, based on the four breaches described above and two
additional breaches of the Services Agreement that did not result
in damages to GE SeaCo, the arbitrator ruled that the Services
Agreement would be deemed terminated on May 28, 2006.  The
Services Agreement allows GE SeaCo, at its option, to continue the
agreement for up to one year.  The economic impact of the
termination of the Services Agreement cannot be quantified at this
time.  The arbitration award also requires the Company to pay the
arbitration costs of GE Capital, including reasonable attorneys'
fees.

                       About Sea Containers

Headquartered in London, England, Sea Containers (NYSE: SCRA and
SCRB) -- http://www.seacontainers.com/-- engages in passenger and  
freight transport and marine container leasing.  U.S. shareholders
primarily own the Bermuda-registered company and its common shares
have been listed on the New York Stock Exchange (SCRA and SCRB)
since 1974.

                            *   *   *

As reported in the Troubled Company Reporter on May 4, 2006,
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd. -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
initiated on March 23, 2006.  The rating actions reflected the
continuing uncertainty of Sea Containers' financial position and
liquidity, due to a further unspecified delay in the filing of the
Form 10-K for 2005 and the likely delay in the filing of the Form
10-Q for the first quarter of 2006, as well as the uncertainty of
Sea Containers' current cash burn rate coupled with the on-going
challenges in each of the operating segments.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEARS HOLDINGS: Stewart and Neger to Lead Kmart's Apparel Line
--------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) named two executives
that will lead Kmart's marketing and Kmart's apparel business.

Bill Stewart will assume the position of chief marketing officer
for Kmart.  Stewart joins Kmart from Levi-Strauss & Co., where he
served the last five years as vice president, marketing for the
Dockers brand, where he played a key role in redesigning the
brand's marketing and strengthening the brand with consumers and
customers.  Stewart has also served in senior marketing positions
at a pair of Internet retailers, as well as at the Coca-Cola
Company and General Mills.  He will report to Maureen McGuire,
Sears Holdings' chief marketing officer.

The company also announced that Irv Neger has joined Kmart as
senior vice president, Kmart apparel, overseeing Kmart's apparel
strategy, product positioning, merchandising and buying.  Neger,
who has over 30 years of retailing experience, was previously
senior vice president, softlines for Family Dollar Stores.  Prior
to joining Family Dollar in 2000, he served as senior vice
president/GMM of Pennsylvania Fashions, Rue 21 Stores and before
that was president of the off-price division of Paul Harris
Stores.  Neger reports to Peter Whitsett, Sears Holdings' senior
vice president and merchandising officer for Kmart.

"The addition of these two respected executives to our company
takes us another step forward as we continue to build our teams
around a heightened customer focus," said Sears Holdings Chairman
Edward S. Lampert.  "They each bring proven track records, a fresh
perspective and creativity to Sears Holdings and each will play a
key role as we continue to work to earn our customers' trust and
build lifetime relationships."

Sears Holdings Corporation -- http://www.searsholdings.com/-- is  
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.  Moody's also affirmed Sears Holdings
Corp.'s corporate family rating at Ba1; and Sears Roebuck
Acceptance Corp.'s senior secured bank facility at Baa3 and senior
unsecured notes at Ba1.


SERACARE LIFE: U.S. Trustee Picks 3-Member Creditors' Committee
---------------------------------------------------------------
Steven J. Katzman, the United States Trustee for Region 15,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in SeraCare Life Sciences, Inc.'s chapter 11
case:

        1. Alix Partners, LLC
           Attn: Michael P. Murphy
                 Managing Director
           555 California St., STE 311
           San Francisco, California 94104
           Tel: 415-568-2134
           Fax: 415-568-2138

        2. Sereux Inc.
           Attn: Joseph V. Trocato Jr.
                 President
           2953 Normandy Drive
           Ellicott City, Maryland 21043
           Tel: 410-997-2034
           Phone: 410-750-1335

        3. DCI Management Group, LLC
           Attn: Howard S. Cherry, CPA
                 Financial Officer
           220-05 97th Avenue Chief
           Queens Village, New York 11429
           Tel: 718-479-3300
           Fax: 718-217-4451

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

                          About SeraCare

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


SERACARE LIFE: Ad Hoc Equity Panel Calls for Official Appointment
-----------------------------------------------------------------
The Ad Hoc Committee of Equityholders in SeraCare Life Sciences,
Inc.'s bankruptcy case asks the U.S. Bankruptcy Court for the
Southern District of California to appoint an Official Committee
of Equityholders to represent the Debtor's shareholders.

Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP,
says that an equity appointment is warranted because of the
substantial likelihood of a meaningful distribution to equity
holders and the presence of substantial questions regarding the
authenticity of the Debtor's bankruptcy filing.

Mr. Patterson asserts that every method of valuation of the
Debtor's assets and business confirm that the estate offers
significant equity for shareholders.

The Ad Hoc Equity Committee maintains that SeraCare is not
insolvent and that the Debtor:

    -- has sufficient cash in its bank accounts to pay all
       creditors in full;

    -- maintains a cash-flow-positive operating business with
       clear growth potential; and

    -- enjoys a significant market share.

Apart from arguments relating to the material value for equity in
the Debtor's case, Mr. Patterson also claimed that the
circumstances of the Debtor's bankruptcy filing are highly
suspect.    

Mr. Patterson explains that the Debtor's senior management was
terminated immediately prior its bankruptcy filing because of
alleged improper financial reporting practices.  

The move left control of the estate in the hands of a portion of
the Board of Directors and Robert J. Cresci, as chairman of the
Board.  Mr. Cresci chaired the Debtor's Audit Committee during
this period of alleged financial improprieties.  The Ad Hoc Equity
Committee questions Mr. Cresci's authority to head the Board
considering his direct responsibility for the oversight of the
financial statements that allegedly justified the termination of
the management team.

The Bankruptcy Court will convene a hearing at 2:00 p.m., on
May 24, 2006, to consider the Ad Hoc Equity Committee's request.

                          About SeraCare

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


SIMON WORLDWIDE: BDO Seidman Raises Going Concern Doubt
-------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about Simon
Worldwide Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005.  The auditing firm points to the Company's
significant losses from operations, lack of operating revenue, and
stockholders' deficit at Dec. 31, 2005.

For the year ended Dec. 31, 2005, the company reported a $3.2
million net loss compared to $20.6 million of net income in 2004.  
The Company incurred losses within its continuing operations in
2005 and continues to incur losses in 2006 for the general and
administrative expenses incurred to manage the affairs of the
Company and resolve outstanding legal matters.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $31.8 million and total debts of $32.7 million resulting
to a stockholder's deficit of $841,000.

A full-text copy of Simon Worldwide's Annual Report for the year
ended Dec. 31, 2005, is available for free at:

                http://researcharchives.com/t/s?897

Headquartered in Los Angeles, California, Simon Worldwide Inc. is
a diversified marketing and promotion agency with offices
throughout North America, Europe and Asia.  The Company has worked
with some of the largest and best-known brands in the world and
has been involved with some of the most successful consumer
promotional campaigns in history.  Through its wholly owned
subsidiary, Simon Marketing, Inc., the Company provides
promotional agency services and integrated marketing solutions
including loyalty marketing, strategic and calendar planning, game
design and execution, premium development and production
management.  


SOUTHERN COPPER: Fitch Ups Issuer Default Rating to BBB- from BB+
-----------------------------------------------------------------
Fitch upgraded the local and foreign currency Issuer Default
Rating of Southern Copper Corporation to 'BBB-' from 'BB+'.  Fitch
also upgraded the foreign and local currency issuer default
ratings of SCC's direct subsidiary, Minera Mexico, S.A. de C.V. to
'BBB-' from 'BB+'.  The Rating Outlook is Stable.

These rating actions also apply to the companies' long-term debt
issuances.  Fitch upgraded the foreign currency rating of SCC's
$600 million of 7.5% notes due 2035 and $200 million of 6.375%
notes due 2015 to 'BBB-' from 'BB+'.

On May 2, 2006, SCC announced that it is reopening its 7.5% notes
due 2035 with an issuance of $400 million.  This issuance will
also be rated 'BBB-'.  Fitch also upgraded the foreign currency
rating of Minera Mexico's $173 million 8.25% Guaranteed Notes
(Yankee Bonds) due in 2008 and its $125 million 9.25% Guaranteed
Notes (Yankee Bonds) due in 2028 to 'BBB-' from 'BB+'.

These upgrades reflect:

   * SCC's continued strong cash flow generation;

   * low leverage; and

   * a favorable near- to medium-term outlook for the copper
     industry.

The upgrades take into consideration the risks that could be
brought about by a new government in Peru and factor in the
volatile nature of the copper industry, which led to copper prices
averaging US$1.67 per pound in 2005 after never averaging more
than US$0.82 per pound in any year between 1998 and 2003.

SCC and its subsidiary Minera Mexico generated $2.4 billion of
operating income plus depreciation and amortization in 2005, an
increase from $1.7 billion in 2004.  Total debt at year-end 2005
decreased 12% to $1.2 billion resulting in a consolidated total
debt-to-EBITDA ratio of 0.5x.  SCC's debt is composed of:

   * $600 million of notes due 2035,
   * $200 million of notes due 2015, and
   * $80 million collateralized loan from Mitsui & Co. Ltd.;

while Minera Mexico's debt consists of about $298 million of
Yankee bonds as of March 31, 2006.  

The Yankee bonds are not guaranteed by SCC and SCC's 2015 and 2035
notes are not guaranteed by Minera Mexico and its subsidiaries.  
In 2005, Minera Mexico accounted for about 48% of consolidated
revenues and 42% of operating EBITDA.

The proposed $400 million issuance would bring SCC's consolidated
debt to approximately $1.6 billion.  As of March 31, 2006, SCC
generated EBITDA of US$686 million.  With $776 million in cash as
of March 31, 2006, SCC's pro forma annualized credit ratios
indicate total debt-to-EBITDA of 0.6x and net debt-to-EBITDA of
0.3x.  SCC's credit ratios remain strong for the 'BBB-' rating
category and reflect a high point in the copper price cycle.

SCC is completing a modernization project for its Ilo copper
smelter totaling $500 million (including amounts invested prior to
2004).  The project aims to bring the company's Ilo smelter
operations into compliance with the established environmental
standards by January 2007.  The smelter's annual copper production
capacity in anode form should remain about 290,000 tons (640
million pounds).  SCC's total debt is not expected to change
significantly in the future, as the capital expenditures for the
company's smelter modernization and various expansion projects can
be funded from the cash balances, free cash flow and the proceeds
of the proposed $400 million issuance.

The ratings of SCC are supported by the company's competitive cost
structure and favorable market position as a leading copper
producer and exporter.  The ratings positively factor in the fully
integrated nature of the company's operations from mining through
smelting and refining, as well as a production cost structure that
ranks among the lowest in the world.  As a relatively low-cost
producer, SCC is able to remain competitive during troughs in the
price cycle.  The ratings also consider the company's large copper
reserves, which will allow it to grow through a number of
brownfield and greenfield projects with reasonably low levels of
capital investment.

Balanced against these strengths are a number of risks, including
the upcoming presidential election in Peru, as well as the
volatile nature of the pricing cycle of copper.  At this point in
time, the winner of the run-off election between Ollanta Humala
and Alan Garcia cannot be predicted.  Should Humala win, it is
possible that adverse measures could be taken by his government
against copper mining companies in Peru.  Under the most likely
adverse scenario, an increase in taxes or mining fees, SCC is
expected to be able to maintain an investment grade credit
profile.  Further factored in the company's 'BBB-' ratings is the
expectation that SCC's relationship with unionized employees,
while improved, will continue to be difficult.

On April 1, 2005, Grupo Mexico, through its subsidiary, Americas
Mining Corporation, sold to SCC all of its shares in Minera
Mexico, Mexico's largest copper producer, in return for the
issuance to AMC of 67.2 million shares of SCC.  After completing
the transaction, SCC now owns 99% of Minera Mexico, and Grupo
Mexico owns, through AMC, 75% of SCC.  SCC's credit quality and
that of Minera Mexico have become more closely linked.

SCC is one of the world's largest private-sector copper producers
and exporters and as of April 1, 2005, owns Mexico's largest
copper producer, Minera Mexico.  Although SCC is incorporated
under Delaware law, the company's mines and plants are located in
Mexico and Peru.  Operations in Peru consist of two large-scale,
open-pit, copper mining units - Toquepala and Cuajone - along with
integrated smelting and refining facilities in the port town of
Ilo.

Minera Mexico's principal copper mining facilities, Mexicana de
Cobre and Mexicana de Cananea, are located in northern Mexico and
include two open-pit copper mines, a smelter and a refinery.  In
2005, SCC and Minera Mexico together produced 689,929 tons (1.5
billion pounds) of mined copper.  The company is owned directly or
through subsidiaries by Grupo Mexico (75.1%) and common
shareholders (24.9%).

Fitch also rates SCC's parent and affiliate companies:

  Grupo Mexico S.A. de C.V.:

    -- IDR 'BB'

  Americas Mining Corporation:

    -- Long term Rating 'BB'

  Grupo Ferroviario Mexicano, S.A. de C.V.:

    -- IDR 'BBB-'


STONEYBROOK APARTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Stoneybrook Apartments LP
        c/o Equity Holdings
        21540 Hamburg Avenue
        Lakeville, Minnesota 55044

Bankruptcy Case No.: 06-41074

Type of Business: The Debtor operates an apartment complex.

Chapter 11 Petition Date: May 4, 2006

Court: Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: David A. Orenstein, Esq.
                  Parsinen Kaplan Rosberg & Gotlieb P.A.
                  100 South 5th Street, Suite 1100
                  Minneapolis, Minnesota 55402
                  Tel: (612) 333-2111

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.


SYLVEST FARMS: USBA Asks for Creditors' Committee Appointment
-------------------------------------------------------------
Jon A. Dudeck, the assistant U.S. Bankruptcy Administrator for the
Northern District of Alabama, asks the U.S. Bankruptcy Court for
the Northern District of Alabama, Southern Division, to approve
his request for the appointment of an Omnibus Unsecured Creditors'
Committee in Sylvest Farms, Inc., and its debtor-affiliates'
bankruptcy cases.

Pursuant to Section 1102 of the Bankruptcy Code, the USBA is
authorized to recommend to the Court a committee of creditors
holding unsecured claims.

Mr. Dudeck tells the Court that the USBA has sent solicitations
for committee membership to approximately 39 creditors from the
lists of creditors holding the twenty largest unsecured claims of
each debtor.  Responses to the solicitation were due on
May 1, 2006.

The USBA anticipates that a sufficient number of unsecured
creditors will agree to the appointment so as to install an
Unsecured Creditors' Committee in the Debtors' cases.  The USBA
also suggests that a single Committee be appointed as an Omnibus
Unsecured Creditors Committee if the Court decides to consolidate
the Debtors' cases for administrative purposes.

                       About Sylvest Farms

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets   
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
The Debtors selected Richard A. Robinson, Esq., and Eric S.
Golden, Esq., at Baker & Hostetler LLP as their bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.


SYLVEST FARMS: Section 341 Meeting Set for May 23  
-------------------------------------------------
A meeting of Sylvest Farms, Inc., and its debtor-affiliates'
creditors will be held at 2:00 p.m., on May 23, 2006, at the
Robert S. Vance Federal Building, 1800 5th Avenue, Room 127, in
Birmingham, Alabama.

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.

                       About Sylvest Farms

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets   
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
The Debtors selected Richard A. Robinson, Esq., and Eric S.
Golden, Esq., at Baker & Hostetler LLP as their bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.


TRUMP ENT: Ct. Closes DLJ Merchant Adversary Case After Settlement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey closed
the adversary proceeding filed by Trump Hotels & Casino Resorts,
Inc., & Holdings, LP, Trump Plaza Associates, Trump Taj Mahal
Associates, Trump Atlantic City Associates, Trump Casino Holdings,
LLC, against DLJ Merchant Banking Partners III, L.P.

The case is settled.  However, court papers did not indicate how
the case was settled.

In its Annual Report filed with the Securities and Exchange
Commission, Trump Entertainment Resorts, Inc., disclosed that the
Company entered into an agreement to settle the claims filed by
DLJ Merchant.  DLJMB had alleged that it was due in excess of
$26,000,000 for fees and expenses in connection with a proposed
recapitalization of the Company that had been pursued in 2004.
Trump disputed the validity of the Claims.  The details of the
settlement weren't disclosed either.

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., asked the U.S. Bankruptcy Court for the District of
New Jersey to enter a judgment in their favor:

    (a) avoiding and setting aside the obligation in the Letter
        Agreements as fraudulently incurred obligations;

    (b) declaring that all obligations of the Trump Parties in the
        Letter Agreements are unenforceable and non-binding
        because they are unsupported by adequate consideration;

    (c) avoiding the Fraudulent Escrow Transfer and directing DLJ
        to turn over the Fraudulent Escrow Transfer, or its value,
        to the Debtors' estates to the fullest extent permitted by
        the Escrow Agreement;

    (d) declaring that DLJ is not entitled to the Transaction Fee
        because an Alternative Transaction did not occur;

    (e) declaring that DLJ is not entitled to the Transaction Fee
        or the Expenses because it induced the Trump Parties to
        enter into the Letter Agreements through negligent or
        fraudulent misrepresentations, rendering the Letter
        Agreements void and unenforceable;

    (f) in the alternative, declaring that DLJ breached the Letter
        Agreements;

    (g) expunging and disallowing the DLJ Claims in their
        entirety;

    (h) expunging and disallowing the DLJ Claims Nos. 1909 to 1912
        on the grounds that there is no basis for DLJ to assert
        claims against any entity other than THCR, or
        alternatively, disallowing the claims as duplicative of
        DLJ Claim No. 1645;

    (i) subordinating any portion of the DLJ Claims that is not
        disallowed or expunged to be equal in priority to, and
        provided the treatment of, old THCR common stock
        equivalents under the Plan;

    (j) declaring that the avoidable transfers and conveyances to
        DLJ result in the mandatory disallowance of any and all
        claims of DLJ unless and until DLJ returns all transfers
        or their value to the Debtors' estates;

    (k) for damages to the extent permitted by the DLJ
        Stipulation, and in an amount to be proved at trial;

    (l) for punitive damages;

    (m) for prejudgment interest; and

    (n) for attorney's fees and costs.

The Reorganized Debtors also filed an Objection in the Chapter 11
cases "as a prophylactic measure to ensure that no party can
raise any doubt as to whether the Debtors timely interposed their
objections to the DLJ Claims."

                 Confidential Exclusivity Agreement

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, relates that on Jan. 20,
2004, DLJ led the Trump Parties to believe that it will pursue a
transaction.  DLJ required THCR to execute an exclusivity
agreement that restricted THCR and its affiliates and
representatives from soliciting, participating in negotiations
with, or furnishing nonpublic information to any party other than
DLJ regarding a potential recapitalization of the Debtors.  DLJ
would cease further discussions about the potential equity
investment unless it was given the exclusive opportunity to have
those discussions.

The Exclusivity Agreement provided, inter alia, that THCR would
provide DLJ with access to the Trump Parties' properties, books,
records and documents and that THCR would reimburse DLJ for some
transaction expenses in the event a restructuring transaction
were to be consummated or they breached the Exclusivity
Agreement.  The Agreement also contained a provision limiting the
Trump Parties' ability to disclose the Exclusivity Agreement.

                      Original Letter Agreement

On Feb. 12, 2004, DLJ insisted that, as a prerequisite to it
moving forward with a transaction, the Trump Parties execute a
letter agreement.  The Original Letter Agreement requires the
Trump Parties, except for THCR Holdings, to pay DLJ a $25 million
transaction fee, plus up to $5 million of expenses, if they
consummate a restructuring transaction having a value to THCR in
excess of $200,000,000 with any party other than DLJ, so long as
the terms of the alternative transaction are in place by Dec. 1,
2004.  The Original Letter Agreement did not bind DLJ to pursue
consummation of a transaction with the Debtors or even to
continue discussions with the Debtors.  Thus, the Original Letter
Agreement imposed no obligations upon DLJ, while it required the
Debtors to pay DLJ $25,000,000 to $30,000,000 if they did not do
a deal with the firm.

If DLJ whimsically terminated discussions minutes after the
Original Letter Agreement was executed, the Debtors nevertheless
would be obligated to pay DLJ at least $25,000,000 when they
entered into an alternative restructuring transaction.  Thus,
even if the Debtors sought to consummate a transaction with DLJ,
and DLJ simply declined without explanation, DLJ would become
entitled to at least a $25,000,000 payment if an Alternative
Transaction were to occur on or prior to Dec. 1, 2004 -- the
Tail Period.

Under the terms of the Original Letter Agreement, the $25,000,000
Transaction Fee amounted to 12.5% of the minimum transaction
value that could qualify as an Alternative Transaction.  By
insisting that the Trump Parties enter into the Original Letter
Agreement, DLJ knew or should have known that the Trump Parties
would believe that DLJ was committed to pursuing a restructuring
transaction in good faith, and would rely on that belief as the
basis for determining to execute the Original Letter Agreement.

                    Second Exclusivity Agreement

On March 19, 2004, the Exclusivity Agreement expired in
accordance with its terms leaving the Debtors free to solicit
offers from and negotiate with other parties.  On Aug. 9, 2004,
THCR and DLJ entered into a Second Exclusivity Agreement, which
reinstated the Exclusivity Period through the earlier of
Dec. 31, 2004 or the Trump Parties' filing of a Chapter 11
case.  DLJ made it clear that it would not continue to pursue a
restructuring transaction unless the Trump Parties executed the
Second Exclusivity Agreement.

Pursuant to a DLJ Restructuring Term Sheet attached to the Second
Exclusivity Agreement, DLJ and the Trump Parties agreed to a
$400,000,000 equity investment by DLJ in exchange for THCR new
common stock.  A portion of the equity investment were to
constitute part of the consideration to be provided to the
holders of certain First Priority Mortgage Notes issued by TAC
and its affiliates, and certain of the First Priority and Second
Priority Mortgage Notes issued by TCH and Trump Casino Funding,
Inc.  Another portion of the proceeds would be used to fund the
Debtors' ongoing business operations and capital expenditures.

Additionally, DLJ agreed, in its capacity as a holder of the
Second Priority Mortgage Notes, to vote for any plan of
reorganization proposed by THCR on terms materially consistent
with the DLJ Restructuring Term Sheet.  The Trump Parties believe
that DLJ was committed to pursuing a restructuring transaction in
good faith, and would rely on that belief as the basis for
determining to execute the Second Exclusivity Agreement.

                      Amended Letter Agreement

On Aug. 9, 2004, the Trump Parties entered into a Letter
Agreement Amendment with DLJ.  The Amended Letter Agreement
extended the Tail Period to June 30, 2005, and required the Trump
Parties, other than THCR Holdings, to reimburse DLJ for up to
$5,000,000 in expenses in connection with the Proposed
Restructuring Transaction.  Mr. Stanziale attests that DLJ
provided no consideration to the Trump Parties in exchange for
the extension or the enhanced obligations.

The Amended Letter Agreement did not explicitly require DLJ to
pursue in good faith the Proposed Restructuring Transaction.
However, DLJ knew or should have known that its insistence that
the Trump Parties enter into the Amended Letter Agreement would
cause them to believe that DLJ was committed to pursuing the
Proposed Restructuring Transaction in good faith, Mr. Stanziale
says.

                          Escrow Agreements

On Aug. 16, 2004, each of the Trump Parties and DLJ entered
into identical Escrow Agreements, pursuant to which the Trump
Parties transferred $2,379,966 into an escrow account to cover
DLJ's expenses.

On Sept. 22, 2004, DLJ informed the Trump Parties that it was
terminating its discussions and would not enter into a
restructuring transaction with them.  The following day, DLJ
informed the escrow agent that it had terminated discussions and
demanded the release of the Escrow Funds.

                    DLJ Misled the Trump Parties

According to Mr. Stanziale, DLJ's decision to terminate
negotiations, just weeks after having induced the Trump Parties
to enter into the Amended Letter Agreement, the Second
Exclusivity Agreement, and the Escrow Agreements -- the August
2004 Agreements -- astounded the Debtors.  Mr. Stanziale points
out that DLJ did not discover any material adverse information
about the Debtors or their businesses between the time of the
August 2004 Agreements and the Sept. 22, 2004, notice of
termination that it had not become aware of prior to the August
2004 Agreements through its lengthy due diligence process.

From the totality of circumstances, Mr. Stanziale asserts that
DLJ misled the Debtors into believing that the firm intended to
pursue a transaction in good faith to induce the Debtors to enter
into the August 2004 Agreements "in order to line its pockets
with huge and totally underserved fees."  At the time the August
2004 Agreements were signed, the Debtors allege that DLJ had
already decided that it was not going to go forward with a
restructuring transaction, but was merely perfecting and
expanding its ability to assert claims for the Restructuring Fee
and Expenses.

Had the Trump Parties known of DLJ's true intentions, they would
never have executed the August 2004 Agreements, Mr. Stanziale
says.  By inducing the Trump Parties to enter into the August
2004 Agreements, DLJ harmed the Debtors by preventing them from
soliciting genuine restructuring transactions at the time that
insolvency and illiquidity posed the greatest threat to the
Debtors' future and ability to repay creditors.

On Sept. 22, 2004, after having been prohibited by DLJ from
negotiating with other parties, the Debtors scrambled to create a
new restructuring strategy.  The Debtors succeeded in reaching an
agreement on terms for a recapitalization with certain large
noteholders.  However, the terms included higher interest rates
than those that were contemplated under DLJ's Proposed
Restructuring Transaction.  Hence, the recapitalization was
materially less valuable to the Debtors than the DLJ Proposed
Transaction.

On Oct. 20, 2004, the Debtors entered into a Restructuring
Support Agreement with Donald J. Trump, some of the holders of
the TAC First Priority Mortgage Notes, and some of the holders of
the First Priority and Second Priority Mortgage Notes issued
by TCH and TCF.  The Restructuring Support Agreement set forth
some of the material terms and conditions that were incorporated
in the joint plan of reorganization and related disclosure
statement that that were later amended.  As previously reported,
the Plan was confirmed on April 5, 2005, and consummated on
May 20, 2005.

                            DLJ Claims

On Jan. 18, 2005, DLJ filed Claim Nos. 1645, 1909, 1910, 1911
and 1912 for a $25,000,000 Transaction Fee plus over $1,000,000
in unpaid Transaction Expenses.  DLJ asserts in that it is
entitled to the $25,000,000 Transaction Fee because, "rather than
simply turn off the lights and close their doors when DLJ refused
to provide financing, the Debtors succeeded in obtaining the
Restructuring Support Agreement on Oct. 20, 2004, and filing
of their Initial Plan on December 15, 2004."  DLJ alleges that
the Transaction Fee became payable upon the consummation of the
Plan.

DLJ attempted to prevent the Debtors from reorganizing by
requesting the Court to deny confirmation of the Plan.
Subsequently, the Debtors and other parties-in-interest entered
into a stipulation with DLJ pursuant to which DLJ withdrew its
Confirmation Objection in exchange for, inter alia, the Debtors'
waiver of rights to seek affirmative recoveries from DLJ for its
conduct.

                   DLJ Claims Must Be Disallowed

Mr. Stanziale notes that the Third Circuit Court of Appeals has
established that potential financiers who window-shop without
committing to fund do not provide reasonably equivalent value to
support the payment of large fees by an insolvent debtor.  Thus,
the DLJ Claims must be disallowed and expunged, the Debtors
assert.

The Letter Agreements provided no value or consideration to the
Debtors because they never bound DLJ to consummate or pursue any
transaction, or do or refrain from doing anything at all, Mr.
Stanziale maintains.  The Letter Agreements, and any alleged
related fee obligations of the Trump Parties, therefore summarily
should be avoided as constructively fraudulently obligations.
Furthermore, because there is a complete lack of consideration
running from DLJ to the Debtors under the Letter Agreements, the
Letter Agreements are not enforceable under general principles of
contract law even outside of the context of an insolvency
proceeding.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


TRUMP ENT: Franklin Mutual Beneficially Owns 18.9% Equity in Trump
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated Feb. 7, 2006, Franklin Mutual Advisers, LLC, discloses that
it is deemed to beneficially own 5,116,213 shares of Trump
Entertainment Resorts, Inc., Common Stock, representing 18.9% of
total shares outstanding.

The 5,116,213 shares are beneficially owned by one or more open-
end investment companies or other managed accounts, which,
pursuant to advisory contracts, are advised by FMA.  The advisory
contracts grant to FMA all investment and voting power over the
securities owned by the advisory clients.  Therefore, FMA may be
deemed to be the beneficial owner of the Securities.

FMA is an indirect wholly owned subsidiary of Franklin Resources,
Inc.

The voting and investment powers held by FMA are exercised
independently from FRI and from all other investment advisory
subsidiaries of FRI.  Furthermore, internal policies and
procedures of FMA and FRI establish informational barriers that
prevent the flow between FMA and the FRI affiliates of
information that relates to the voting and investment powers over
the securities owned by their advisory clients.  Consequently,
FMA and the FRI affiliates report the securities over which they
hold investment and voting power separately from each other.

Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess
of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI.  However, because FMA exercises
voting and investment powers on behalf of its advisory clients
independently of FRI, the Principal Shareholders, and their
affiliates, beneficial ownership of the securities being reported
by FMA is being attributed only to FMA.

FMA disclaims any pecuniary interest in any of the securities.

FMA's clients, including investment companies registered under
the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of
dividends from, as well as the proceeds from the sale of, the
5,116,213 shares.  Mutual Shares Fund, a series of Franklin
Mutual Series Fund Inc., an investment company registered under
the Investment Company Act of 1940, has an interest in 1,814,341
shares, or 6.7%, of the class of securities reported.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


TRUMP ENT: Names R. Krause as Trump Taj Mahal General Manager
-------------------------------------------------------------
Trump Entertainment Resorts, Inc., has named Rosalind Krause as
General Manager of Trump's flagship property, the Trump Taj Mahal
Casino Resort.  Ms. Krause, a 27-year veteran of the gaming
industry, has served as Assistant General Manager of the property
since joining Trump in September 2005.

Mark Juliano, the Chief Operating Officer of Trump, said,
"Rosalind's leadership has translated to operational and
service improvements throughout the Taj Mahal since she joined
our team.  I am excited to announce Rosalind's promotion because I
know she will build upon those successes and, as a team, we will
continue to enhance the entertainment experience for our
customers and the quality of the work environment for our
employees."

As General Manager, Ms. Krause will be responsible for the
overall operation of the 4.2 million square foot property, which
includes 1,250 rooms and suites, more than 200 table games and
over 4,000 slot machines.  Ms. Krause will continue to be
responsible for casino operations including table games, slot
operations, marketing and player development, and will continue
to play an integral roll in the planned $250 million construction
of a new 800 room tower and extensive casino renovations.
Already, nearly every room and suite in the Taj Mahal has been
renovated.

Prior to joining Trump, Ms. Krause served as Assistant General
Manager of Paris Las Vegas and Senior Vice President of Casino
Services at Caesar's Palace in Las Vegas.  During 27 years in the
casino industry in both Atlantic City and Las Vegas, she has also
held positions in marketing and has worked as a baccarat,
blackjack, craps, and roulette dealer.

"The Taj Mahal is among the largest, most grand and most
exciting casinos ever built," Ms. Krause noted.  "I am excited
about the tremendous renovations and expansion we have planned to
the facility and, with our strong customer base and dedicated
employees, I am very confident that we will continue to create
more exciting and enjoyable experiences for our customers and
employees."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


UNITED AIRLINES: To Merge Airport Operations and Cargo Divisions
----------------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the parent company of United
Airlines, reported that it is consolidating its airport operations
and cargo divisions into one organization that will be led by
Scott Dolan.  Mr. Dolan previously served as senior vice president
for Cargo.

"Consolidating airport operations and cargo under Scott's
leadership will further streamline United's operations, drive
efficiencies and produce additional cost savings," Pete McDonald,
United executive vice president and chief operating officer, said.  
"Scott has made a significant impact in the last two years,
growing cargo revenue, and improving customer service while
greatly reducing costs.  We look forward to him bringing his
energy and rigor and key international experience, having run
United cargo worldwide, to this new position."

Mr. Dolan joined United in 2004 from Atlas Worldwide Holdings,
where he was senior vice president and chief operating officer
responsible for the day-to-day operations for both Atlas Air and
Polar Cargo.

As part of the move, the company will be eliminating an officer
position currently held by Larry De Shon, senior vice president
for Airport Operations.

"We appreciate Larry's many contributions to United, across the
marketing, onboard and airport operations divisions, and we wish
him well in his future endeavors," Mr. McDonald said.

In his new role, Mr. Dolan will report to Mr. McDonald.  Also
reporting to McDonald will be Alex Marren, who was named vice
president for Operational Services, which includes systems
operations control, dispatch, and operations analysis, in addition
to responsibility for the operational aspects of United Express
and Ted.  Ms. Marren most recently served as vice president -
Airport Operations East Region.  "Alex has distinguished herself
as an exceptional leader capable of improving airline operations
at some of our largest hubs and systemwide," said Mr. McDonald.  
The company did not immediately name a replacement for Ms. Marren.

The company also initiated a search for a senior vice president of
human resources to lead a previously announced restructuring of
that department.  Sara Fields, who currently serves in that role,
will continue to report to Glenn Tilton, United's president,
chairman and CEO, and will focus on the integration and
coordination of activities related to governance, executive
leadership, development and succession planning.

"I am confident as we move into the next phase of the company's
transformation, that these changes will accelerate our progress to
be more competitive and performance driven," Glenn Tilton, United
president, chairman and CEO, said.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on Feb. 1, 2006.


VALENTINE PAPER: Louisiana Court Approves Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved the First Amended Disclosure Statement explaining the
Amended Plan of Reorganization of Valentine Paper, Inc., nka VPI
Liquidation Corporation.

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

                      Overview of the Plan

The Debtor tells the Court that pursuant to the Plan and a
Liquidating Trust Agreement, a trust will be created for the
purposes of liquidating their assets and satisfying claims against
the them.

                      Treatment of Claims

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

Holders of the Note Acquisition Residual Claim will be entitled to
funds remaining in the Escrow Account.  The Debtor tells the Court
that, as agreed between the Debtor, the Official Committee of
Unsecured Creditors and the Noteholder, there will be no
deficiency claim.

Priority Non-Tax Claims will receive their pro-rate share of the
cash distribution from cash held by the Liquidating Trustee after
payment of priority claims.

Holders of Unsecured Claims will receive their pro-rate share of
the cash distribution from cash held by the Liquidating Trustee
after payment of all other claims.

Holders of Equity Interests in the Debtor will receive nothing
under plan and those interests will be extinguished.

A full text copy of the Debtor's disclosure statement explaining
its Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060327023800

                  Hearing on Plan Confirmation

The Court has set June 27, 2006 at 10:00 a.m. (CST), as the date
and time for the hearing on confirmation of the Plan.  Objections
to confirmation of the Debtor's Plan must be filed by
June 20, 2006.

                      About Valentine Paper

Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  C. Davin Boldissar, Esq., at Locke,
Liddell & Sapp LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


W.R. GRACE: Balance Sheet Upside-Down by $593.2 Mil. at March 31
----------------------------------------------------------------
W. R. Grace & Co.'s (NYSE: GRA) sales for the first quarter were
$658.6 million compared with $603.2 million in the prior year
quarter, a 9.2% increase (12.6% before the effects of currency
translation).  The increase was attributable primarily to higher
sales volume in most geographic regions, improved product mix, and
selling price increases in response to cost inflation.  Sales
increased 12.6% for the Grace Performance Chemicals operating
segment and 6.5% for the Grace Davison operating segment.

Net income for the first quarter was $0.1 million compared with
net income of $3.1 million in the prior year quarter.  Net income
includes the costs of Chapter 11, litigation and other matters not
related to core operations.

As of March 31, 2006, the Company's balance sheet showed
$3.505 billion in total assets and a $593.2 million stockholders'
equity deficit.

Pre-tax income from core operations was $47.8 million in the first
quarter compared with $39.7 million last year, a 20.4% increase
(25.9% before the effects of currency translation).  Pre-tax
operating income of the Grace Performance Chemicals operating
segment was $34.2 million, up 25.3% compared with the 2005 first
quarter, attributable principally to higher sales of construction
products, and to productivity gains.  Pre-tax operating income of
the Grace Davison operating segment was $36.0 million, down 4.5%
compared with the first quarter of 2005, as strong sales of
catalysts used in petroleum refining and specialty materials used
in scientific and industrial applications were offset by higher
costs of raw materials and energy, as well as costs of plant
disruptions and rationalizations.  Corporate operating costs were
11.5% lower due to reduced pension expenses attributable to prior
year pension plan contributions.

"We saw continued strong sales in the first quarter from products
used in the refining and construction industries," said Grace's
President and Chief Executive Officer Fred Festa.

"Market fundamentals related to these product groups remain
favorable from high demand for transportation fuels worldwide and
good construction activity in North America and Europe.  Our
strong core operating results reflect the valuable relationships
we enjoy with our customers and the good work of our associates
around the world."

                         Core Operations

Grace Davison

First quarter sales for the Grace Davison operating segment, which
includes silica-and-alumina-based catalysts and materials used in
a wide range of industrial applications, were $356.4 million, up
6.5% from the prior year quarter.  Key factors contributing to the
sales increase were:

     (1) continued strong demand for hydroprocessing catalysts
         that upgrade heavy crude oil;

     (2) selling price increases and surcharges to partially
         offset natural gas and raw material cost inflation; and

     (3) higher volume in the engineered materials and discovery
         sciences product groups from stronger economic
         activity, particularly in Europe and Asia.

Sales in North America were negatively affected by continued
shutdowns of several petroleum refineries from last year's
hurricanes and for preventive maintenance at customer sites.  
Pre-tax operating income of the Grace Davison segment for the
first quarter was $36.0 million compared with $37.7 million in
the first quarter last year, a 4.5% decrease.

Operating margin was 10.1%, 1.2 percentage points lower than the
prior year quarter, as higher selling prices, lower expenses and a
better product mix were more than offset by inflation in raw
materials and energy and by costs to rationalize certain
manufacturing operations in North America.

Grace Performance Chemicals

First quarter sales for the Grace Performance Chemicals operating
segment, which includes specialty chemicals and materials used in
commercial and residential construction and in rigid food and
beverage packaging, were $302.2 million, up 12.6% from the prior
year quarter.  Key factors contributing to the sales increase
were:

     (1) continued steady construction activity in the United
         States;

     (2) improved construction activity in Europe;

     (3) increased volume of products directed at high-growth
         industry, geographic and customer segments; and

     (4) higher selling prices in response to increases in raw
         material costs.

Sales were up in all regions, reflecting geographic expansion and
other growth initiatives.

Pre-tax operating income for the Grace Performance Chemicals
segment was $34.2 million compared with $27.3 million for the
first quarter last year, a 25.3% increase.

Operating margin of 11.3% was 1.1 percentage points higher than
the first quarter of 2005.  The higher operating income and
margins were primarily a result of sales volume growth and selling
price increases, partially offset by raw material cost inflation.

Corporate Costs

Corporate costs related to core operations were $22.4 million in
the first quarter of 2006 compared with $25.3 million in the prior
year quarter.  The decrease was attributable primarily to lower
pension expense from the effect of contributions made to defined
benefit pension plans in recent years.

         Pre-Tax Income (Loss) from Non-Core Activities

Non-core activities comprise events and transactions not directly
related to the generation of operating revenue or the support
of core operations.  The pre-tax loss from non-core activities
was $20.1 million in the first quarter of 2006 compared with
$8.1 million last year.  The increase is principally due to
defense costs for the criminal proceeding related to former
vermiculite mining operations in Montana.  Grace's first quarter
2006 financial statements include $10.1 million of legal costs for
the defense of Grace and the other named individuals to this
proceeding, compared with $6.0 million in first quarter of 2005.  
At this time, Grace cannot predict the outcome of this proceeding
or the extent of any financial impact.  Defense costs are being
expensed as incurred.  Other changes relate to a number of
miscellaneous non-core income and expense items.

                     Cash Flow and Liquidity

Grace's net cash flow from operating activities for the first
quarter was a negative $40.2 million, compared with a negative
$31.4 million for the prior year quarter.  The lower cash flow in
the first quarter 2006 is attributable to an increase in working
capital in response to higher sales, payments of annual accruals
for compensation and customer rebates, bankruptcy court-approved
payments for pensions, and higher costs of Chapter 11 proceedings
and environmental-related litigation.  Pre-tax income from core
operations before depreciation and amortization was $75.9 million,
10.8% higher than in the prior year quarter, a result of the
improved income from core operations described above.  Cash used
for investing activities was $21.1 million, primarily reflecting
capital replacements and investments in new production capacity.

At March 31, 2006, Grace had available liquidity in the form of
cash ($415.4 million), net cash value of life insurance
($86.2 million) and available credit under its debtor-in-
possession facility ($207.0 million).  Grace believes that these
sources and amounts of liquidity are sufficient to support its
business operations, strategic initiatives and Chapter 11
proceedings for the foreseeable future.  Grace's debtor-in-
possession credit facility has been renewed at the current level
of $250 million through April 1, 2008.

                     Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.  Grace's non-U.S. subsidiaries and certain of its U.S.
subsidiaries were not part of the Filing.  Since the Filing, all
motions necessary to conduct normal business activities have been
approved by the Bankruptcy Court.

On November 13, 2004, Grace filed a plan of reorganization, as
well as several associated documents, including a disclosure
statement, with the Bankruptcy Court.  On January 13, 2005, Grace
filed an amended plan of reorganization and related documents to
address certain objections of creditors and other interested
parties.  The amended Plan is supported by committees representing
general unsecured creditors and equity holders, but is not
supported by committees representing asbestos personal injury
claimants and asbestos property damage claimants.  As part of
determining the confirmability of the Plan, the Bankruptcy Court
had approved a process and timeline for the estimation of
asbestos-related property damage and personal injury claims.  
This process has been deferred to provide Grace and the
committees an opportunity to negotiate a consensual plan of
reorganization.  The Court has appointed a mediator to facilitate
such negotiation.

As disclosed in Grace's 2005 Annual Report on Form 10-K, the
Bankruptcy Court entered an order that places certain limitations
on trading in Grace common stock or certain securities, including
options, convertible into Grace common stock to avoid an
inadvertent ownership change that would limit the value of
certain U.S. federal tax attributes.  Under federal income tax
law, a corporation is generally permitted to deduct from taxable
income in any year net operating losses carried forward from
prior years.  Grace has NOL carryforwards of approximately $240
million as of December 31, 2005, for U.S. federal income tax
purposes.  Grace has recently evaluated its available cushion to
accommodate new shareholder positions of 5% or more and, as a
result of that evaluation, will likely object to such purchases
of the Company's common stock or options in the current year.
Grace will evaluate its situation on a regular basis and will
make a public statement if its current position changes.  Grace
can provide no assurances that these limitations will prevent an
ownership change or that its ability to utilize NOL carryforwards
may not be significantly limited as a result of other factors
including reorganization under the U.S. Bankruptcy Code.

Most of Grace's non-core liabilities and contingencies are subject
to compromise under the Chapter 11 process.  The Chapter 11
proceedings, including related litigation and the claims valuation
process, could result in allowable claims that differ materially
from recorded amounts. Grace will adjust its estimates of
allowable claims as facts come to light during the Chapter 11
process that justify a change, and as Chapter 11 proceedings
establish court-accepted measures of Grace's non-core liabilities.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.S. LEE: Court Gives Final Nod on $2.5 Million DIP Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized W.S. Lee & Sons, Inc., and Lee Systems Solutions, LLC,
to obtain up to $2,500,000 of debtor-in-possession financing from
Omega Bank National Association on a final basis.

The Debtors will use the DIP Loan to cover their operating
expenses in addition to their cash collateral.  The Debtors said
the cash collateral available for use won't be sufficient to fund
their working capital needs while in bankruptcy.

Based on an 11-week budget, the Court directed the Debtors to use
the Loan only for working capital and other expenses incurred in
the ordinary course of their businesses, including payment of
professional and U.S. Trustee's fees.

Omega Bank agreed to an interest rate of 9% per annum for the
Loan.  As adequate protection, the Debtors grant Omega Bank liens
in all of their assets.  If the Debtors' assets are liquidated,
and there are insufficient funds to pay the fees of the Debtors'
and the Committee's professionals as well as the U.S. Trustee's
fees, Omega Bank agreed to a $600,000 Carve-Out from its lien to
permit payment of those fees.

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Robert S.
Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and $1
million to $10 million in debts.


W.S. LEE: Gets Court's Final Approval to Access Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave W.S. Lee & Sons, Inc., and Lee Systems Solutions, LLC,
authority on a final basis, to use the cash collateral securing
their obligations to Omega Bank National Association.

As adequate protection, the Court directs the Debtors to make
monthly payments of $50,541 plus interests aggregating $3,250 to
Omega Bank.

Pursuant to their cash collateral use agreement, the Debtors
consent to:

   1) retain Robert Donaldson as their Chief Executive Officer as
      agreed upon with their shareholders on March 10, 2006; and

   2) restore their financials to at least a break-even EBITDA
      during the final 10 months of 2006 and implement on a
      timely basis revenue and expense improvements.

The Debtors will use the cash collateral based on an 11-week
budget.  A copy of the budget can be accessed for free at:

              http://researcharchives.com/t/s?82d  

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Robert S.
Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and $1
million to $10 million in debts.


W.S. LEE: Section 341 Creditors' Meeting Slated for May 25
----------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
W.S. Lee & Sons, Inc.'s creditors at 11:00 a.m., on May 25, 2006,
at Holiday Inn, 250 Market Street in Johnstown, Pennsylvania.

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 Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Robert S.
Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and $1
million to $10 million in debts.


WBE COMPANY: Court Grants Temporary Use of Cash Collateral
----------------------------------------------------------
The Honorable Timothy J. Mahoney of the U.S. Bankruptcy Court for
the District of Nebraska authorized WBE Company, Inc. to use up to
$5,000 per month, for two months, cash collateral securing its
obligations to Enterprise Bank.

As adequate protection, the Debtor will pay the bank $5,000 per
month from the proceeds of its leased properties and grant the
bank liens on those properties.

The Debtor continues to negotiate Enterprise Bank's consent to its
cash collateral use.

Enterprise Bank opposed the Debtor's request contending that the
Debtor cannot protect its interest in its collateral.  

The Bank suggested that the Debtor use the receivables from the
lease of its collateral.

The Debtor argued that because the lease, although entered into
after its bankruptcy filing, was made in the ordinary course of
business, hence, the bank's security interest in the collateral
does not extend to the lease payments.

A hearing considering final resolution on the matter is scheduled
on May 16, 2006 at 9:00 am.

At the hearing, the Debtor will testify on its:

   -- proposed type of plan;

   -- ability to obtain insurance on the unleased portion of the
      Bank's collateral;

   -- source and use of revenues since its bankruptcy filing; and

   -- anticipated source and use of revenues projected over the
      next six months.

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case
No. 06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.
When the Debtor filed for protection from its creditors, it
estimated assets between $0 and $50,000 and debts between $10
million and $50 million.


WESTPORT COMMUNITY: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westport Community Secondary Schools, Inc.
        201 Westport Road
        P.O. Box 32050
        Kansas City, Missouri 64111

Bankruptcy Case No.: 06-41077

Chapter 11 Petition Date: May 4, 2006

Court: Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Gregory S. Gerstner, Esq.
                  Seigfreid, Bingham, Levy Selzer & Gee
                  911 Main Street, Suite 2800
                  Kansas City, Missouri 64105
                  Tel: (816) 421-4460
                  Fax: (816) 474-3447

Total Assets: $10,888,574

Total Debts:  $8,200,000

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Edison Schools, Inc.             Formation of        $8,100,000
c/o Jean Paul Bradshaw, Esq.     Charter School
Lathrop & Gage, LC
2345 Grand Avenue, Suite 2800
Kansas City, MO 64108

American Arbitration             Arbitration Fees      $100,000
Association                      and Expenses
225 North Michigan Avenue
Suite 1840
Chicago, IL 60601

Celestine Smith-Williams                                Unknown
802 Broadway, 7th Floor
Kansas City, MO 64105

Lottie Lawrence                                         Unknown

Maurice Cummings                                        Unknown


WHEELING ISLAND: Earns $16.9 Million in Year Ended Dec. 31, 2005
----------------------------------------------------------------
Wheeling Island Gaming, Inc.'s audited financial results for the
fiscal year ended Dec. 31, 2005 reflect operating revenues of
$116.9 million, representing a decrease of $2.5 million, or a 2.1%
decrease over the prior year.

Gaming revenues, which represent 82.4% of total revenues, were
$96.4 million, a decrease of $4.0 million, or 4.0% from 2004.  

According to the company, the decrease in gaming revenues was due
primarily to the January 2005 flooding of the Ohio River which
closed the gaming facility for three days and a portion of another
day, increased competition from limited video lottery machines in
the immediate market area and a legislative change enacted in July
2005 that lowered the company's share of net terminal income.  The
decrease in gaming revenue occurred despite the closure of the
gaming facility for four days and portions of two other days as a
result of the flooding of the Ohio River in September 2004.

The company's operating income for the year was $38.1 million, a
decrease of $2.4 million over the prior year.  

The decrease in income from operations, the company said, was
primarily due to the $2.5 million decrease in revenues offset
partially by a $0.1 million decrease in operating expenses
resulting primarily from the recording of $1.9 million of business
interruption insurance proceeds as an operating expense credit.  
Operating expenses for the year, excluding the business
interruption insurance proceeds credit were $80.7 million, an
increase of $1.8 million over the prior year.  The increase was
due to higher food and beverage costs related to the newly
refurbished buffet and higher marketing costs.

Net income for the year was $16.9 million, representing an
increase of $2.9 million over the prior year.  The higher net
income is primarily the result of $1.9 million of net casualty
loss recoveries in 2005 as compared to a $4.3 million casualty
loss in 2004 and a $0.4 million decrease in interest expense
offset by the decrease in operating income of $2.4 million and
$1.5 million of higher income taxes.

EBITDA was $51.3 million for 2005, representing an increase of
$3.7 million, or 7.7% over 2004.  The $3.7 million increase is
primarily due to the receipt of net casualty loss recoveries of
$1.9 million in 2005 as compared to $4.3 million of casualty
losses in 2004 resulting from flood damages to Wheeling Island's
gaming and racing facilities, offset partially by a $2.5 million
decrease in operating revenues in 2005 as compared to the prior
year.

As of Dec. 31, 2005, Wheeling Island Gaming had $134.0 million of
debt outstanding, comprised of $125 million of unsecured senior
notes and $9 million of borrowings under its revolving credit
facility.  

                About Wheeling Island Gaming, Inc.

Wheeling Island Gaming, Inc. owns and operates Wheeling Island
Racetrack & Gaming Center, a gaming and entertainment complex
located in Wheeling, West Virginia.  It is the largest operation
of Delaware North Companies Gaming & Entertainment, Inc., a wholly
owned subsidiary of Delaware North Companies, Inc.

               About Delaware North Companies, Inc.

Delaware North Companies, Inc. is a hospitality and food service
provider.  Its family of companies includes Delaware North
Companies Gaming & Entertainment, Delaware North Companies Parks &
Resorts, Delaware North Companies Travel Hospitality Services,
Delaware North Companies Sportservice, Delaware North Companies
International, TD Banknorth Garden and the Delta Queen Steamboat
Company.  Delaware North Companies' 40,000 associates serves
customers in the United States, Canada, Australia, New Zealand and
the United Kingdom.

                          *     *     *

On Dec. 11, 2001, Moody's assigned these ratings to Wheeling
Island Gaming, Inc.:

   * long term corporate family -- B2
   * senior unsecured debt -- B3

In the same year, Standard & Poor's placed the company's long term
local and foreign issuer credits at B+ with a stable outlook.


WILLIAM RODMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: William J. Rodman
        317 Dutchmans Point Road
        Mantoloking, New Jersey 08738-1011

Bankruptcy Case No.: 06-13911

Type of Business: The Debtor filed for chapter 11 protection
                  on January 10, 2006 (Bankr. N.J., Case No.
                  06-10218).

                  One of the Debtor's shareholders, Bayview
                  Capital, Inc., also filed for chapter 11
                  protection on January 13, 2005 (Bankr. N.J.,
                  Case No. 05-12757).

Chapter 11 Petition Date: May 4, 2006

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver LLC
                  25 Abe Voorhees Drive
                  Manasquan, New Jersey 08736
                  Tel: (732) 223-8484

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.


WISE METALS: Incurs $21.6 Million of Net Loss in Full Year 2005
---------------------------------------------------------------
Shipments of Wise Metals Group's aluminum beverage can stock,
other rolled aluminum products and scrap in the fourth quarter of
2005 totaled GBP195.5 million compared to GBP166.0 million for the
same period in 2004, an increase of 18 percent.  For 2005, the
company's shipments totaled GBP764.7 million compared to GBP736.1
million for 2004, an increase of 4 percent.

Wise Metals' shipments of scrap at Wise Recycling increased
approximately 25 percent in the fourth quarter of 2005 versus the
fourth quarter of 2004 and increased approximately 24 percent for
the full year.  Common alloy shipments, which were relatively flat
for the fourth quarter of 2005 compared to the same period in
2004, increased approximately 33 percent for the year.

Wise Metals' net loss for the fourth quarter of 2005 was
$10.4 million, which includes a $2.3 million expense for LIFO
offset by a $10.2 million favorable impact for SFAS 133.  This
compares to a net loss of $25.2 million in the fourth quarter of
2004, which includes a $26.2 million expense for LIFO offset by a
$1.6 million favorable impact for SFAS 133.

For the year, Wise Metals Group reported a net loss of
$21.6 million including a $2.3 million expense for LIFO offset by
an $11.7 million favorable mark-to-market gain under SFAS 133.  
These results compared to a net loss of $41.5 million in 2004
including expenses totaling $43.3 million of which $35.2 million
is for LIFO, $7.5 million is a write-off for early extinguishment
of debt, and $0.6 million is a mark-to-market loss under SFAS 133.  
Adjusted EBITDA for the full year 2005 was $7.5 million compared
to $33.3 million for 2004.

After adjusting for LIFO and SFAS 133, net loss for the fourth
quarter of 2005 was $18.3 million, compared to a loss of
$0.6 million in the fourth quarter of 2004, adjusting for similar
items.  The difference of approximately $17.7 million, after
adjusting for increased volumes, includes increased energy costs
of $9.2 million, the impact from metal ceilings totaling $4.7
million, employment costs of $1.1 million, materials, maintenance
and other production costs of $1.7 million, and increased interest
expense of $1.1 million.

The company's conversion margin decreased from $8.1 million in the
fourth quarter of 2004 to a deficit of $9.5 million for the same
period in 2005.  Increased energy costs due to higher natural gas
prices and the effects of aluminum price caps
reducing can sheet sales margins contributed to the decrease in
conversion margin.

Subsequent to year-end, on March 3, 2006, Wise Metals Group LLC
completed an amendment to its revolving line of credit resulting
in a $30 million increase to the facility from $150 million to
$180 million.  The additional funds are immediately available to
the company, subject to customary borrowing base calculations.  
The facility also allows for an additional increase to $200
million should conditions warrant.

                     About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes: Wise
Alloys, producer of aluminum can stock for the beverage and food
industries using recycled aluminum in the production of its can
stock; Wise Recycling, direct-from-the-public collectors of
aluminum beverage containers in the United States, operating
shipping and processing locations throughout the United States
that support a network of neighborhood collection centers; and
Listerhill Total Maintenance Center, specializing in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants worldwide ranging from small on-site repairs to
complete turn-key maintenance.

                          *     *     *

Moody's junked Wise Metal's debt and corporate family ratings on
Aug. 19, 2005, with a negative outlook.

In the same year, Standard & Poor's placed the company's long term
foreign and local issuer credit ratings at B- with negative
outlook.


* BOOK REVIEW: The Rise of Today's Rich and Super-Rich
------------------------------------------------------
Authors:    Roy C. Smith
Publisher:  Beard Books
Hardcover:  372 pages
List Price: $34.95

Order your personal copy at:
http://www.amazon.com/exec/obidos/ASIN/158798248X/internetbankrupt

In 1982, Forbes magazine began its now much-read annual list of
America's richest men and women.  At the time of the first list,
there were 12 billionaires in the country and fewer than 200,000
millionaires.  By the year 2000, there were nearly 300
billionaires and about 5 million millionaires.  Smith's account of
the rise of the rich and super-rich tells the story of five types
of individuals: entrepreneurs, dealmakers, investors, tycoons
(corporate executives, who are distinguished from
entrepreneurs), and entertainers.

The extraordinary jump in the number of exceptionally wealthy
individuals and their growing share of the overall wealth of the
United States is attributed to the economic and fiscal policies of
the Reagan Administration, which came into office in 1981.

Labeled "Reaganomics" by the press, it espoused lower taxes,
deregulation, and entrepreneurism.  Reagan's approach to
government continued into the presidency of Bill Clinton.  Clinton
"had never known a bond trader in his life," says the
author, but he nevertheless had the sense not to tamper with the
robust economic activity he inherited, which was creating  
fabulous wealth for many and improving the prosperity of an even
wider circle of the population.  During the Clinton
Administration, the technology sector especially stood out for its
growth and the numbers of rich and super-rich it produced.

While profiles of highly successful individuals make up most of
the content of this book, Smith often introduces statistics to
illustrate the impressive wealth-making that occurred during the
1980s and 1990s.

The large increase in the number of billionaires and millionaires
is only one measure of the unprecedented economic growth that took
place during this time.  The Dow Jones stock-market indicator
tripled during the eight years of the Reagan Administration from
its starting point of 821.  By the end of the Clinton
Administration, it was over 11,000 -- a fourteen-fold increase
from the early 1980s.

In 1980, total American household wealth was $8.2 trillion.  By
2000, it had reached $32 trillion.  The value of the average
American household wealth (financial and real estate assets minus
debt including mortgage) increase 4.5x over 20 years, compounding
at the rate of 8% per year.

Smith also profiles those who found fortune -- both the famous and
those little-known outside their fields.  Steve Jobs, Ralph
Lauren, Ted Turner, Philip Knight (founder of Nike sports shoes),
Walt Minnick (founder of a network of plant nurseries), and Marc
Josephson (founder of a communications services company) are among
those covered by the author.

Many icons of the sports and entertainment industry are also the
subject of this book, including Steven Spielberg, Tiger Woods, and
Oprah Winfrey.  These individuals evidence the role of the media
in creating wealth.

Smith not only portrays the exceptionally successful individuals
at the top of their fields, but also tells how they amassed their
fortunes.  Thus, The Rise of Today's Rich and Super-Rich can be
read not only for inspiration, but also for ideas and stratagems
on ways of pursuing riches.

A graduate of the U.S. Naval Academy, Roy C. Smith is a professor
of entrepreneurship and finance at the Stern School of Business.
His particular interest in the leading financial events of the day
and in recent times is reflected in his contributions to numerous
publications.

                             *********

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
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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
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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.

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related conferences are encouraged.  Send announcements to
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On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
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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
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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 ***