TCR_Public/060510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 10, 2006, Vol. 10, No. 110

                             Headlines

ACE SECURITIES: Moody’s Places Low-B Ratings on 2 Certs. Classes
AH-DH APARTMENTS: Wants McGuire Craddock as Bankruptcy Counsel
AIRADIGM COMMUNICATIONS: Case Summary & 20 Largest Creditors
AIRBASE SERVICES: Wants to Use Cash Collateral & Borrow $1-Mil.
ANCHOR GLASS: Court Clarifies Terms of OCI Contract Assumption

APX HOLDINGS: Taps XRoads CMS as Bankruptcy Services Agent
ASARCO LLC: Court Establishes Aug. 1 as General Claims Bar Date
ASARCO LLC: Has Until Oct. 3 to Remove Civil Actions
ASARCO LLC: Asbestos Estimation Sparks Dispute
ATA AIRLINES: Agrees to Allow Debis Financial’s Claim for $2 Mil.

B/E AEROSPACE: To Host Annual Stockholders’ Meeting on June 28
BANKATLANTIC BANCORP: Inks deferred prosecution Pact with DOJ
BEAR STEARNS: Moody’s Places Rating on Class B-4 Certs. at Ba2
BELDEN & BLAKE: Earns $17 Million During Year Ended Dec. 31, 2005
BUILDING MATERIALS: Case Summary & 20 Largest Unsecured Creditors

CALLIDUS DEBT: Moody’s Puts Rating on $16MM Class D Certs. at Ba2
CANWEST GLOBAL: Reports Fiscal 2006 Second Quarter Results
CATHOLIC CHURCH: Spokane Inks Pact to Settle Coverage Dispute
COLLINS & AIKMAN: Barclays Capital Joins Creditors’ Committee
COLLINS & AIKMAN: Exclusive Plan-Filing Period Intact Until May 15

COMBUSTION ENGINEERING: Amended Plan Declared Effective April 21
COSINE COMMS: 2006 Shareholders Meeting Set for May 24
COVENTRY HEALTH: Earns $121 Million in Quarter Ended March 31
CREDIT SUISSE: Moody’s Puts Low-B Ratings on Two Cert. Classes
CUMMINS INC: Earns $135 Million in 2006 First Quarter

DANA CORP: Wants Until Sept. 29 to Remove Federal Court Actions
DANA CORP: Wants to Continue Bonding Program with Travelers
DANA CORPORATION: Provides Updates on Pending Legal Proceedings
DEAN FOODS: Brings In Jack Callahan as Chief Financial Officer
DELPHI CORP: Dave Wohleen Steps Down as Vice Chairman on June 1

ENHERENT CORP: Will Hold Annual Stockholders Meeting on May 23
ENTERGY NEW ORLEANS: Corporate Headquarters Returns to New Orleans
EYE CARE: Commences Tender Offer for 10-3/4% Senior Sub. Notes
FEP RECEIVABLES: Moody’s Junks Ratings on 12 Certificate Classes
FOAMEX INTERNATIONAL: Bagnatos Wants Stay Lifted to Pursue Action

FOAMEX INTERNATIONAL: D.E. Shaw Laminar Discloses 18.8% Stake
FRIENDLY ICE: Moody’s Cuts Rating on $175M Sr. Unsec. Notes to B2
GSAA HOME: Moody’s Places Ba2 Rating on Class B-4 Certificates
GSAMP TRUST: Moody’s Places Low-B Ratings on 2 Class Notes Certs.
INTERACTIVE MOTOR: Dec. 31 Balance Sheet Upside-Down by $1.7 Mil.

J INC: Case Summary & 6 Largest Unsecured Creditors
KAISER ALUMINUM: Court Allows PBGC & VEBA to Dispose Claims
KL INDUSTRIES: Section 341(a) Meeting Scheduled for June 7
LANDMARK VII: Moody’s Rates $14 Million Class B-2L Certs. at Ba2
LARREA BIOSCIENCES: Posts $234,002 Net Loss in Fiscal 3rd Quarter

LARRY SCHWARTZ: Case Summary & 10 Largest Unsecured Creditors
LEVITZ HOME: Rejects More Store Leases
MORGAN STANLEY: Moody’s Holds Low-B Ratings on 8 Cert. Classes
NTK HOLDINGS: Planned $600 Mil. IPO Cues S&P’s Positive Watch
ODYSSEY RE: Shareholders Approve Amended Long-Term Incentive Plan

OFF MAIN: Retains Keen Realty to Auction Four Retail Leases
POSITRON CORPORATION: Annual Shareholders Meeting Set for May 18
PREDIWAVE CORP: Section 341(a) Meeting Slated for May 15
PROCARE AUTOMOTIVE: Wants to Reject Executory Contracts & Leases
PROCESS PIPE: Case Summary & 20 Largest Unsecured Creditors

ROUGE INDUSTRIES: Court Extends Plan Filing Period to June 12
ROUGE INDUSTRIES: Court Extends Removal Period to July 17
SAINT VINCENTS: Allows New York DOHMH to Exercise Set Off Rights
SEMGROUP LP: Prices TransMontaigne's $200MM Senior Notes Offering
SHAHRIAR JAMASB: Case Summary & 19 Largest Unsecured Creditors

SILICON GRAPHICS: Ch. 11 Filing Cues S&P to Put Ratings on Default
STANDARD PACIFIC: Raises Loan's Accordion Feature by $400 Million
STANFIELD/RMF: Moody’s Lifts Rating on $33.5 Million Notes to B3
SYMBOLLON PHARMACEUTICALS: Auditor Raises Going Concern Doubt
THERMO ELECTRON: Moody’s Reviews Low-B Ratings and May Upgrade

TRANS ENERGY: Sells Oil and Gas Properties for $1 Million
TRANS-ACTION EQUITY: Section 341(a) Meeting Slated for May 17
TRANSMONTAIGNE INC: SemGroup Prices $200MM Senior Notes Offering
TRINSIC INC: Files Employment Agreements with Five Officers
UAL CORP: Earns $23 Billion of Net Income in First Quarter

UNIFI INC: Launches Private Placement of $225 Mil. Sr. Sec. Notes
UNITED AGRI: S&P Puts Low-B Ratings on $850 Mil. Credit Facilities
USA COMMERCIAL: Section 341(a) Meeting Slated for May 17
VERILINK CORP: Hires Powell Goldstein as Bankruptcy Counsel
VERILINK CORP: Bankruptcy Administrator Appoints 7-Member Panel

W.S. LEE: U.S. Trustee Amends Appointment of Creditors Committee
W.S. LEE: Panel Taps PENTA as Accountants and Financial Advisors
WINN-DIXIE: Has Until June 29 to File Plan of Reorganization
WINN-DIXIE: Wants Jenner as Special Insurance Litigation Counsel

WINN-DIXIE: Gets Open-Ended Deadline on 12 Leases
WORLDCOM INC: Asks Court to Reject Larice Davis’ $5 Million Claim

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Moody’s Places Low-B Ratings on 2 Certs. Classes
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior certificate
issued by ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE2,
and ratings ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate and fixed-rate, subprime
mortgage loans acquired by DB Structured Products, Inc. and originated by
Argent Mortgage Company LLC, Chapel Mortgage Corp., CIT Group Inc., and
various other mortgage lenders, none of which originated more than 10% of
the mortgage loans.

The ratings are based primarily on the credit quality of the loans, and on
the protection from subordination, excess spread, overcollateralization
and an interest-rate swap agreement. Moody's expects collateral losses to
range from 5.35% to 5.85%.

Ocwen Loan Servicing, LLC will service the loans and Wells Fargo Bank
National Association will act as master servicer.

The Complete Rating Actions:

ACE Securities Corp Home Equity Loan Trust, Series 2006-HE2

Asset Backed Pass-Through Certificates

   * Class A-1, Assigned Aaa
   * Class A-2A, Assigned Aaa
   * Class A-2B, Assigned Aaa
   * Class A-2C, Assigned Aaa
   * Class A-2D, Assigned Aaa
   * Class M-1, Assigned Aa1
   * Class M-2, Assigned Aa2
   * Class M-3, Assigned Aa3
   * Class M-4, Assigned A1
   * Class M-5, Assigned A2
   * Class M-6, Assigned A3
   * Class M-7, Assigned Baa1
   * Class M-8, Assigned Baa2
   * Class M-9, Assigned Baa3
   * Class M-10, Assigned Ba1
   * Class M-11, Assigned Ba2


AH-DH APARTMENTS: Wants McGuire Craddock as Bankruptcy Counsel
--------------------------------------------------------------
AH-DH Apartments and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Texas for permission to McGuire, Craddock &
Strother, P.C., as their bankruptcy counsel.

McGuire Craddock will:

    a. provide legal advice to the Debtors with respect to their
       duties as debtors-in-possessions;

    b. appear in Court and protect the interests of the Debtors;

    c. prepare the Debtors' schedules;

    d. negotiate with the Debtors' creditors and parties-in-
       interest;

    e. formulate a plan of reorganization;

    f. draft and respond to pleadings; and

    g. perform other legal services as necessary and appropriate
       in the Debtors' cases.

The Debtors tell the Court that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $250 - $350
         Associates                    $175 - $235

The Debtors disclose that J. Mark Chevallier, Esq., a shareholder of
McGuire Craddock, will be the lead counsel for this engagement and bills
$320 per hour.

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

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

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


AIRADIGM COMMUNICATIONS: Case Summary & 20 Largest Creditors
------------------------------------------------------------
Debtor: Airadigm Communications, Inc.
        2301 Kelbe Drive
        Little Chute, Wisconsin 54140

Bankruptcy Case No.: 06-10930

Type of Business: The Debtor provides local wireless
                  phone services through its Einstein
                  PCS wireless networking technology.
                  See http://www.einsteinpcs.com

                  The Debtor filed for chapter 11 protection
                  on July 28, 1999 (Bankr. W.D. Wisconsin,
                  Case No. 99-33500).

Chapter 11 Petition Date: May 8, 2006

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Kathryn A. Pamenter, Esq.
                  Ronald Barliant, Esq.
                  55 East Monroe Street, Suite 3700
                  Chicago, Illinois 60603
                  Tel: (312) 201-4000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cingular Wireless                Trade                 $428,786
5565 Glenridge Connector
Suite 590
Atlanta, GA 30342

PC Mall                          Trade                  $45,363
2555 West 190th Street
Torrance, CA 90504

Global Crossing Bandwidth Inc.   Trade                  $30,739
180 South Clinton Avenue
Rochester, NY 14646

Transunion                       Trade                   $9,690

Iowa Wireless Services LLC       Trade                   $7,046

TDS Telecom                      Trade                   $3,212

Century Tel, Inc.                Trade                   $2,873

MGE                              Trade                   $1,193

AT&T                             Trade                     $926

Ameritech-Wis Cabs               Trade                     $735

Mosinee Telephone                Trade                     $706

Market Square LLC                Trade                     $615

Alliant Energy                   Trade                     $447

Adams Columbia Electric          Trade                     $415

Virehow Krause & Co.             Trade                     $385

United Parcel Service            Trade                     $369

Gannet Newspapers                Trade                     $350

Oakdale Electric Cooperative     Trade                     $252

Amherst Telephone Company        Trade                     $181

NE Colorado Cellular             Trade                     $156


AIRBASE SERVICES: Wants to Use Cash Collateral & Borrow $1-Mil.
---------------------------------------------------------------
Dennis Faulkner, the chapter 11 trustee appointed in the bankruptcy cases
of Airbase Services, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Northern District of Texas for permission to use
the cash collateral securing repayment of the Debtors' debt to Harris
N.A., formerly known as Harris Trust and Savings Bank, N.A.

Mark Xavier Mullin, Esq., at Haynes & Boone, LLP, in Dallas, Texas,
informs the Court that the Debtors need the cash collateral to meet
payroll and pay operating expenses.  The Chapter 11 Trustee analyzed the
Debtors' cash position and determined that the Debtors could not operate
postpetition merely by using the cash collateral.  The Debtors also need
to source postpetition funding.

The Debtors owed Harris $15,089,996.73 when they filed for bankruptcy
protection.  The Prepetition Loans are secured by substantially all of
Debtors' assets and all proceeds.

                          DIP Agreement

Harris offered to provide a series of loans to the Debtors, not to exceed
$1,000,0000 at any one time, to meet the Debtors' needs.  As security, the
Chapter 11 Trustee has agreed to grant the DIP Lender first priority liens
in substantially all of the Debtor’s assets, specifically excluding
Chapter 5 avoidance actions under the Bankruptcy Code.

The Postpetition Liens will be subject to a $900,000 carve-out for allowed
postpetition fees and expenses.  As adequate protection for any
postpetition diminution in value of the Prepetition Lender’s interests in
the Prepetition Collateral, the Prepetition Lender is granted a joint and
several postpetition claims to the extent of any diminution in value
against the Debtors' estate.

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  Mark Xavier
Mullin, Esq., at Haynes & Boone, LLP, represent the Debtor.  No
Official Committee of Unsecured Creditors has been appointed yet.
When the Debtors filed for bankruptcy, the Company reported assets
and debts amounting to $10 million to $50 million.


ANCHOR GLASS: Court Clarifies Terms of OCI Contract Assumption
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 28, 2006, OCI
Chemical Corporation asked the U.S. Bankruptcy Court for the Middle
District of Florida to amend the Contract Assumption Order related to
Anchor Glass Container Corporation’s compromise agreement with OCI.

OCI wants the Contract Assumption Order to state that "any rebate due to
the Debtor will be determined in accordance with the terms of the OCI
Contract."

Pursuant to OCI’s request, the Court clarifies that upon full and complete
performance of the OCI Contract, as modified and assumed, the Debtor will
be entitled to a rebate determined in accordance with the OCI Contract,
and will be payable at the end of the term of the Contract.

The Debtor’s compromise agreement with OCI provided that:

    (a) the Debtor will immediately make an initial cure payment
        of $1,309,242 to OCI;

    (b) the remaining cure payment of $1,309,242 will be paid in
        two equal amounts to OCI;

    (c) OCI will have an allowed unsecured claim for $266,398;

    (d) once the Debtor has paid all cure amounts, OCI will extend
        credit terms to the Debtor; and

    (e) the Debtor is entitled to a $840,000 rebate payable at
        the end of the term of the OCI Contract.

OCI contended that the OCI Contract Assumption Order conflicts with the
terms of the OCI Contract with the Debtor.

In the OCI Contract Assumption Order, the Debtor will be entitled to a
$840,000 rebate, upon full and complete performance of the
OCI Contract.  However, OCI says that the OCI Contract provides that any
rebate to the Debtor will be calculated at a rate of $1.13 per ton up to a
maximum of $840,000.  OCI clarified the parties did not intend to modify
the OCI Contract with
respect to any rebate provisions.

As reported in the Troubled Company Reporter on Dec. 16, 2006, OCI
asked the Bankruptcy Court to lift the automatic stay so it can
terminate a supply contract with the Debtor.

OCI supplies soda ash to the Debtor pursuant to the supply
contract.  The contract provides that if the Debtor is in default
on contract payments, OCI has the option to decline further
performance.  On Aug. 9, 2005, OCI informed the Debtor through a
letter that they are declining further performance of the contract
due to the Debtor's numerous and repeated payment defaults.

However, the Debtor asked the Debtor to assume the supply contract
with OCI. The Debtor and OCI have compromised and eventually made
changes to the contract to provide for better terms and payments.

Headquartered in Tampa, Florida, Anchor Glass Container Corporation is the
third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


APX HOLDINGS: Taps XRoads CMS as Bankruptcy Services Agent
----------------------------------------------------------
APX Holdings, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Central District of California for permission to employ XRoads
Case Management Services as their bankruptcy administrative services
agent.

XRoads Case will:

    a. assist the Debtors and their counsel in the preparation of
       the Debtors' Schedules of Assets and Liabilities and
       Statement of Financial Affairs;

    b. assist the Debtors and their counsel in the preparation of
       the 7-Day package required by the Office of the U.S.
       Trustee;

    c. assist the Debtors and their counsel in the preparation of
       monthly operating Reports;

    d. provide claims management services including:

       * designing, maintaining and administering the claims
         database; ensuring the accuracy and integrity of the
         claims process by tracking known and potential creditors
         with scanning and bar-coding technology that will allow
         claims to be promptly added to the claims database and to
         be accessible to authorized users via the internet;

       * administrative support necessary for the preparation of
         claims objections, including generating the necessary
         exhibits and reports;

       * providing designated users with access to the claims
         database to track claims activity, to view claims related
         documents in PDF format and create reports;

       * sending out acknowledgement cards to creditors confirming
         receipt of their proofs of claims; and

       * recording assignment of claims to third parties; and

    e. provide noticing and document management services
       including:

       * serving notices to parties-in-interest;

       * maintaining all proofs of claims and proofs of interest
         filed and received in the bankruptcy cases;

       * docketing claims;

       * maintaining and transmitting to the Clerk's office the
         official claims register;

       * maintaining current mailing lists of all entities that
         have filed claims and notices of appearance;

       * providing the public access for examination of claims at
         XRoads CMS' premises during regular business hours and
         without charge; and

       * recording all transfers received pursuant to Rule 3001(e)
         of the Federal Rules of Bankruptcy Procedure.

The Debtors tell the Court that the Firm's professionals bill:

      Professional                                 Hourly Rate
      ------------                                 -----------
      Director/Managing Director                   $225 - $325
      Consultant/Sr. Consultant                    $125 - $225
      Accounting and Document Management           $125 - $195
      Programming and Technical Support            $125 - $195
      Clerical                                      $40 - $65

John Vander Hooven, a managing director at XRoads Case, assures the Court
that the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


ASARCO LLC: Court Establishes Aug. 1 as General Claims Bar Date
---------------------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi establishes Aug. 1, 2006, as the last
day for all entities, including governmental units, to file proofs of
claim in ASARCO LLC and its debtor-affiliates' bankruptcy cases.  All
objections not withdrawn or resolved are overruled in all respects.

The Bar Date for filing proofs of claim for the Mission Mine
Leases will be considered and heard by the Court at a later date.

The Court directs asbestos claim holders and attorneys
representing asbestos claim holders to follow these deadlines to
obtain exemption from filing proofs of claim:

    Date                     Event
    ----                     -----
    June 30, 2006            submission for electronic database
    July 19, 2006            distribution of deficiency notices
    August 15, 2006          curing of deficiencies
    August 30, 2006          distribution of exemption list

Asbestos claim holders who are not exempted from filing proofs of
claim have until Sept. 30, 2006, to file their proofs of
claim.

Each proof of claim, other than Excluded, Miscellaneous and
Asbestos Claims, must be mailed to:

      ASARCO LLC
      c/o The Trumbull Group, L.L.C.
      P.O. Box 721
      Windsor, CT 06095-0721

or delivered by hand to:

      ASARCO LLC
      c/o The Trumbull Group, L.L.C.
      4 Griffin Rd. North, First Floor
      Windsor, CT 06095-1511.

The Court makes clear that proofs of claim will be deemed filed
only when received by The Trumbull Group.

The Court rules that if the Debtors amend or supplement their
Schedules of Assets and Liabilities, the Debtors will notify
affected claim holders, and give the Claim Holders 60 days from
the date of notice to file proofs of claim in accordance with the
amended or supplemented Schedules.

Judge Schmidt further rules that the Social Security numbers
provided by Asbestos Claimants will not be used for any other
purpose that is not related to ASARCO's bankruptcy proceedings or
the ASARCO Subsidiaries' bankruptcy proceedings.

Non-party experts retained by any party of ASARCO or its
subsidiaries' bankruptcy proceedings may, after signing an
undertaking to be bound by the terms of the Protective Order, be
provided with the Asbestos Claimants' Social Security numbers.

                       More Objections

1. Future Claims Representative

Robert C. Pate has been appointed as the Future Claims
Representative in the bankruptcy cases of ASARCO LLC's Asbestos
Subsidiary Debtors to represent persons or entities that may in
the future have asbestos claims against the Debtors.

The FCR is not a creditor, but is considered a party-in-interest,
Debra, L. Innocenti, Esq., at Oppenheimer, Blend, Harrison &
Tate, Inc., in San Antonio, Texas, tells the Court.

The FCR believes he is not required to file a proof of claim on
behalf of the Future Claimants pursuant to the proposed bar date.
The FCR wants to advise ASARCO that he does not intend to file a
proof of claim on behalf of Future Claimants.

Moreover, the FCR opposes the Bar Date Motion to the extent that
it is premised on the proposed estimation of Asbestos Claims and
future asbestos claims currently filed with the Court.

The FCR wants to ensure that any approval of the proposed Bar
Date will not have any preclusive effect to its opposition to the
Estimation Motion.

2. Arizona

The State of Arizona has a history of environmental discharges at
currently operating or previously operated smelters.

Robert V. Ward, Esq., Assistant General Attorney, in Phoenix,
Arizona asserts that the proposed notice periods before the Bar
Dates are too short.

Accordingly, the Arizona asks the Court to extend the notice
period to general creditors to at least 90 days before the
proposed Bar Date and 180 days for governmental units.

3. Wachovia Financial & BNY Capital

Wachovia Financial Services, Inc., formerly known as First Union
Commercial Corporation, and BNY Capital Resources Corporation ask
the Court to deny ASARCO's request to the extent it:

   (a) seeks to invalidate proofs of claim filed with the Clerk
       of the Bankruptcy Court or require proofs of claim be
       received by a third party to be counted as valid and
       enforceable;

   (b) requires all proofs of claim to substantially conform to
       the Official Form No. 10; and

   (c) fails to require a re-noticing of the rejection claims bar
       date to a rejected lease and contract holders at the
       time of rejection.

ASARCO leases certain heavy equipment from Wachovia Financial and
BNY Capital.

Michael M. Parker, Esq., at Fulbright & Jaworski LLP, in San
Antonio, Texas, argues that the Bankruptcy Code contemplates
allowing creditors to file claims with the Clerk of the
Bankruptcy Court and count claims as filed when they are filed,
electronically or otherwise -- and not when they are received by
a third party being paid by the bankruptcy estate.

Mr. Parker further argues that bankruptcy case law does not limit
filing of claims to substantially conform to the Official Form
10.  Many filings have been held to constitute a filed proof of
claim, so long as they properly put the right debtor on notice of
the character and the nature of that claim.

ASARCO's request seeks to set a rejection claims bar date,
triggered by a rejection order, for contracts and leases, which
have not yet been rejected.  Mr. Parker contends that Rejection
Claims Bar Dates that are not appropriately noticed at the time
of rejection are unfair to those with rejected leases and
contracts, because that procedure will require claim holders to
continually monitor the Debtors' entire bankruptcy case for a
possible mention, or subsequent modification, of a rejection
claims bar date.  That procedure fails to provide rejection
claimant the process they are due.

                FFIC Objects to Protective Motion

Fireman's Fund Insurance Company does not object to restricting
the disclosure of Asbestos Claimants' Social Security numbers,
but objects to the restrictive scope of the protective order that
ASARCO LLC seeks.

As previously reported, ASARCO sought to restricts the
dissemination, access and use of the Social Security numbers for
purposes of its bankruptcy proceeding.

ASARCO is a plaintiff to other lawsuits that relate to the
bankruptcy proceedings.  One of the issues involved in ASARCO's
Other Actions is whether, and to what extent, insurance coverage
exists for bodily injury damage claims made against ASARCO by the
various Asbestos Claimants.

In those actions, the parties identify each Asbestos Claimant by
their Social Security number.  Identifying each Asbestos Claimant
by their own unique Social Security number has helped other
courts identify duplicate payments and prevent fraud.  "The
restrictions in the Protective Order that ASARCO seeks, however,
would prevent that," Anthony S. Cox, Esq., at Hermes Sargent
Bates, in Dallas, Texas, says.

Restricting the use of Asbestos Claimants' Social Security
numbers only to the jointly administered bankruptcy proceedings
would cause the parties to ASARCO's Other Actions to devise an
entirely separate and distinct method to identify each Asbestos
Claimant, Mr. Cox notes.

Mr. Cox contends that having to develop a scheme that identifies
Asbestos Claimants by information other than their Social
Security numbers would:

   -- unnecessarily burden the parties;

   -- waste the parties' time and resources; and

   -- not serve to further the privacy protection that ASARCO
      seeks in its Protective Order.

         ASARCO Responds to U.S. Government's Objection

Requiring holders of the Mission Mine Lease Claims to comply with
the General Bar Date is reasonable and will help the development
of a plan of reorganization, Judith W. Ross, Esq., at Baker Botts
LLP, in Dallas, Texas, asserts.

The unique circumstances surrounding the Mission Mine Leases
justify the Court exercising its discretion to require the United
States Department of Interior to file claims related to the
Mission Mine Leases now, as opposed to later, Ms. Ross contends.

ASARCO's inability thus far, despite certain efforts, to reach an
agreement with the Bureau of Land Management concerning which
reclamation regulations apply for the Mission Mine militates in
favor of seeking judicial clarification, Ms. Ross notes.  For
this reason, ASARCO asks the Court to make the Mission Mine Lease
Claims subject to the General Bar Date.

While ASARCO still remains open to the possibility of a
negotiated resolution with the BLM, the time has come to seek a
binding determination of applicable regulations, so that ASARCO
can make a legally rational decision whether to assume or reject
the Mission Mine Leases, Ms. Ross emphasizes.

Ms. Ross further asserts that the Bankruptcy Rules and Code do
not require that a rejection claim be filed only after rejection.
Moreover, Ms. Ross assures the Court that Interior will have full
notice of the requirement to file a proof of claim before the
leases are rejected.  Like any other creditors with a potential
contingent claim, Interior will have ample opportunity to prepare
and file a proof of claim with respect to the Mission Mine
Leases.

Accordingly, ASARCO maintains that the General Bar Date should
apply to any rejection claims related to the Mission Mine Leases.

                    U.S. Government Talks Back

The United States of America, on behalf of the Department of
Interior, maintains that the Court should deny the Bar Date to
the extent it excludes the Mission Mine Leases Claims from the
Rejection Claims.

John Stemplewicz, Esq., in Washington, D.C., asserts that no
"unique circumstances" exists in relation to the Mission Mine
Leases.  ASARCO already knew, when it executed the mining leases
in 1959, that it had reclamation obligations and that the
Interior might subject it to further obligations.

In the 47 years since ASARCO accepted its reclamation
obligations, it has not demonstrated an interest in quantifying
it on an expedited basis, Mr. Stemplewicz tells the Court.

A forum exists to resolve the disputes on ASARCO's reclamation
obligation, Mr. Stemplewicz notes.  The existing administrative
process can, and should, resolve the disputes, which the Court
may have neither the time nor the technical expertise to
adjudicate.  The administrative process has not failed to define
ASARCO's obligation though it may not have provided the
definitions ASARCO prefer to receive, Mr. Stemplewicz adds.

Thus, there is no need for ASARCO to create an alternative forum
imposing on Mission Mine lessors the extra-statutory burden to
prove a theoretical "claim" thereby relieving ASARCO of its
regulatory burden to submit a mining plan that complies with
applicable law.

Furthermore, Mr. Stemplewicz points out, adjudicating a "claim"
relating to the unexpired Tract II and III leases may prove
futile if ASARCO assumes the leases.  The preclusive effect of
adjudicating a "claim" is doubtful where pursuant to Section 365
of the Bankruptcy Code, a lease that has been assumed does not
give rise to a claim.

Operations could continue for many years under the Tract II and
III leases.  However, it cannot presently be determined how
further activities by ASARCO, site condition changes, laws
enacted by Congress, and regulations issued by Interior could
affect ASARCO's reclamation obligations, Mr. Stemplewicz relates.

In any event, it appears likely that claims will be filed
relating to the cancelled Tract I lease, Mr. Stemplewicz says.
ASARCO filed an appeal on the cancellation of the Tract I Lease
to preserve its remedies concerning the reclamation-related
issues.

If the Tract I claims were to raise essentially the same issues
of concern to ASARCO that the unexpired Tract II and III leases
would raise, Mr. Stemplewicz says it is not necessary to file
"claims" that might arise out of Tracts II and III.  ASARCO has
also not indicated at this time what specific issues must be
resolved.  Nevertheless, Mr. Stemplewicz advises that it is best
to defer any decision about Tracts II and III until a Tract I
claim is filed and further analysis can be performed.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Has Until Oct. 3 to Remove Civil Actions
----------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi extends ASARCO LLC and its
debtor-affiliates' deadline to remove civil action to Oct. 3, 2006.

Judge Schmidt rules that if no objections are filed by May 23,
2006, the Court's order will become final automatically without
further Court action.

The Debtors are parties in numerous lawsuits in various state and
federal courts.  The issues involved in many of these lawsuits
are complex and many require individual analysis, Jack L. Kinzie,
Esq., at Baker Botts LLP, in Dallas, Texas, says.

Thus, the Debtors need more time to review the lawsuits to
determine whether removal of the cases is in the best interest of
the bankruptcy estate, Mr. Kinzie asserts.  An extension of the
deadline would aid the efficient and economical administration of
the Debtors' estates.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Asbestos Estimation Sparks Dispute
----------------------------------------------
Robert C. Pate, the future claims representative of ASARCO LLC's
Asbestos Subsidiary Debtors, tells the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi that he relied on
the stipulation, which realigns the parties of the adversary
proceeding filed by ASARCO LLC against its Asbestos Subsidiary
Debtors as the proper avenue to resolve issues on the asbestos
claims.

The FCR says he has supported ASARCO in its efforts to
successfully reorganize, including resolution of labor disputes
and appointment of independent directors, rather than
aggressively pursue his requests for discovery.

The FCR sees ASARCO's filing of the Estimation Motion as
repudiation of his reliance on the Stipulation.

Debra L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate,
Inc., argues that the Estimation Motion detriments future
claimants and is against basic contract principles.

Ms. Innocenti points out ASARCO has already selected an adversary
proceeding as the avenue to resolve the issues and yet, in its
Estimation Motion, ASARCO alleges that an abbreviated hearing is
the more proper path to adjudicate issues in connection with the
Alter Ego Theories.

If the Court rules that a binding contact does not exist between
ASARCO, the Committees and the FCR, Ms. Innocenti argues that
ASARCO may not seek to estimate its alter ego liability in the
abbreviated, summary manner it proposed and may not estimate for
the purposes of distribution because ASARCO has not, and cannot,
satisfy showing of "undue delay" as required by Section 502(c)(1)
of the Bankruptcy Code.

Ms. Innocenti adds that ASARCO cannot seek to violate the due
process rights of future claimants by preventing them access to
any meaningful discovery to amply present their case.

The FCR acknowledges the need to estimate asbestos claims for
feasibility of a plan of reorganization in an administratively-
consolidated bankruptcy case.  Thus, the FCR does not object in
principal to the "Phase 2" estimation process.

However, the FCR opposes to the proposed "Phase 1" estimation of
asbestos liabilities.  Specifically, the FCR objects to:

   -- any purpose of estimation other than feasibility; and

   -- the abbreviated discovery and presentation prescribed by
      ASARCO for both Phases, particularly for the Phase I
      estimation of the Alter Ego Theories.

Ms. Innocenti asserts that the Phase 1 estimation process
prevents the FCR from properly presenting his case and fulfilling
his obligation to zealously represent the future asbestos
claimants on the Alter Ego Theories.

Accordingly, the FCR asks the Court to deny the request to
estimate asbestos claims.

                 Asbestos Committee Also Objects

The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors asks the Court to deny ASARCO's Estimation
Motion.

The Asbestos Committee notes ASARCO has already chosen an
adversary proceeding as the proper vehicle to determine ASARCO's
asbestos claims liabilities.  Hence, ASARCO cannot be allowed to
reverse its decision.

Specifically, the Asbestos Committee objects to the proposed
Phase 1 of the Estimation Motion.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
Esq., in Dallas, Texas, points out that the proposed Phase 1
procedures are patently inconsistent with the Stipulation, where
ASARCO agreed that the Subsidiary Committee and the FCR have the
right to prosecute all Alter Ego Claims against ASARCO in the
Adversary Proceeding.

The proposed Phase I procedures imposes a truncated, fast track
schedule that gives the Asbestos Committee little time for
written discovery, Mr. Newton notes.  The proposed Phase I
procedures also restricts the Asbestos Committee and the FCR to
three witnesses, and limits the Asbestos Committee's depositions
of ASARCO's witnesses to three short hours.

"The proposed Phase I procedures are even more outrageous given
the fact that ASARCO has stubbornly refused to produce relevant,
non-objectionable documents to the Asbestos Committee for more
than 18 months," Mr. Newton contends.

The Adversary Proceeding will resolve a pivotal issue -- whether
the vast number of individuals sickened by ASARCO and its
asbestos empire are entitled to obtain recompense directly from
ASARCO.  The Asbestos Committee and the FCR have expended much
time and effort on the Amended Complaint.  The Asbestos Committee
has also been preparing substantial discovery requests necessary
for the eventual trial of the Adversary Proceeding.

While the Asbestos Committee recognizes ASARCO's desire to
reorganize while copper prices remain at historic prices, that
goal cannot come at the expense of the procedural due process
rights of the Asbestos Committee's and the FCR's constituencies,
Mr. Newton maintains.  "The Asbestos Claimants' rights to proceed
directly against ASARCO are far too important to be decided in
the summary and cavalier fashion proposed by Asarco."

Thus, the Asbestos Committee asks the Court to enforce the
Stipulation and proceed with the "unified and orderly resolution"
of the Alter Ego Theories through the Adversary Proceeding, while
simultaneously estimate the total dollar amount of potential
asbestos liabilities as provided in ASARCO's proposed Phase 2,
with appropriate adjustments in various dates and deadlines.

             Ad Hoc Committee & Creditors Committee
                   Supports ASARCO's Request

1. Ad Hoc Committee

The Ad Hoc Committee of ASARCO Noteholders supports the
Estimation Motion as a legally appropriate, necessary and
pragmatic step in formulating a plan of reorganization that will
resolve ASARCO's contingent, disputed asbestos liabilities, and
satisfy the claims of noteholders and other valid prepetition
unsecured claims in full.

Robin E. Keller, Esq., at Stroock & Stroock & Lavan LLP, in New
York, notes that the Asbestos Subsidiary Committee and the FCR
make much of the fact that there is a Court-approved stipulation
authorizing the Asbestos Subsidiary Committee to pursue an
adversary proceeding against ASARCO to determine its derivative
liability for asbestos claims, and that the existence of that
Stipulation bars the estimation of that liability.

Mr. Keller points out that the Stipulation was entered into and
brought to the Court by the parties after the Estimation Motion
was filed, and the Asbestos Subsidiary Committee was well aware
of ASARCO's intent to resolve the derivative liability issues in
the manner described in that Stipulation.

Nothing in the Stipulation bars the Court from managing the
litigation before it and entering a case management order that
expedites consideration of the derivative liability issues, Mr.
Keller avers.  As a practical matter, the estimation process of
asbestos claims cannot take place in earnest until after
September 30, 2006, the Asbestos Claims Bar Date, leaving the
parties time to concentrate on the derivative issues in the
intervening period.  Thus, the parties should have sufficient
time to prepare for a hearing on the derivative liability issues
in August 2006, as proposed by the Debtors.

The Ad Hoc Committee recognizes that the time periods proposed in
the Estimation Motion are short, and the discovery procedures
curtailed.  However, there is no real prejudice to asbestos
claimants, as the estimation process does not prejudice the
determination of their ultimate claim amount, Mr. Keller
maintains.

ASARCO cannot afford to engage in lengthy proceedings to resolve
its asbestos liabilities.  ASARCO's employees, customers and
legitimate, liquidated creditors should not pay the price in
extra costs, delay, and risk of failure of the reorganization
because of the asbestos claimants' attempts to veto any treatment
of their claims not to their liking, Mr. Keller says.

Accordingly, the Ad Hoc Committee asks the Court to approve the
proposed case management governing the estimation of asbestos
claims.

The Ad Hoc Committee also seeks the Court's permission to
participate, through briefing, argument, and if necessary, the
presentation of expert testimony, in the estimation process.

2. Creditors Committee

The Official Committee of Unsecured Creditors of ASARCO LLC
supports the proposed estimation procedures.

Utilizing the estimation protocol will provide ASARCO with the
determinations necessary to expeditiously formulate and file a
plan of reorganization, James C. McCarroll, Esq., at Reed Smith
LLP, in Pittsburgh, Pennsylvania, contends.  ASARCO must also
take advantage of the currently high copper pricing.

The Committee acknowledges that certain adversary proceedings
pertaining to issues of ASARCO's Derivative Asbestos Claims are
presently pending.  However, the fact remains that litigation may
take years to complete.

Awaiting resolution of the pending adversary litigation clearly
constitutes an "undue delay," which will serve to significantly
slow ASARCO's reorganization attempts to the detriment of
ASARCO's estate and its creditors, Mr. McCarroll argues.

Mr. McCarroll notes that ASARCO commenced the adversary
litigation against the Asbestos Debtors before the Petition Date,
at a time when an adversary proceeding was the only means
available to ASARCO to address the Derivative Asbestos Claims.

The Estimation Motion does not forestall discovery in any
respect, Mr. McCarroll maintains.  Rather, the Estimation Motion
seeks only to streamline the process for:

   -- disclosing witnesses;

   -- taking deposition testimony;

   -- briefing the legal issues on the potential liability for
      the Derivative Asbestos Claims; and

   -- holding an ultimate evidentiary hearing before the Court.

While the FCR and the Asbestos Committee may disagree with the
proposed timetable, Mr. McCarroll says the mechanism proposed is
no different than what the Court could impose in the adversary
proceeding.

Therefore, the Committee asks the Court to approve the proposed
Asbestos Claims Estimation Protocol.

                   ASARCO Responds to Objections

Because it is difficult to predict with any certainty at this
point in time exactly what course the estimation proceedings may
take, ASARCO objects to any ruling that limits the Court's
flexibility in making findings and rulings on the Estimation
Motion.

Instead, ASARCO asks the Court to permit Fireman's Fund Insurance
Company to participate fully in the estimation proceedings.

By allowing FFIC to participate in the estimation proceedings,
any difficult issues regarding the preclusive effect of findings
and rulings made on the Estimation Motion will be avoided, and
the Court's unfettered ability to make findings and rulings in
the estimation proceedings will be preserved, Jack L. Kinzie,
Esq., at Baker Botts LLP, in Dallas, Texas, says.

On the other hand, Mr. Kinzie contends the Asbestos Committee and
the FCR do not seriously dispute the key grounds mandating
estimation of the Alter Ego Claims -- that traditional litigation
will delay ASARCO's effective reorganization and quantifying
ASARCO's Alter Ego liabilities is necessary to formulate a plan
that can be implemented while copper prices are high.

Instead, the Asbestos Committee and the FCR accused ASARCO of
reversing course and violating a stipulation regarding the
realignment of the parties; stonewalling on "informal" discovery
requests; and nefariously attempting to deny the subsidiaries'
asbestos claimants due process.  "Each accusation is wide of the
mark and none has any bearing on the Estimation Motion," Mr.
Kinzie contends.

Contrary to the Asbestos Committee and the FCR's contention,
ASARCO stands by the Stipulation, Mr. Kinzie tells the Court.  By
the Estimation Motion, ASARCO is suggesting to the Court that the
proper way to prosecute the adversary proceeding is through
estimation.

ASARCO admits that the Asbestos Committee and the FCR made
document requests in October 2004.  However, those requests were
geared towards potential litigation against Grupo Mexico, S.A. de
C.V., at a time when claims had not devolved to ASARCO's
bankruptcy estate, Mr. Kinzie points out.

Asbestos claimants neither have standing in this proceeding nor
are they being denied due process, Mr. Kinzie argues.  The claims
at issue belong to ASARCO's Asbestos Subsidiaries.  The claims
that are being estimated are intercompany claims, not personal
injury claims.  The proposed estimation procedures afford more
than sufficient due process protection, Mr. Kinzie reiterates.

ASARCO believes that the proposed deadlines provide the parties
ample opportunity to take discovery and present their arguments,
while still allowing them to progress towards confirmation of a
plan without undue delay.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Agrees to Allow Debis Financial’s Claim for $2 Mil.
----------------------------------------------------------------
debis Financial Services, Inc., participated in a 1996/1997 leveraged
lease transaction as the owner participant for the aircraft bearing U.S.
Registration No. N522AT.

As owner participant, debis entered into a tax indemnity agreement for the
Aircraft with American Trans Air, Inc., predecessor to ATA Airlines, Inc.

Wilmington Trust Company, as indenture trustee, was a party with certain
of the Reorganized Debtors under certain 96/97 EETC aircraft lease
agreements, including the lease for the Aircraft.

After the Petition Date, the Debtors rejected all of the leases under the
96/97 EETC Transaction, including the Lease.  The
Debtors and Wilmington Trust entered into new leveraged leases, including
a new leveraged lease for the Aircraft.

debis timely filed Claim No. 956 in an unliquidated amount, asserting,
among other things, a tax indemnity claim with respect to the Aircraft.

The Debtors objected to Claim No. 956.

Following arm's-length negotiations, the Reorganized Debtors and
debis stipulate and agree that:

    (a) Claim No. 956 will be allowed for $2,000,000 as debis'
        only claim under the TIA for N522AT;

    (b) debis will, with respect to Claim No. 956, elect treatment
        as a Class 7 Allowed Claim under the Debtors' Chapter 11
        Plan;

    (c) Claim No. 956 will be disallowed to the extent that it
        seeks any recovery from the Debtors with respect to the
        Lease;

    (d) The Reorganized Debtors will make a $10,000 cash
        distribution pursuant to the Plan on the Allowed Claim to
        debis; and

    (e) The Reorganized Debtors will withdraw their objection with
        respect to debis' Claim No. 956.

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)


B/E AEROSPACE: To Host Annual Stockholders’ Meeting on June 28
--------------------------------------------------------------
B/E Aerospace, Inc., will hold its Annual Meeting of Stockholders at 10:30
a.m., on June 28, 2006, at the Conference Center, 36th Floor, Ropes & Gray
LLP, One International Place in Boston, Massachusetts.

During the meeting, the Company’s stockholders will be asked to:

      a) elect two Class III directors;

      b) consider and act on a proposal to amend the 2005 Long-
         Term Incentive Plan;

      c) consider and act upon a proposal to amend the Company’s
         Certificate of Incorporation to increase the aggregate
         number of shares of common stock authorized for issuance
         by the Company from 100,000,000 to 200,000,000; and

      d) consider and act upon a stockholder proposal.

Only stockholders of record at the close of business on
May 2, 2006, are entitled to notice of and to vote at the meeting.

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

               http://researcharchives.com/t/s?8d1

                       About B/E Aerospace

B/E Aerospace, Inc. -- http://www.beaerospace.com/-- is the
world's leading manufacturer of aircraft cabin interior products,
and a leading aftermarket distributor of aerospace fasteners.  B/E
designs, develops and manufactures a broad range of products for
both commercial aircraft and business jets. B/E manufactured
products include aircraft cabin seating, lighting, oxygen, and
food and beverage preparation and storage equipment.  The company
also provides cabin interior design, reconfiguration and
passenger-to-freighter conversion services.  Products for the
existing aircraft fleet -- the aftermarket -- generate about 60%
of sales.  B/E sells and supports its products through its own
global direct sales and product support organization.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service raised the ratings of B/E Aerospace,
Inc., Corporate Family Rating to B1 from B3.  Moody's says the
ratings outlook is stable.


BANKATLANTIC BANCORP: Inks deferred prosecution Pact with DOJ
-------------------------------------------------------------
BankAtlantic Bancorp, Inc., entered into a deferred prosecution agreement
with the Department of Justice relating to deficiencies in BankAtlantic’s
Bank Secrecy Act and anti-money laundering compliance programs.  The Bank
also entered into a cease and desist order with the Office of Thrift
Supervision.  It also anticipates entering a consent with FinCEN relating
to these compliance deficiencies.

Under the agreement with the Department of Justice, BankAtlantic agreed to
make a payment of $10 million to the United States.  The Office of Thrift
Supervision has independently assessed a civil money penalty of $10
million.  Under the OTS order, the OTS assessment will be satisfied by the
payment terms made under the agreement with the Department of Justice.  It
is anticipated that any penalty assessed under the FinCEN consent will
also be satisfied by the payment terms made under the agreement with the
Department of Justice.  As previously disclosed, BankAtlantic Bancorp
established a $10 million reserve during the fourth quarter of 2005 with
respect to these matters and the anticipated terms of resolution, and
accordingly, the payment will have no impact on 2006 financial results.

Chairman and Chief Executive Officer Alan B. Levan commented, “As we have
disclosed for some time, we identified deficiencies in our Bank Secrecy
Act and anti-money laundering compliance in 2004. Since that time we have
worked tirelessly to ensure we are in full compliance with the Bank
Secrecy Act and other anti-money laundering laws and regulations, and have
made significant investments in personnel and compliance systems.  We are
happy to put these issues behind us.”

BankAtlantic is committed to full compliance with the provisions of these
agreements.  Provided that BankAtlantic complies with its obligations
under the deferred prosecution agreement for a period of 12 months, the
Department of Justice has agreed to take no further action in connection
with this matter.  BankAtlantic has been advised that the cease and desist
order issued by the Office of Thrift Supervision and the anticipated
FinCEN consent will have no effect on BankAtlantic’s ongoing operations
and growth, provided that BankAtlantic remains in full compliance with the
terms of the orders.

A full-text copy of the deferred prosecution agreement is available for
free at http://researcharchives.com/t/s?8d2

A full-text copy of the Office of Thrift Supervision’s cease and desist
order is available for free at:

               http://researcharchives.com/t/s?8d3

Through its subsidiaries, BankAtlantic Bancorp (NYSE:BBX) --
http://www.bankatlanticbancorp.com/-- provides a full line of products
and services encompassing consumer and commercial banking, and brokerage
and investment banking.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004, Fitch
affirmed the ratings of BankAtlantic Bancorp, Inc., (BBX;
long-term senior 'BB+', short-term senior 'B') and its bank
subsidiary, BankAtlantic FSB.  The Rating Outlook is Stable.


BEAR STEARNS: Moody’s Places Rating on Class B-4 Certs. at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Asset Backed Securities I Trust,
Asset-Backed Certificates, Series 2006-AC3 and ratings ranging from Aa2 to
Ba2 to the subordinate certificates in the deal.

The securitization is backed by American Home Mortgage Corp. for Group II,
and various other originators none of which originated more than 10% of
the mortgage loans for Group I, originated fixed-rate Alt-A mortgage loans
acquired by EMC Mortgage Corporation and Bear Stearns & Co. Inc.  The
ratings are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, and excess spread.
Moody's expects collateral losses to range from 1.10% to 1.30%.
Wells Fargo Bank, National Association will act as Master Servicer.

The complete rating actions:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-AC3

Securities: Asset-Backed Certificates, Series 2006-AC3

   * Cl. I-A-1, Assigned Aaa
   * Cl. I-A-2, Assigned Aaa
   * Cl. II-A-1, Assigned Aaa
   * Cl. II-A-2, Assigned Aaa
   * Cl. M-1, Assigned Aa2
   * Cl. M-2, Assigned A2
   * Cl. M-3, Assigned A3
   * Cl. B-1, Assigned Baa1
   * Cl. B-2, Assigned Baa2
   * Cl. B-3, Assigned Baa3
   * Cl. B-4, Assigned Ba2


BELDEN & BLAKE: Earns $17 Million During Year Ended Dec. 31, 2005
-----------------------------------------------------------------
Belden & Blake Corporation earned $17,563,000 of net income for the year
ended Dec. 31, 2005.  Net operating revenues increased from $112.1 million
in 2004 to $154.3 million in 2005.  The increase was due to higher gas
sales revenues of $36.2 million, higher oil sales revenues of $3.1 million
and higher gas gathering and marketing revenues of $3 million.

Gas volumes sold decreased 707 million cubic feet (Mmcf) from 15.3 billion
cubic feet of natural gas equivalent (Bcf) in 2004 to 14.6 Bcf in 2005
resulting in a decrease in gas sales revenues of approximately $4.1
million.  Oil volumes sold decreased approximately 23,000 Barrels (Bbls)
from 381,000 Bbls in 2004 to 358,000 Bbls in 2005 resulting in a decrease
in oil sales revenues of approximately $800,000.  The lower gas sales and
oil sales volumes are due to normal production declines partially offset
by production from new wells drilled in 2005.

The operating margin from oil and gas sales on a per unit basis increased
from $4.31 per million cubic feet of natural gas equivalent (Mcfe) in 2004
to $6.82 per Mcfe in 2005.  The average price increased $2.64 per Mcfe
which was partially offset by an increase in production expense of $0.07
per Mcfe and an increase in production taxes of $0.06 per Mcfe in 2005
compared to 2004.

The increase in gas gathering and marketing revenues was due to a $2.1
million increase in gas marketing revenues and a $916,000 increase in gas
gathering revenues.  The higher marketing revenues were primarily the
result of higher gas prices.  The increase in gas gathering revenues was
primarily due to higher margins on a gathering system in Pennsylvania

At Dec. 31, 2005, Belden & Blake’s balance sheet showed $810,118,000, in
total liabilities and $720,719,000 in total assets.  At Feb. 28, 2006, the
Company had approximately $23.4 million available under its revolving
facility.

During 2005, the Company’s working capital decreased $34.1 million from a
deficit of $4.9 million at Dec. 31, 2004 to a deficit of $39 million at
Dec. 31, 2005.  The decrease was primarily due to an increase in the
current liability for fair value of derivatives of $40.3 million, an
increase in accrued expenses of $5.1 million and a decrease in cash of
$10.2 million.  This was offset by an increase in the deferred income tax
asset of $14.6 million and an increase in accounts receivable of $6.6
million.

A full-text copy of Belden & Blake’s 2005 annual report filed with the
Securities and Exchange Commission is available for free at:

                http://researcharchives.com/t/s?8ca

Belden & Blake Corporation – http://www.beldenblake.com/--develops,
produces, operates and acquires oil and natural gas properties in the
Appalachian and Michigan Basins (a region which includes Ohio,
Pennsylvania, New York and Michigan).  The company is a subsidiary of
Capital C, an affiliate of EnerVest Management Partners, Ltd.

                            *   *   *

As reported in the Troubled Company Reporter on April 25, 2006, Standard &
Poor's Ratings Services lowered its corporate credit rating on oil and gas
exploration and production company
Belden & Blake Corp. to 'B-' from 'B' and removed the rating from
CreditWatch with negative implications.  At the same time, Standard &
Poor's affirmed its 'CCC+' rating on Belden's
$192.5 million notes, removed the rating from CreditWatch with negative
implications, and raised its recovery rating on the notes to '3' from '4'.
The outlook is stable.


BUILDING MATERIALS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Building Materials, Inc.
        23478 North U.S. Highway 31
        Cicero, Indiana 46034
        Tel: (317) 758-1336

Bankruptcy Case No.: 06-02236

Type of Business: The Debtor supplies home building materials.

Chapter 11 Petition Date: May 8, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: KC Cohen, Esq.
                  KC Cohen, P.C.
                  151 North Delaware Street, Suite 1104
                  Indianapolis, Indiana 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406

Total Assets: $2,109,694

Total Debts:  $2,973,126

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Exclusive Woods                  Trade Debt             $75,592
1950 Northwest 70th Avenue
Miami, FL 33126

JMMcCormick                      Trade Debt             $73,399
8214 Allison Avenue
Indianapolis, IN 46268

Haas Cabinet Co., Inc.           Trade Debt             $71,187
625 West Utica Street
Sellersburg, IN 47172

Bishop Distributing              Trade Debt             $61,519

Kronotex/Patriot Prod.           Trade Debt             $54,521

VideoIndiana, Inc.               Trade Debt             $50,218

Lumberman's, Inc.                Trade Debt             $43,950

Lone Star Lodge                  Trade Debt             $39,381

Silver Line Building Products    Trade Debt             $38,630

Stone Design of Indiana LLC      Trade Debt             $37,826

Oasis Industries, Inc.           Trade Debt             $37,295

Courey International             Trade Debt             $36,689

Hartson-Kennedy                  Trade Debt             $36,570

Insight Media Advertising        Trade Debt             $30,987

Washington Square Indiana LLC    Trade Debt             $28,808

T. Morgan Door Sales             Trade Debt             $26,792

Sincol                           Trade Debt             $20,144

Empire Surplus Home Center       Trade Debt             $19,395

Fouts & Co.                      Trade Debt             $19,055

Farley Windows USA               Trade Debt             $17,060


CALLIDUS DEBT: Moody’s Puts Rating on $16MM Class D Certs. at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to the U.S.$50,000,000
Class A-1A Revolving Senior Secured Floating Rate Notes Due 2020 and the
$327,000,000 Class A-1B Senior Secured Floating Rate Notes Due 2020, Aa2
to the $25,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2020,
A2 to the $26,500,000 Class B Senior Secured Deferrable Floating Rate
Notes Due 2020, Baa2 to the $25,000,000 Class C Senior Secured Deferrable
Floating Rate Notes Due 2020, and Ba2 to the $16,000,000 Class D Senior
Secured Deferrable Floating Rate Notes Due 2020, issued by Callidus Debt
Partners CLO Fund IV, Ltd.

The collateral of the Issuer consists primarily of broadly syndicated
speculative-grade secured loans.

According to Moody's, the ratings reflect the ultimate return to an
investor of principal and interest, and are based primarily on the
expected loss posed to investors relative to the promise of receiving the
present value of such payments.  Moody's also analyzed the risk of
diminishment of cashflows from the underlying portfolio of debt due to
defaults, the characteristics of these assets and the safety of the
transaction's.


CANWEST GLOBAL: Reports Fiscal 2006 Second Quarter Results
----------------------------------------------------------
CanWest Global Communications Corp. reported its financial results for the
second quarter and six months ended February 28, 2006. The Company
reported a consolidated net loss of $19 million for the quarter compared
to consolidated net earnings of $28 million for the second quarter of
fiscal 2005.

The Company's consolidated revenues for the quarter decreased by 5% to
$646 million compared to consolidated revenues of $680 million for the
same period in the prior year.  Consolidated EBITDA for the second quarter
was $81 million compared to consolidated EBITDA of $147 million for the
same period in the prior year.  During the quarter, the Company determined
that TV3
Ireland was not a core asset and commenced the process to dispose of its
45% interest in TV3 Ireland.  Accordingly, results of TV3 Ireland for the
current and comparable periods in the prior year are excluded from
consolidated revenue and consolidated EBITDA and reported as results from
discontinued operations, together with the results of Fireworks
Entertainment, the sale of which was completed in September, 2005.

Commenting on the results, Leonard Asper, CanWest's President and Chief
Executive Officer, said, "Operating results for the second quarter were
disappointing reflecting difficult conventional television advertising
markets, the negative impact of the strengthening Canadian dollar in
respect of our international operations and comparisons with the
exceptionally strong results reported by Network TEN last year.  Compared
to last year, results in Australia and New Zealand were translated at
exchange rates 9% below prior year's levels, thus accounting for 3% of the
5% revenue decline in the quarter.  In Publications, we are beginning to
see the impact of several cost containment initiatives implemented in the
quarter, which, after adjusting for severance charges and start-up losses
for Dose and Metro, led to year over year growth in EBITDA.  Earnings of
our conventional TV businesses were negatively impacted in the quarter by
the Olympic Winter Games, which distorted normal ratings and advertising
revenues in all television markets over a two-week period in February.  In
Canada, this forced a two-week delay in the launch of Global's key
programs, including The Apprentice and Prison Break.  We are optimistic
that the steps taken to strengthen Global's schedule will lead to improved
results in future quarters.  We are pleased to report that the Company's
strengthened capital structure resulted in financing costs declining 26%
or $35 million for the six months ended Feb. 28, 2006."

Revenues at the Company's newspaper and interactive operations continued
to demonstrate strong performances with increases of 4% in the quarter.
Second quarter results for Canadian broadcasting operations reflect
similar conditions as in the first quarter in which EBITDA was impacted by
investments made to strengthen Global's programming schedule and the
impact of weaker ratings in fiscal 2005 on revenue. Ratings successes in
the fall season for key programs such as House, ET Canada and Prison Break
are expected to contribute to stronger revenues in the last half of the
fiscal year.  The National Post continues to make improvements as
operating losses declined by over 10% for the six months ended February
28, 2006, based on revenue gains and stable costs.

There has been a slow down in the advertising market generally in
Australia following several consecutive years in which advertising market
growth outpaced GDP growth.  The broadcast television landscape in
Australia remains highly competitive as individual audience shares for the
three conventional television networks are more tightly clustered today
than they have been for a decade.  In this environment, TEN has gained
audience share of 6% year-over-year for the four-week period ending March
11, 2006, in its target demographic of 16-39 year olds and continues to
hold the number one position in this key demographic.  TEN continued to
strengthen its future programming schedule with the renewal earlier this
year of Australian Football League, and by securing a significant
programming agreement with FOX which commences in July 2007.  While there
has been some softening in the New Zealand advertising market, again after
a period of significant growth, TVWorks continues to outpace the market
due to its increased audience ratings.

Eye Corp., the interactive operations, and the digital specialty channels
all continue to show good growth year-over-year. In the quarter, Eye
Corp.'s revenues on a local currency basis increased 12% with a slight
increase in EBITDA.  The interactive operations posted revenue growth of
22% in the second quarter, while showing modest EBITDA growth. The digital
specialty services increased subscribers to 5.6 million, an increase of
14% year-to-date.  The digital specialty channels delivered their second
consecutive quarter of positive contribution to EBITDA and we expect
stronger contribution from these channels going forward.

                  Six Months Ended Feb. 28, 2006

For the six-month period, the Company recorded consolidated net earnings
of $11 million compared to consolidated net earnings of $64 million for
the first six months of 2005.  Excluding the effects of non-recurring
charges related to the income trust IPO in the first quarter and the early
retirement of certain debt obligations and the settlement of interest rate
and cross currency swaps, earnings from continuing operations for the six
months ended Feb. 28, 2006, would have been approximately $62 million
compared to $119 million or in the same period last year.

For the six-month period ended Feb. 28, 2006, the Company recorded
consolidated revenues of $1,494 million, a decline of 3% compared to
consolidated revenues of $1,542 million for the six months of the prior
year.  Consolidated EBITDA for the first six months of fiscal 2006 was
$314 million compared to $432 million for the same period last year.

Commenting on the outlook for the rest of the year, Leonard Asper,
President and Chief Executive Officer said "We expect varied financial
results for the balance of the year.  Through continued strong revenue
growth and an improving cost structure, we expect year-over-year operating
profit growth for our newspaper and interactive operations.  In Australia,
the advertising market remains quite short and we will continue to see a
very competitive ratings environment.  TEN is well positioned in the
second half of the year as it will be launching the strongest part of its
schedule, featuring programs such as Australian Football League, Big
Brother and Australian Idol.  In local currency terms, we expect our New
Zealand operations to continue to demonstrate stable performance.  We do
not expect any material change to Global's financial outlook in the second
half of the year.  A number of initiatives implemented this quarter,
including the Global brand re-positioning, the move of Global National
News to 5:30 pm across Canada, the strengthening of the Global schedule
with program additions, Las Vegas, 24, My Name is Earl, The Office,
Conviction, and the streamlining of back-office television operations,
will support a strengthening financial position in fiscal 2007."

CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV) --
http://www.canwestglobal.com/-- an international media company, is
Canada's largest media company. In addition to owning the Global
Television Network, CanWest also owns, operates and/or holds substantial
interests in Canada's largest publisher of daily newspapers, and
conventional television, out-of-home advertising, specialty cable
channels, web sites and radio stations and networks in Canada, New
Zealand, Australia, Ireland and the United Kingdom.

                         *     *     *

CanWest Global's 7-5/8% senior notes due 2013 carry Moody's Investors
Service's Ba3 rating and Standard and Poor's B- rating.


CATHOLIC CHURCH: Spokane Inks Pact to Settle Coverage Dispute
-------------------------------------------------------------
The Diocese of Spokane and three insurance companies agree to enter into
settlement agreements, which will resolve insurance coverage dispute
relating to sexual abuse claims, for $9,500,000, according to Inland
Register, the Diocese's official news magazine.

General Insurance Company of America, a wholly owned subsidiary of Safeco
Corp., will pay the Diocese $5,250,000 as settlement amount.

Indiana Insurance Company and ACE Insurance Company will settle for
$4,250,000 in aggregate.

The amounts will be deposited in an interest-bearing account for the
benefit of the Diocese.  The funds will be released to the
Diocese in October 2007.

The settlement agreements are subject to approval by the U.S. Bankruptcy
Court and Federal District Court.

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)


COLLINS & AIKMAN: Barclays Capital Joins Creditors’ Committee
-------------------------------------------------------------
Saul Eisen, the U.S. Trustee for Region 9, appointed Barclays Capital to
the Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates.

MacKay Shields, LLC, stepped down from the Committee.

The Creditors Committee currently consists of:

     (1) BNY Midwest Trust Company
            c/o Gary Bush, Vice President
         The Bank of New York
         Corporate Trust Default Group
         101 Barclay Street
         Floor 8 West
         New York, NY 10286
         Tel:  (212) 815-2747
         Fax: (212) 815-5704

     (2) Pension Benefit Guaranty Corporation
         Office of the Chief Counsel
         Sara B. Eagle, Esq.
         1200 K. Street, N.W., Suite 340
         Washington, D.C. 20005
         Tel: (202) 326-4020 ext. 3881
         Fax: (202) 326-4112

     (3) Law Debenture Trust Company of New York
            as successor Trustee to the Bank of New York
         c/o Patrick Healy and Daniel Fisher, Esqs.
         767 Third Avenue, 31st Floor
         New York, NY 10017
         Tel: (212) 750-6474
         Fax: (212) 750-1361

     (4) United States Steel Workers of America, AFC-CIO
         c/o Kirk Davis
         5 Gateway Center, Room 807
         Pittsburgh, PA 15222
         Tel: (412) 562-2545
         Fax: (412) 562-2429

     (5) Barclays Capital
         c/o David D. R. Bullock
         200 Park Ave., 5th Floor
         New York, NY 10166
         Tel: (212) 412-7689
         Fax: (212) 412-1706

     (6) Third Avenue Trust, on behalf of the
            Third Avenue Value Fund Series
         c/o David Barse
         622 Third Avenue, 32nd Floor
         New York, NY 10017
         Tel: (212) 888-5222
         Fax: (212) 888-6704

     (7) Delphi Corporation
         c/o Matthew Paroly
         5825 Delphi Drive
         Troy, MI 48098
         Tel: (248) 813-3366
         Fax: (248) 813-3445

     (8) International Union, UAW
         c/o Niraj R. Ganatra, Associate General Counsel
         800 East Jefferson Avenue
         Detroit, MI 48214
         Tel: (313) 926-5216
         Fax: (313) 926-5240

     (9) The Brown Corporation of America
         c/o Ray Vanderkoai
         401 South Steele Street
         Ionia, MI 48846
         Tel: (616) 523-9105
         Fax: (616) 527-3385

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.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Exclusive Plan-Filing Period Intact Until May 15
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan issued a
bridge order extending Collins & Aikman Corporation and its
debtor-affiliates’ Plan Proposal Period through and including May 15,
2006, and their Solicitation Period through and including July 14, 2006.

                  Debtors Seek 120-day Extension

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that the Debtors have made substantial
progress in their dual-track process.  Several parties have
showed interest in either sponsoring a plan of reorganization
through an equity infusion or purchasing substantially all of the
Debtors' assets.  In addition, the Debtors and their advisors
have contacted potential exit financing lenders and solicited
preliminary term sheets to fund a stand-alone plan of
reorganization.

Nonetheless, the Debtors must complete certain critical tasks
before they can emerge from Chapter 11.  Mr. Schrock asserts that
although the Debtors continue to target confirming a plan of
reorganization by the end of the year, completion of critical
tasks requires time, which warrants a further extension of the
exclusivity periods.

In this regard, the Debtors ask the Court to further extend
their:

   a. Exclusive Plan Proposal Period to September 12, 2006; and

   b. Exclusive Solicitation Period to November 13, 2006.

Mr. Schrock relates that during the next critical phase of their
Chapter 11 cases, the Debtors, in conjunction with their major
constituencies, will:

   * finalize negotiations with an investor or purchaser to serve
     as a stalking horse to sponsor a plan of reorganization or
     effectuate a sale of the Debtors' assets;

   * seek the Court's approval of the commitment for a stalking
     horse transaction, which commitment will serve as a
     benchmark for the Debtors to solicit higher and better
     offers;

   * solicit higher and better offers from interested parties,
     continue to negotiate the terms of those offers and allow
     those parties to complete any remaining due diligence;

   * select a successful bidder, continue negotiations with the
     successful bidder and the Debtors' major constituencies
     regarding the terms of a plan of reorganization;

   * continue to work with potential lenders to structure and
     underwrite the debt financing required to fund a plan of
     reorganization;

   * continue to work with the Debtors' customers regarding the
     award of future new business, which will maximize the value
     of the Debtors' estates and any potential transaction;

   * continue the claims reconciliation process, which involves
     over 8,000 proofs of claim totaling $53 billion;

   * continue the Debtors' ongoing efforts at cost-cutting and
     increasing operational efficiency, including shedding
     certain non-core assets;

   * continue discussions regarding an acceptable resolution of
     the Debtors' pension obligations;

   * resolve any issues relating to the ongoing Securities and
     Exchange Commission and Department of Justice investigations
     regarding the Debtors' historical operations; and

   * ultimately file a plan of reorganization and begin the
     formal Court approval process of that plan.

The extension will afford the Debtors' businesses, their
customers and their creditors stability, which will ensure
continued customer and supplier support, maintain employee
relations and increase the likelihood of a successful
reorganization, Mr. Schrock says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMBUSTION ENGINEERING: Amended Plan Declared Effective April 21
----------------------------------------------------------------
Combustion Engineering, Inc., reported that the U.S. Bankruptcy Court for
the District of Delaware declared its Modified Plan of Reorganization
effective on Apr. 21, 2006.

As reported in the Troubled Company Reporter on Mar. 2, 2006, the Hon.
Joseph E. Irenas of the U.S. District Court for the District of New
Jersey, Camden Division confirmed the Modified Plan of Reorganization
filed by the Debtor.  Judge Irenas confirmed the Plan on Feb. 28, 2006.
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtor's Plan on Dec. 19, 2005, and
Judge Fitzgerald recommended its confirmation to the District Court.  It
has been a protocol for both a district court judge and a bankruptcy judge
to review asbestos-related bankruptcies.

As reported in the Troubled Company Reporter on Dec. 21, 2005, under the
Amended Plan, priority claims, secured claims, workers' compensation
claims, general unsecured claims will be unimpaired.

The Plan separates the asbestos tort claimants into two classes:

   a) Non-participants to the CE Settlement Trust will be subject
      to a channeling injunction.  The injunction will require
      the tort claimants to assert their claims against the
      Asbestos PI Trust.  The Trust will be funded with
      substantial assets including ABB's $232 million
      contribution.

   b) Participants in the CE Settlement Trust will also be
      subject to a channeling  injunction.  The participants will
      receive a release of any preference claims and fraudulent
      transfer claims from the Debtors.  They will also be
      permitted to keep any distributions that have been or will
      be made from the CE Settlement Trust.

The Asbestos PI Trust will act as a Qualified Settlement Fund as
defined in the Treasury Regulations under Section 468B of the
Internal Revenue Code.

                  Valuation & Plan Funding

Under the Plan, CE's US$812,000,000 value is delivered to the
Sec. 524(g) Trust for the benefit of present and future claimants.
In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

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

                http://ResearchArchives.com/t/s?5f9

                  About Combustion Engineering

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


COSINE COMMS: 2006 Shareholders Meeting Set for May 24
------------------------------------------------------
CoSine Communications, Inc., will hold its Annual Meeting of Stockholders
at 11:00 a.m., on May 24, 2006, at the Bankers Club, Bank of America, 52nd
Floor, 555 California Street in San Francisco, California.

During the meeting, the Company’s stockholders will be asked to

     a) elect a Board of Directors to serve for the ensuing year;

     b) approve a proposal to amend the Company’s Third Amended
        and Restated Certificate of Incorporation to reduce its
        authorized number of shares of Common Stock from
        300,000,000 to 22,000,000; and

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

Only stockholders of record of the Company's common stock at the close of
business on March 29, 2006, are entitled to notice and vote at the
meeting.

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

              http://researcharchives.com/t/s?8be

                        About CoSine Comms

Based in San Jose, California, CoSine Communications, Inc.
-- http://www.cosinecom.com/-- provides customer support services for
managed network-based Internet protocol and broadband service providers
under contract by a third party.  In June 2005, the Company's stock was
delisted from the Nasdaq National Market System and now trades in the over
the counter market under the symbol COSN.PK.

                            *   *   *

As reported in the Troubled Company Reporter on April 6, 2006, Burr,
Pilger & Mayer LLP expressed substantial doubt about CoSine
Communications, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years
ended Dec. 31, 2005 and Dec. 31, 2005.  The auditing firm pointed
to the Company's decision to terminate most of its employees and
discontinue production activities in an effort to conserve cash as well as
ongoing evaluation of strategic alternatives.


COVENTRY HEALTH: Earns $121 Million in Quarter Ended March 31
-------------------------------------------------------------
Coventry Health Care, Inc. reported operating results for the quarter
ended March 31, 2006.  Operating revenues reached a record $1.94 billion
for the quarter with net earnings of $121 million.

“I am delighted with the performance of our Company in the first quarter
of 2006,” said Dale B. Wolf, chief executive officer of Coventry.  “Our
health plan business is a consistent performer, and we continue to realize
earnings and cash flow leverage from our fee-based businesses.
Furthermore, we successfully implemented Medicare Part D in the first
quarter, and the business is operationally and financially on track.
Overall, our opportunities and prospects are outstanding and we look
forward to a successful 2006.”

The Company’s first quarter financial highlights include:

    -- a 23.9% increase in revenues over the prior year quarter;

    -- consolidated operating margin of 9.4%;

    -- the successful operational and financial launch of Medicare
       Part D resulting in 529,000 new Coventry members;

    -- adjusted cash flows from same store operations representing
       184% of net income; and

    -- share repurchase of 2.6 million shares at a cost of
       $153.5 million during the quarter.

As of March 31, 2006, Coventry had total health plan membership of 2.55
million members, an increase of 102,000 members or 4.2% over the prior
year quarter and an increase of 5,000 members over the prior quarter.

Commercial premium yields continue to track with medical cost trends.  On
a case-by-case basis, the renewal increases are in excess of 8% and the
medical cost trend expectation is unchanged at approximately 8%.  Reported
commercial yield and medical cost PMPM trends for the first quarter of
2006 were lower than this, reflecting a change in mix driven by the
termination of certain higher premium and higher medical cost groups and
the strength of new sales which on average are in lower cost and benefit
plan designs.

Health Plan Medical Loss Ratio was 79.9%, a 10 basis point increase over
the prior year quarter.  Commercial MLR of 78.9% increased 10 basis
points, Medicare MLR of 81.9% improved 30 basis points, and Medicaid MLR
of 83.9% increased 50 basis points from the prior year quarter.

Health Plan Selling, General & Administrative Expenses were 11.3% of
operating revenues for the quarter, an increase of 10 basis points over
the prior year quarter.  SG&A PMPM of $22.88 was an increase of 5.5% over
the prior year quarter.

First Health revenue for the quarter was $213.3 million.  Revenue for the
prior year quarter was $141.9 million which represented results beginning
on the acquisition date of Jan. 28, 2005.  SG&A expenses were 63.2% of
operating revenues for the quarter, an improvement of 210 basis points
over the prior year quarter.

As of March 31, 2006, Coventry had enrolled 529,000 members in Medicare
Part D.  Total revenue for the quarter was $180.6 million, including $51.0
million of CMS risk-sharing revenue and ($14.4) million of revenue ceded
to insurance company distribution partners.  Premium yield, excluding CMS
risk-sharing revenue and ceded revenue, was $100.36 PMPM.  Total MLR was
98.0% for the quarter.  Medicare Part D cash flow was very strong for the
quarter as a result of the initial building of medical liabilities and
receipt of reinsurance payments from CMS.

                   2006 Full Year Guidance

For 2006, Coventry anticipates:

     -- health plan membership growth of 1.0% to 3.0%;

     -- Medicare Part D membership of 600,000 to 800,000;

     -- risk revenues of $6.8 billion to $7.0 billion, including
        $500 million to $700 million of stand-alone Medicare Part
        D revenue;

     -- management services revenues of $900 million to $950
        million;

     -- consolidated revenues of $7.70 billion to $7.95 billion;

     -- consolidated medical loss ratio (MLR%) of 80.0% to 80.4%;

     -- consolidated selling, general, and administrative expenses
        (SG&A) of $1.30 billion to $1.33 billion;

     -- depreciation and amortization expense of $105 million to
        $115 million;

     -- investment income of $83 million to $90 million;

     -- interest expense of $51 million to $54 million;

     -- Tax Rate of 37.25% to 37.75%; and

     -- diluted share count of 163.0 million to 164.5 million
        shares.

                         About Coventry

Coventry Health Care (NYSE: CVH) -- http://www.coventryhealth.com/-- is a
managed health care company based in Bethesda, Maryland operating health
plans and insurance companies under the names Coventry Health Care,
Coventry Health and Life, Altius Health Plans, Carelink Health Plans,
Group Health Plan, HealthAmerica, HealthAssurance, HealthCare USA,
OmniCare, PersonalCare, SouthCare, Southern Health and WellPath.  Coventry
provides a full
range of managed care products and services, including HMO, PPO,
POS, Medicare+Choice, Medicaid, and Network Rental to 3.1 million
members in a broad cross-section of employer and government-funded groups
in 15 markets throughout the Midwest, Mid-Atlantic and Southeast United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
Ratings -- senior unsecured rating at Ba1 -- and moved the outlook back to
stable from negative.


CREDIT SUISSE: Moody’s Puts Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior notes
issued by Credit Suisse Home Equity Mortgage Trust 2006-2, and ratings
ranging from Aa1 to Ba2 to subordinate notes in the deal.

The securitization is backed by various mortgage lender originated,
adjustable-rate and fixed-rate, closed-end second and heloc mortgage loans
acquired by DLJ Mortgage Capital Inc.

The ratings are based primarily on the credit quality of the loans, and on
the protection from subordination, excess spread, and
overcollateralization.

The ratings for securities supported by Group 1 collateral receive
additional support from an interest-rate swap agreement provided by Credit
Suisse International.

The ratings for Class 2A-1 Notes receive additional benefit from a
financial guaranty insurance policy provided by FGIC.

Moody's expects collateral losses to range from 7.55% to 8.05% regarding
collateral Group 1.  Moody's expects collateral losses to range from 4.00%
to 4.50% regarding collateral Group 2.

Wilshire Credit Corporation, Ocwen Loan Servicing LLC, and PNC Bank NA
will service the loans.  Moody's has assigned Wilshire its servicer
quality rating as a primary servicer of subprime first-lien loans.
Moody's has assigned Ocwen its servicer quality rating as a primary
servicer of subprime first-lien loans.

The Complete Rating Actions Are:

Credit Suisse Home Equity Mortgage Trust 2006-2

Asset-Backed Notes, Series 2006-2

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


CUMMINS INC: Earns $135 Million in 2006 First Quarter
-----------------------------------------------------
Cummins Inc. reported strong first-quarter earnings of
$135 million, powered by sales growth across most of its markets and
product lines, and continued gross margin strength.  Sales for the quarter
totaled $2.68 billion.

Based on its first-quarter performance and its forecast for the remainder
of the year, Cummins also increased its 2006 full-year guidance.  The
Company now expects to earn between $12.40 and $12.60 a share in 2006, up
from its original guidance of $11.90 - $12.10 a share.  The Company
expects to earn between $3.35 and $3.45 a share in the second quarter.

"As we have been saying for some time, we're confident 2006 will be an
even better year than our record 2005 and these results indicate that we
are on our way to achieving our goals," said Cummins Chairman and Chief
Executive Officer Tim Solso.  "Our first-quarter performance reflects
considerable strength along the breadth of our product line and in markets
around the world.

"We have become a less cyclical, more diversified company, and as our
operating performance continues to improve and we strengthen our balance
sheet, we are increasingly well-positioned for the future."

In the first quarter, Indiana passed a tax bill that will, over time,
lower Cummins' effective tax rate in the state.  As a result, however,
Cummins' first-quarter results include a one-time charge of approximately
$12 million for adjustments required as a consequence of this legislation.

The Company's first-quarter performance was significantly stronger than
the same period in 2005.  For the first quarter, net income rose 39% from
$97 million during the first quarter of 2005. Revenues increased 21%, from
$2.21 billion a year ago.

Earnings Before Interest and Taxes rose 56% to $255 million, from $163
million in the first quarter of 2005.  EBIT as percentage of sales was
9.5%, compared to 7.4% a year ago.  Gross margins for the quarter also
improved from the same period a year ago, increasing to 22.4% from 20.7%.

The Company's Engine segment enjoyed its most profitable quarter ever,
while the Power Generation and Distribution segments posted strong sales
and earnings during the quarter.  The Company's fourth business segment -
Components - began to see improvement in earnings while continuing to
invest in technologies critical to the Company's future success.

Engine Segment

Segment EBIT of $179 million was a record and a 53% increase from the
first quarter of 2005. Segment EBIT as percentage of sales was 9.8%,
compared to 7.9% during the first quarter of 2005.

Engine sales rose 23% to $1.82 billion, led by stronger-than-expected
volumes across nearly all markets.  Global heavy-duty truck engine
shipments rose 22% from the same period in 2005, while bus shipments
increased 35%, construction shipments increased 29% and global light-duty
automotive shipments rose 36%.

Power Generation Segment

Power Generation sales of $536 million were 26% higher than during the
first quarter of 2005, while Segment EBIT tripled to
$45 million, or 8.4% of sales, in the quarter.

Commercial generator sales, which represent more than half of the
segment's total sales, rose 32% from the same period last year led by
strong growth in North America and the Middle East.  Consumer generator
sales rose 14%, while Power Electronics sales increased 53% compared to
the same period a year ago.

Distribution Segment

Distribution Segment sales of $317 million were 25% higher than during the
first quarter 2005, while Segment EBIT rose 55% to $31 million, or 9.8% of
sales.  Quarterly sales and Segment EBIT were the second highest ever,
trailing only the fourth quarter of 2005.

Sales increased across all product lines, led by a 27% increase in sales
of Power Generation products and a 20% rise in parts sales.  From a
geographic perspective, sales were particularly strong in the Middle East
and Europe.  Profits at the Company's joint venture distributors in all
regions also improved.

Components Segment

Sales in the Company's Components Segments - made up of the Company's
filtration, turbocharger, fuel systems and exhaust aftertreatment
businesses - increased 17% to $555 million, while Segment EBIT rose 35% to
$31 million, or 5.6% of sales.

The Filtration business benefited from strong aftermarket sales and sales
to original equipment makers in North and Latin America. The Segment saw
higher return on sales, despite continued investment in research and
engineering to develop new products for 2007 and beyond.

                          About Cummins

Cummins Inc. (NYSE: CMI) -- http://www.cummins.com/-- is a corporation of
complementary business units that design, manufacture, distribute and
service engines and related technologies, including fuel systems,
controls, air handling,
filtration, emission solutions and electrical power generation
systems.  Headquartered in Columbus, Indiana, Cummins serves customers in
more than 160 countries through its network of 550
Company-owned and independent distributor facilities and more than
5,000 dealer locations.  With more than 28,000 employees
worldwide, Cummins reported sales of $8.4 billion in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Moody's Investors Service raised its rating of Cummins Inc.'s debt
securities (senior unsecured to Ba1 from Ba2), and also affirmed
the company's Ba1 corporate family rating and SGL-1 speculative
grade liquidity rating.  The rating outlook is changed to positive
from stable.


DANA CORP: Wants Until Sept. 29 to Remove Federal Court Actions
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the time period during
which they may seek to remove actions to federal court until the later of:

   (x) September 29, 2006; or

   (y) 30 days after the entry of an order terminating the
       automatic stay with respect to the particular Action
       sought to be removed.

The Debtors further request that the extension be without
prejudice to (a) any position they may take regarding whether
Section 362 of the Bankruptcy Code applies to stay any Actions and (b)
their right to seek further extensions of the Removal Deadline.

As of their bankruptcy filing, the Debtors were parties to numerous civil
actions pending in multiple courts and tribunals.  The Debtors continue to
evaluate whether they may seek to remove
certain of the Actions from state to federal court and
subsequently transfer some or all of those Actions to the U.S.
District Court for the Southern District of New York, or the
Bankruptcy Court.

Under Rule 9027(a)(2)(A) of the Federal Rules of Bankruptcy
Procedure, the Debtors are granted 90 days to make removal
decisions.  The Court may extend the Removal Deadline for cause
under Rule 9006.

Corinne Ball, Esq., at Jones Day, in New York, tells the Honorable Burton
R. Lifland that absent an extension, the Debtors risk making premature
removal decisions or waiving these rights before they have had an
opportunity to complete an evaluation of these issues.  Given the number
of Actions pending and the press of business incident to the commencement
of these cases, the Debtors require additional time to complete their
evaluation of these issues.

To determine whether to remove any particular Action, the Debtors
need to examine and evaluate a variety of issues specific to each
Action, Ms. Ball explains.  As a result of the nature and
complexity of their Chapter 11 cases and the exigencies attendant
to the commencement of the cases, the Debtors have devoted
substantially all of their time and resources since the Petition
Date to completing the smooth transition to operations in
Chapter 11.

An extension will protect the Debtors' valuable right to remove
lawsuits under 28 U.S.C. Section 1452 if the circumstances
warrant, Ms. Ball asserts.  On the other hand, the extension will
not prejudice the rights of the adverse parties pursuant to the
stayed Actions because the Adverse Parties may not prosecute the
Actions absent relief from the automatic stay.  Further, if the
Debtors remove any Action to federal court, the affected Adverse
Party will retain its right to seek remand of the removed Action
back to state court under 28 U.S.C. Section 1452(b).

Similar requests by debtors for extensions of the removal period
have been granted routinely by courts in the District, Ms. Ball
notes, citing In re Northwest Airlines Corp., Case No. 05-17930
(Bankr. S.D.N.Y. Nov. 29, 2005); In re Tower Auto., Inc., Case
No. 05-10578 (Bankr. S.D.N.Y. Apr. 20, 2005); In re Adelphia
Commc'ns Corp., Case No. 02-41729 (Bankr. S.D.N.Y. Oct. 9, 2002);
and In re WorldCom, Inc., Case No. 02-13533 (Bankr. S.D.N.Y.
Oct. 8, 2002).

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more than 60
million vehicles annually.  The company and its affiliates filed for
chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).
Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E.
Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  Ted
Stenger from AlixPartners serves as Dana's Chief Restructuring Officer.
The Official Committee of Unsecured Creditors has selected Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they listed $7.9
billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Wants to Continue Bonding Program with Travelers
-----------------------------------------------------------
Dana Corporation and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of New York to maintain,
continue and renew their existing financial guarantee and performance
bonding program with Travelers Casualty and Surety Company of America and
perform their obligations under the program.

In the ordinary course of their businesses, the Debtors are required to
provide financial guarantee and performance bonds to third parties to
secure the payment or performance of certain obligations, including,
without limitation:

   (a) U.S. customs requirements;

   (b) notary or permit obligations;

   (c) court-ordered bonds related to replevin and mechanic's
       liens;

   (d) workers' compensation obligations; and

   (e) various state-required bonds related to taxes and highway
       use.

The Bonds can be drawn by the applicable beneficiary of the Bond
should the Debtors default on their payment or performance
obligations to the beneficiary.  Failure to provide, maintain or
to timely replace the Bonds could jeopardize the Debtors' ability
to conduct certain of their operations and could significantly
and adversely impact their reorganization efforts, Corinne Ball,
Esq., at Jones Day, in New York, relates.

The Debtors placed substantially all of their Bonds, which had
face value of approximately $64,100,000 as of their bankruptcy filing,
with Travelers, pursuant to various prepetition agreements, including:

   (i) a General Contract of Indemnity Agreement, dated May 10,
       2002, and as amended by a Rider dated February 24, 2005;

  (ii) a Collateralized Bond Surety Program Registered Pledge
       and Master Security Agreement, dated August 20, 2001; and

(iii) a Pledged Collateral Account Agreement, dated August 20,
       2001.

The Debtors provided collateral for the Bonds in the form of cash
deposits in a pledged account under Travelers' control.  In
addition, the Debtors were obligated to reimburse Travelers for
any draws, costs, expenses, damages, attorneys' fees and losses
that may arise in connection with the Bonds issued by Travelers.

                 Continuation of Bonding Program

Ms. Ball tells the Honorable Burton R. Lifland that the Debtors have
explored  various alternatives to continuing the Bonding Program with
Travelers.

The Debtors have determined that Travelers is best situated to
continue providing the Bonding Program on a postpetition basis
due to:

   (a) Traveler's willingness to provide Bonds to the Debtors on
       more favorable terms and conditions; and

   (b) the administrative and other benefits to the Debtors by
       maintaining a single program to satisfy substantially all
       of their bonding needs with one surety.

Pursuant to a term sheet, Travelers agrees to continue acting as
the Debtors' surety and, at it option and sole discretion, issue
Bonds on the Debtors' behalf in the aggregate amount of no more
than $150,000,000 outstanding at any time.

Travelers will pay any claims made against the Bonds and may
incur the expenses as Travelers deems necessary in handling Bond
Claims.

Dana will assume the Prepetition Agreements, as modified by the
Term Sheet, pursuant to Section 365.

Moreover, the parties agree to execute a side letter agreement to
govern the pricing of the Bonding Program, which will be
maintained as strictly confidential, provided, however, that Dana
may disclose its estimate of the annual aggregate cost of the
Bonding Program and provide additional information to the
Creditors Committee on a confidential basis.

                            Collateral

Dana will maintain the Collateral in an amount equal to at least
100% of the penal amount of the Bonds to secure any and all
losses, costs, expenses, damages, premium obligations, attorneys'
fees or other obligations arising out of the Bonds, the
Prepetition Agreements or the Bonding Program generally.

If additional or replacement Collateral is necessary, the
Replacement Collateral must be in the form of (i) an irrevocable
letter of credit in form, content and issuer acceptable to
Travelers or (ii) cash or cash equivalents pledged to Travelers
in an account maintained at Smith Barney and under the control of
Travelers.

All Collateral will be held as security for all Bonds issued
under the Bonding Program.  Dana will not be required to provide
additional security unless and until the amount of the aggregate
penal sum of all Bonds outstanding exceeds the then current
required security amount by $500,000.

Travelers will be granted a first-priority lien and security
interest in all Collateral obtained or held by Travelers,
pursuant to the Term Sheet.  The Collateral will not be subject
to surcharge, assessment or other liens, pursuant to Sections 506
or 364.

In addition, Travelers will be granted a "super-priority"
administrative expense claim, subordinate to the claims of the
Debtors' postpetition DIP lenders, for any claims related to
Bonds it may have in excess of the Collateral.

The Collateral is not subject to the liens or security interests
of any of the Debtors' creditors, including those of the Debtors'
postpetition senior lenders in connection with the Debtors'
postpetition debtor-in-possession financing agreements.

Because the value of the Collateral already posted with Travelers
exceeds the value of the outstanding Bonds, the assumption of the
Prepetition Agreement does not improve Travelers' position and
will not require any additional cash outlay by the estates,
Ms. Ball informs the Court.

The automatic stay of Section 362 will be modified solely to the
extent necessary to permit Travelers consistent with the terms,
conditions and limitations of the Bonding Program and any
relevant Bond to (i) cancel any Bond after five business
days' advance written notice to the Debtors and the Creditors
Committee, and (ii) liquidate or use Collateral pledged to
Travelers or under their control in accordance with the
Bonding Program.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more than 60
million vehicles annually.  The company and its affiliates filed for
chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).
Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E.
Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  Ted
Stenger from AlixPartners serves as Dana's Chief Restructuring Officer.
The Official Committee of Unsecured Creditors has selected Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they listed $7.9
billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORPORATION: Provides Updates on Pending Legal Proceedings
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates are parties to
various pending lawsuits, the company disclosed in its annual
report filed with the U.S. Securities and Exchange Commission.

According to Michael L. DeBacker, Dana's vice president, general
counsel and secretary, no liabilities that may result from the
lawsuits are reasonably likely to have a materially adverse
effect on their liquidity, financial condition or results of
operations.

A. Shareholder Class Action and Derivative Actions

Dana and certain of its current and former officers are
defendants in five purported class actions filed before the U.S.
District Court for the Northern District of Ohio in the fourth
quarter of 2005.  The Class Actions have been consolidated under
the caption Howard Frank v. Dana Corporation, et al.

The complaint alleges violations of the U.S. securities laws
arising from:

    -- the issuance of false and misleading statements about
       Dana's financial performance and failures to disclose
       material facts necessary to make those statements not
       misleading;

    -- the issuance of financial statements in violation of
       generally accepted accounting principles and SEC rules;
       and

    -- the issuance of earnings guidance that had no reasonable
       basis.

The defendants believe the allegations are without merit.

On March 27, 2006, the District Court appointed the City of
Philadelphia Board of Pensions & Retirement as lead plaintiff in
the case.  The appointment is subject to a pending motion for
reconsideration subsequently filed by another plaintiff.

Certain of Dana's directors and officers are also defendants in
three derivative actions filed in the District Court in 2006:

     * Qun James Wang v. Benjamin F. Bailar, et al.,
     * Roberta Casden v. Michael J. Burns, et al., and
     * Staehr v. Michael J. Burns, et al.

The plaintiffs in the derivative actions allege breaches of the
defendants' fiduciary duties to Dana arising from the same facts
as those in the consolidated shareholder class action.  They also
assert a common law claim for unjust enrichment and a claim
against the current and former officers under Section 304 of the
Sarbanes-Oxley Act of 2002.

Ms. Casden has amended her complaint to assert additional claims
that, among other things, characterized Dana's bankruptcy filing
as having been made in bad faith.

By order filed April 11, 2006, the District Court directed the
plaintiffs to show cause why these actions should not be stayed.

B. SEC Investigation

In September 2005, Dana management reported that it was
investigating accounting matters arising out of incorrect entries
related to a customer agreement in Dana's Commercial Vehicle
business unit and that Dana's Audit Committee had engaged outside
counsel to conduct an independent investigation of these matters
as well.  The outside counsel informed the SEC of the
commencement, nature and scope of the independent investigation
and volunteered full cooperation with the SEC's staff.

During October and November 2005, Dana reported the preliminary
findings of the ongoing investigations and the determination that
it would restate its financial statements for the first two
quarters of 2005 and for the years 2002 through 2004.  On
December 30, 2005, Dana filed amended reports containing restated
financial statements for those periods.

The Audit Committee's investigation concluded at about the same
time.  Throughout the period of the Committee's investigation,
its outside counsel cooperated with the SEC Staff, supplied
information requested by the Staff and spoke with the Staff
periodically.

In January 2006, Dana learned that the SEC had issued a formal
order of investigation with respect to matters related to its
restatements.  The SEC's investigation is a non-public, fact-
finding inquiry to determine whether any violations of the law
have occurred.  The investigation has not been suspended as a
result of the bankruptcy filing.  Dana will continue to cooperate
fully with the SEC in the investigation.

C. Environmental Proceedings

The U.S. Department of Justice proposed a consent order and a
fine against Dana in connection with alleged violations of the
U.S. Clean Water Act in Dana's Harvey Street facility in
Muskegon, Michigan.  Dana agreed to undertake certain
supplemental environmental projects to reduce or offset the
amount of the proposed fine.  The DOJ has reduced the fine to a
de minimis amount, taking into account some of these projects and
other mitigating factors.  Dana has signed the consent order and
is waiting for the DOJ to finalize the order.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more than 60
million vehicles annually.  The company and its affiliates filed for
chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).
Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E.
Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co., LLC,
serves as the Debtors' financial advisor and investment banker.  Ted
Stenger from AlixPartners serves as Dana's Chief Restructuring Officer.
The Official Committee of Unsecured Creditors has selected Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its counsel.  When
the Debtors filed for protection from their creditors, they listed $7.9
billion in assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DEAN FOODS: Brings In Jack Callahan as Chief Financial Officer
--------------------------------------------------------------
Jack F. Callahan, Jr., will join Dean Foods Company as Executive Vice
President and Chief Financial Officer.

Callahan joins Dean Foods with over 20 years of valuable industry
experience.  Most recently, Mr. Callahan was Senior Vice President of
Corporate Strategy and Development at PepsiCo, Inc., where he oversaw all
corporate strategy and merger and acquisition activity.  In his role at
Dean, he will report directly to Dean Foods' Chairman and Chief Executive
Officer, Gregg Engles.

"Jack embodies everything we were looking for in our search for a Chief
Financial Officer.  He comes to us with a wealth of operational, strategic
and financial expertise; deep industry knowledge; and a shared passion for
our corporate mission," Engles said.  "He will be a critical member of our
senior leadership team as we refine and execute our strategies to maximize
the performance of our businesses.  We are very excited to bring Jack to
Dean Foods."

Over the course of his 10-year tenure at PepsiCo, Mr. Callahan gained
valuable experience in several other senior leadership roles, including
Senior Vice President of Investor Relations for PepsiCo, Chief Financial
Officer of Frito Lay International, and Vice President of Strategy and
Planning at Frito Lay North America.  Mr. Callahan's prior experience also
includes key roles at General Electric and McKinsey & Company.

"Dean Foods' performance over the last ten years speaks for itself," said
Callahan.  "The strength of its dairy operations, combined with its
powerful portfolio of brands, creates an incredible opportunity for
continued growth and value creation. This opportunity aligns perfectly
with my interests and experience and I look forward to contributing to the
further growth and success of the Company."

Upon commencement of employment, the Company will award to
Mr. Callahan options to purchase approximately 110,000 shares of the
Company's common stock and approximately 39,500 restricted stock units.

In addition, the Company disclosed that it has granted stock options to
purchase an aggregate of 130,000 shares of common stock and 34,500
restricted stock units to four newly hired, non-executive officer
employees.  The stock options have an exercise price equal to the fair
market value of Dean Foods stock at the close of the trading day
immediately preceding the grant date.  The stock options vest in three
equal annual installments, beginning on the first anniversary of the date
of grant, and expire on the tenth anniversary of the date of grant.  The
restricted stock units vest ratably over a three or five year term,
beginning on the first anniversary of the date of grant.  The awards were
approved by the Compensation Committee of the Company's Board of Directors
without shareholder approval as "inducement grants," as such term is
defined by the New York Stock Exchange.

                         About Dean Foods

Dean Foods Company (NYSE: DF) -- http://www.deanfoods.com/-- is a food
and beverage company in the United States.   Its Dairy Group division is
the largest processor and distributor of milk and other dairy products in
the country, with products sold under more than 50 familiar local and
regional brands and a wide array of private labels.  The Company's
WhiteWave Foods subsidiary is the nation's leading organic foods company.
WhiteWave Foods markets and sells a variety of well-known dairy and
dairy-related products, such as Silk(R) soymilk, Horizon Organic(R) dairy
products and juices, International Delight(R) coffee creamers and LAND
O'LAKESr creamers and cultured products.  Dean Foods Company also owns the
fourth largest dairy processor in Spain and the leading brand of organic
dairy products in the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Standard & Poor's Ratings Services assigned a preliminary 'BB-'
senior unsecured debt rating on Dean Foods Co.'s Rule 415 shelf
registration of debt securities.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on Dean Foods and Dean Holding Co.
S&P said the outlook is stable.


DELPHI CORP: Dave Wohleen Steps Down as Vice Chairman on June 1
---------------------------------------------------------------
Dave Wohleen, vice chairman of Delphi Corporation, will retire from the
Company effective June 1, 2006.

Mr. Wohleen has begun transitioning his responsibilities to Delphi's other
officers, the company disclosed in a regulatory
filing with the Securities and Exchange Committee.

According to John D. Sheehan, Delphi vice president, chief
restructuring officer, chief accounting officer and controller,
Mr. Wohleen is entitled to receive benefits pursuant to the terms
of Delphi's Salaried Retirement Program as well as the amounts
specified in his employment agreement.

                         About Delphi Corp

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENHERENT CORP: Will Hold Annual Stockholders Meeting on May 23
--------------------------------------------------------------
enherent Corp. will hold its annual stockholders meeting at 10:00 a.m., on
May 23, 2006, at 825 Third Avenue, fourth floor Conference Room in New
York.

The enherent stockholders will be asked to elect a director and to amend
and restate the enherent Corp. 2005 Stock Incentive Plan.

A full-text copy of the proxy statement is available for free at
http://ResearchArchives.com/t/s?8c8

enherent Corp. (OTC BB: ENHT) -- http://www.enherent.com/-- is an
information technology professional services firm providing its clients
with (a) consultative and technology staffing resources; and (b) teams of
technical consultants trained in the delivery of solutions related to
systems integration, network and security, and application services.
enherent also provides solutions outsourcing involving software
development.  enherent customers can be found in many different industry
segments, from the Fortune 500 to middle-market enterprises. The company,
headquartered in New York City, operates throughout the Northeastern
United States and has sales locations in Connecticut, New York City, Long
Island, N.Y.

At Dec. 31, 2005, the company's stockholders' equity deficit narrowed to
$911,686 from a $3,931,071 equity deficit at Dec. 31, 2004.


ENTERGY NEW ORLEANS: Corporate Headquarters Returns to New Orleans
------------------------------------------------------------------
Entergy Corporation's corporate headquarters, which was displaced by
Hurricane Katrina nearly eight months ago, will return to New
Orleans.  Majority of the Company's employees will return to work at
Entergy's headquarters at 639 Loyola Avenue in New Orleans.

New Orleans will also remain as the home of the Entergy New
Orleans utility.

"Although we understand the intense interest in the headquarters decision,
it's important to note that even though our local utility, Entergy New
Orleans, is currently in a bankruptcy proceeding due to the massive damage
to the company's infrastructure, Entergy workers have been in New Orleans
and other parts of the region all along, responding to the devastation
caused by Katrina and Rita in the communities we serve," J. Wayne Leonard,
Entergy's chief executive officer, said in a press statement.

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: Commences Tender Offer for 10-3/4% Senior Sub. Notes
--------------------------------------------------------------
Eye Care Centers of America Inc. commenced a cash tender offer for any and
all of its outstanding 10-3/4% Senior Subordinated Notes due 2015 and a
related solicitation of consents to certain amendments to the indenture
governing the Notes.  The tender offer is being made in connection with
the merger of Franklin Merger Sub Inc., a subsidiary of HVHC Inc., a
subsidiary of Highmark Inc., with and into ECCA Holdings Corporation, the
sole stockholder of ECCA.

The tender offer and consent solicitation is being made pursuant to the
terms and conditions described in ECCA's Offer to Purchase and Consent
Solicitation dated May 8, 2006 and the Letter of Transmittal and Consent
related thereto.

Under the terms of the tender offer, ECCA is offering to purchase the
outstanding Notes for a total consideration, per each $1,000 principal
amount of Notes validly tendered and accepted for payment, equal to
$1,030, which includes a consent payment of
$20 per $1,000 principal amount of Notes.  The Consent Payment is only
payable to holders who validly tender their Notes and validly deliver
their consents on or prior to 5:00 p.m., New York City time, on May 19,
2006.

Holders who validly tender their Notes after the Consent Payment Deadline
will receive the Total Consideration less the Consent Payment, or $1,010
per each $1,000 principal amount of Notes.  In addition, holders who
validly tender and do not validly withdraw their Notes will receive
accrued and unpaid interest from the last interest payment date up to, but
not including, the day of payment for the Notes, if the Notes are accepted
for purchase pursuant to the terms of the tender offer.

The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on June 5, 2006, if not extended by ECCA.  ECCA reserves the right
to extend the tender offer as necessary so that the Expiration Date will
occur simultaneously with the consummation of the Merger and the raising
of additional financing through one or more credit facilities by ECCA,
alone or together with HVHC, in connection with the Merger.

In connection with the tender offer, ECCA is soliciting the consents of
the holders of the Notes to certain proposed amendments to the indenture
governing the Notes.  The primary purpose of the solicitation and the
proposed amendments is to eliminate from the indenture substantially all
of the covenants and certain events of default contained therein.

ECCA's obligation to consummate the tender offer is conditioned upon the
satisfaction of certain conditions, including without limitation:

     (i) the consummation of the Merger,

    (ii) ECCA (alone or in conjunction with HVHC) having borrowed
         sufficient funds to purchase all Notes tendered and pay
         the related Consent Payments and fees and expenses
         associated therewith, and

   (iii) other general conditions.

Neither the tender offer nor the Merger are conditioned upon the receipt
of requisite consents to amend the indenture.  HVHC has obtained
commitments to provide financing for HVHC and ECCA whether or not the
requisite consents are obtained.

ECCA has engaged Citigroup Corporate and Investment Banking to act as
dealer manager and solicitation agent in connection with the tender offer.
Questions regarding the tender offer may be directed to:

     Citigroup Corporate and Investment Banking
     Telephone: (212) 723-6106 (collect)
     Toll Free: (800) 558-3745

Request for documentation may be directed to the information agent for the
tender offer:

     Global Bondholder Services Corporation
     Telephone: (212) 430-3774
     Toll Free: (866) 387-1500

             About Eye Care Centers of America Inc.

With 384 stores in 36 states, Eye Care Centers of America Inc. --
http://www.ecca.com/-- is the third-largest retail optical chain in the
U.S.  The company's brand names include EyeMasters, Binyon's, Visionworks,
Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's ValueVision, Doctor's
ValuVision, Stein Optical, Vision World, Doctor's VisionWorks, and Eye
DRx. Founded in 1984, the company is headquartered in San Antonio, Texas.

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
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.


FEP RECEIVABLES: Moody’s Junks Ratings on 12 Certificate Classes
----------------------------------------------------------------
Moody's Investors Service downgraded its ratings on the following classes
of notes of FEP Receivables transactions:

Complete Rating Actions:

FEP Receivables Funding L.P.:

   * Class A-3 Notes -- downgraded to C from Caa2
   * Class B Notes -- downgraded to C from Caa3

FEP Receivables Funding II, L.P.:

   * Class A-3 Notes -- downgraded to Ca from Ba1

FEP Receivables Funding III, L.P.:

   * Class A-2 Notes -- downgraded to Ca from Ba3
   * Class A-3 Notes -- downgraded to C from Caa3
   * Class B-1 Notes -- downgraded to C from Caa3
   * Class B-1L Notes -- downgraded to C from Caa3

FEP Receivables Trust 2000-2:

   * Class A-2 Notes -- downgraded to Ca from B3
   * Class A-3 Notes -- downgraded to C from Caa3
   * Class B Notes -- downgraded to C from Caa3

FEP Receivables Trust 2000-3:

   * Class A-2 Notes -- downgraded to Ca from B2
   * Class A-3 Notes -- downgraded to C from Caa3

The cash flows supporting these Notes are various future fees generated by
equity and debt mutual funds.  The credit quality of a security backed by
mutual fund fees depends on the likely fees to be generated by the mutual
funds during the life of the security, and the potential variability of
such collections. Expected future fees are highly dependent upon the fee
schedules and the mutual fund pools from which fees are generated.

Fees providing cash flows to these transactions include:

   * CDSC fees, based on a 6-7 year declining scale and
     assessed upon redemption of mutual fund shares
   * 12b-1 fees, charged for the first 8-12 years of share
     ownership.

Both types of fees are linked to the Net Asset Values of mutual fund
positions.

The FEP Receivables transactions downgraded today have all seen recent
continued declines in cashflows as the mutual fund pools comprising the
asset base for the transactions become more seasoned, and eventually
graduate off of the fee schedules.  As the mutual fund pools continue to
become more seasoned, fee cash flows available to the transactions are
likely to decline further.


FOAMEX INTERNATIONAL: Bagnatos Wants Stay Lifted to Pursue Action
-----------------------------------------------------------------
In September 2004, Michael and Susan Bagnato filed a complaint against
numerous individuals and entities, including Foamex
International, Inc., in the State of New York Supreme Court, County of Erie.

The Complaint seeks negligence and products liability damages for injuries
suffered by the Bagnatos due to exposure to carpet and carpet padding that
emitted and secreted chemical and organic compounds within their home.

The State Court Action has been stayed pursuant to Section 362 of the
Bankruptcy Code.

By this motion, the Bagnatos ask the U.S. Bankruptcy Court for the
District of Delaware to modify the automatic stay to enable them to:

   (a) proceed with the State Court Action through judgment and
       appeal, if any, and liquidate their claims; and

   (b) collect against any applicable insurance coverage held by
       Foamex for their benefit.

Micheal G. Busenkell, Esq., at Eckert Seamans Cherin & Mellott,
LLC, in Wilmington, Delaware, asserts that discovery in the State
Court Action will not require the Debtors' participation, and thus, will
not interfere with the Debtors' restructuring efforts.

The Bagnatos have been advised that insurance coverage is available for
them.  Thus, there will be little, if any, financial burden on the Debtors
if the Bagnatos are permitted to proceed with the State Court Action, Mr.
Busenkell says.

Mr. Busenkell argues that the Bagnatos will be greatly prejudiced if they
are forced to liquidate their claims in a form other than the state court.
The liquidation of the Bagnatos' personal injury claim cannot occur in
the Bankruptcy Court, in accordance with Section 157 of the Judiciary and
Judicial Procedures Code.

In addition, the State Court Action includes other defendants and
proceeding in one case would be the most expeditious and cost-effective
means of liquidating the Bagnatos' claims.

Furthermore, the case has been pending for one year and further delay
would be prejudicial to the Bagnatos, Mr. Busenkell points out.

                         Debtors Object

Though the Bagnatos are correct in their contention that their claims are
covered by insurance, the applicable insurance policy covering the
Bagnatos' claims is subject to a $500,000 deductible, Pauline K. Morgan,
Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
tells the Court.

Contrary to the Bagnatos' assertion, defense costs associated with the
State Court Action, are, under the applicable insurance policy, are the
Debtors' obligations in addition to the $500,000 deductible obligation,
Ms. Morgan asserts.  Thus, modifying the automatic stay will present a
significant and immediate financial burden on the Debtors.

Ms. Morgan disputes the Bagnatos' assertion that the State Court
Action will not require the Debtors' participation.  The Bagnatos'
allegations that Foamex International's products caused physical injuries
will require the Debtors' attention since it questions their products.
The Bagnatos' allegations could expose the Debtors to a flood of similar
claims.  If the Bagnatos' request to modify the automatic stay is granted,
the Debtors are susceptible to hundreds of tort claimants, Ms. Morgan
points out.

Ms. Morgan also disputes the Bagnatos' contention that they may be forced
to liquidate their claims in another forum.  Ms. Morgan assures the Court
that the Debtors do not intend to defend the
State Court Action other than in the New York State Supreme
Court.  Ms. Morgan adds that a plan of reorganization will rightfully
liquidate the Bagnatos' claims at the proper time in the proper tribunal.

Ms. Morgan contends that the Bagnatos are not timely in the filing of
their lawsuit.  The Bagnatos stated that their injuries date back to 2000,
and yet they waited until 2005 to file a lawsuit.  The Bagnatos caused
delay in litigating the State Court Action by failing to provide medical
records, photos and other similar documents as directed by the court, Ms.
Morgan adds.

Accordingly, the Debtors ask the Court to deny the Bagnatos' request.

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


FOAMEX INTERNATIONAL: D.E. Shaw Laminar Discloses 18.8% Stake
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission dated
April 21, 2006, D.E. Shaw Laminar Portfolios LLC discloses that it is
deemed to beneficially own 3,388,426 shares of Foamex International,
Inc.'s common stock and 15,000 shares of Series B Preferred Stock,
convertible into 1,500,000 shares of Common Stock.

Laminar's stake represents 18.8% of the 24,509,728 shares of
Foamex International common stock issued and outstanding as of
March 17, 2006.

D. E. Shaw & Co., LP, is an investment adviser to Laminar while
D. E. Shaw & Co., LLC, is a managing member of Laminar.  David E.
Shaw is the president and sole shareholder of D.E. Shaw & Co.,
Inc., which is the general partner of DESCO LP.  Thus, DESCO LP,
DESCO LLC and Mr. Shaw are also deemed to beneficially own
3,388,426 shares of Foamex International common stock and 15,000
shares of Series B Preferred Stock.

Since March 2006, Laminar has purchased these shares of Foamex
International common stock:

         Transaction Date      No. of Shares Bought
         ----------------      --------------------
            03/21/2006                53,900
            03/22/2006               195,000
            03/23/2006               400,000
            04/06/2006               105,000
            04/07/2006                50,000
            04/10/2006                90,000
            04/20/2006             2,494,526

On April 20, 2006, Laminar entered into a Securities Purchase
Agreement with The Bank of Nova Scotia pursuant to which Laminar purchased
2,494,526 shares of Common Stock and 15,000 shares of Series B Preferred
Stock, par value $1.00 per share.

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


FRIENDLY ICE: Moody’s Cuts Rating on $175M Sr. Unsec. Notes to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Friendly Ice Cream Corporation's
corporate family rating to B3 from B2.  At the same time, the senior
unsecured notes were downgraded to B3 from B2. The rating outlook remains
stable.  Moody's does not rate the company's $35 million senior secured
revolving credit facility.

The downgrades reflect the continuation of weak operating performance,
high financial leverage with limited free cash flow available for debt
reduction, heavy reliance on one geographic region and the fact that
Friendly operates in the mature, highly competitive family dining
category.

Moody's previous rating action on Friendly was February 20, 2004 when a B2
rating was assigned to the proposed senior unsecured notes and the
corporate family rating was upgraded to B2 from B3.

Ratings downgraded with a stable outlook:

  * Corporate family rating to B3 from B2
  * $175 million senior unsecured notes due in 2012 to B3 from B2

Friendly Ice Cream Corporation, headquartered in Wilbraham, Massachusetts,
operated 312 and franchised 207 family-style restaurants largely in the
Northeast at April 2, 2006.  In addition to the restaurant operations, the
company manufactures packaged ice cream desserts distributed through more
than 4,500 supermarkets in thirteen states.  Revenues for fiscal 2005
totaled $531 million.


GSAA HOME: Moody’s Places Ba2 Rating on Class B-4 Certificates
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSAA Home Equity Trust 2006-6, Asset-Backed
Certificates, Series 2006-6, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by American Home Mortgage Corp. and various
others originated fixed-rate Alt-A mortgage loans acquired by Goldman
Sachs Mortgage Company.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination, excess
interest, and overcollateralization.  Moody's expects collateral losses to
range from 1.60% to 1.80%.

American Home Mortgage Servicing, Inc. and Avelo Mortgage, L.L.C. will
service the loans.  JPMorgan Chase Bank, N.A. will act as master servicer.

The Complete Rating Actions:

GSAA Home Equity Trust 2006-6, Asset-Backed Certificates, Series 2006-6

   * Cl. AV-1, Assigned Aaa
   * Cl. AF-2, Assigned Aaa
   * Cl. AF-3, Assigned Aaa
   * Cl. AF-4, Assigned Aaa
   * Cl. AF-5, Assigned Aaa
   * Cl. AF-6, Assigned Aaa
   * Cl. AF-7, Assigned Aaa
   * Cl. M-1, Assigned Aa1
   * Cl. M-2, Assigned Aa2
   * Cl. M-3, Assigned Aa3
   * Cl. M-4, Assigned A1
   * Cl. M-5, Assigned A2
   * Cl. M-6, Assigned A3
   * Cl. B-1, Assigned Baa1
   * Cl. B-2, Assigned Baa2
   * Cl. B-3, Assigned Baa3
   * Cl. B-4, Assigned Ba2


GSAMP TRUST: Moody’s Places Low-B Ratings on 2 Class Notes Certs.
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSAMP Trust 2006-S3, and ratings ranging from Aa2
to Ba2 to the subordinate certificates in the deal.

The securitization is backed by fixed-rate closed-end second lien subprime
mortgage loans primarily originated by Long Beach Mortgage Company and
Fremont Investment & Loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization and excess spread.  Moody's expects collateral
losses to range from 9.35% to 9.85%.

Ocwen Loan Servicing, LLC will service the loans.

The Complete Rating Actions:

Issuer: GSAMP Trust 2006-S3

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


INTERACTIVE MOTOR: Dec. 31 Balance Sheet Upside-Down by $1.7 Mil.
-----------------------------------------------------------------
Interactive Motorsports and Entertainment Corp. reported a
$560,460 net loss out of $5,413,519 in total revenues for the year ended
Dec. 31, 2005.

The Company's balance sheet at Dec. 31, 2005 showed
$1,978,330 in total assets and $3,722,200 in total liabilities
resulting in a total shareholders' deficit of $1,743,870.

The Company's balance sheet further showed $868,703 in total current
assets and $3,599,700 in total current liabilities resulting in a
$2,730,997 working capital deficit at Dec. 31, 2005.

A full-text copy of the Company's financial results for the year ended
Dec. 31, 2005 is available for free at:

              http://researcharchives.com/t/s?8d0

Headquartered in Indianapolis, Indiana, Interactive Motorsports
and Entertainment Corp., through its wholly owned subsidiary,
Perfect Line, Inc., owns and operates racing centers, leases or revenue
shares with third party operators and sells race car simulators.  NASCAR
Silicon Motor Speedway customers experience driving in a NASCAR racecar
that simulates the motion, sights and sounds of an actual NASCAR event.
The company's racing centers range from 2 to 12 race car simulators per
location and many sites offer what the Company believes to be the best
selling NASCAR driver merchandise available to the market.


J INC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------
Debtor: J Inc.
        12 North 2nd Street
        Fernandina Beach, Florida 32034

Bankruptcy Case No.: 06-01282

Type of Business: The Debtor previously filed for chapter 11
                  protection on Dec. 1, 2005 (Bankr. M.D. Fla.
                  Case No. 05-15767).

Chapter 11 Petition Date: April 8, 2006

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Hugh J. McCarthy, Jr.
                  Hugh J. McCarth & Associates PLLC
                  861754 North Hampton Club Way
                  Fernandina Beach, Florida 32034
                  Tel: (904) 548-0098
                  Fax: (904) 225-5754

Total Assets: $1,230,500

Total Debts:  $1,006,595

Debtor's 6 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $174,381
P.O. Box 660264
Dallas, TX 75266-0264

First Coast Community Bank              $133,005
1750 South 14th
Fernandina Beach, FL 32034

State of Florida                         $94,026
Jacksonville Service Center
921 North Davis Street, Suite 250A
Jacksonville, FL 32209-6825

Florida Department of Revenue            $16,821

DBPR                                      $6,000

Sea Breeze                                $2,500


KAISER ALUMINUM: Court Allows PBGC & VEBA to Dispose Claims
-----------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware permits the Pension Benefit Guaranty Corporation and
the Voluntary Employees' Beneficiary Association trusts to sell or dispose
of their claims against, or interests in, Kaiser Aluminum Corporation and
its debtor-affiliates prior to the effective date of the Plan of
Reorganization, to the extent authorized under a Protocol for
Pre-Effective Date Sales.

The Protocol provides, among other things, that:

    (a) The PBGC may consummate one or more sales of all or part
        of its $616,000,000 claim against the Reorganizing
        Debtors, to one or more purchasers, specifically excluding
        its beneficial interest in the Kaiser Finance Corporation
        claim against Kaiser Aluminum and Chemical Corporation.
        Any sale must be a sale of all or a specified portion of
        the PBGC Claim included in Class 4 and in Class 9.
        Separate sales of the PBGC Claim in Class 4 and in Class 9
        are prohibited.  The PBGC will not sell or agree to sell
        its rights in respect to its beneficial interest in the
        KFC Claim prior to the Effective Date;

    (b) The Union VEBA may consummate one or more sales that in
        the aggregate transfer not more than 33% of its interest
        in the shares to be issued to it by Reorganized Kaiser
        Aluminum Corporation on the Effective Date; and

    (c) The Salaried Retiree VEBA may consummate one or more sales
        that in the aggregate transfer not more than 33% of its
        interest in the shares to be issued to it by Reorganized
        KAC on the Effective Date.

Pursuant to the Protocol, the PBGC or the applicable VEBA Trust may not
proceed with a proposed Sale unless and until the
Reorganizing Debtors consent to the Sale or the Court enters an order
permitting the Sale.

A full-text copy of the Protocol is available for free at:

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

Judge Fitzgerald will have jurisdiction to resolve any disputes regarding
the Protocol and enforce its terms.

If the PBGC, the Union VEBA Trust or the Retired Salaried
Employee VEBA Trust believes that the Reorganizing Debtors are
unreasonably withholding their consent to a Sale proposed for approval
pursuant to the Protocol, the Court directs the PBGC or
VEBA to file and serve on the Debtors' counsel an emergency motion to
compel the Debtors' consent.

Any Motion to Compel and responses must be e-mailed to Judge
Fitzgerald and a hard copy must be delivered to the Bankruptcy
Court.  The party filing the Motion must advise the Court chambers that it
has filed that request.  The Motion or the Response must be accompanied by
a declaration or affidavit to the extent that the party intends to submit
evidence in support of its Motion or Response.

Subject to the Court's availability, Judge Fitzgerald may convene a
hearing on the Motion after the Reorganizing Debtors have responded.

As reported in the Troubled Company Reporter on Mar. 31, 2006,
Kaiser Aluminum Corporation its debtor-affiliates, the PBGC and the Union
VEBA Trust will, on the Effective Date of the Plan, entered into the Stock
Transfer Restriction Agreement and the Registration Rights Agreement.

The Stock Transfer Restriction Agreement prevents the PBGC and the
Union VEBA Trust from transferring or otherwise disposing of more than 15%
of the total number of shares of the stock issued to each under the Plan
in any 12-month period without prior written approval of Reorganized KAC's
board of directors in accordance with Reorganized KAC's Certificate of
Incorporation.

In the Registration Rights Agreement, the PBGC and the Union
VEBA Trust acknowledge that all resales of Registrable Securities are
subject to the terms of the Stock Transfer Restriction Agreement and the
restrictions on transfer contained in Reorganized KAC's Certificate of
Incorporation.

To ensure the preservation of certain carryforwards of net
operating losses and that any agreement will not delay the
confirmation process, the Reorganizing Debtors asked Judge
Fitzgerald to prohibit the PBGC and the VEBA trusts from entering
into agreements regarding their claims or rights to distributions
under the Plan without prior Court approval.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, told the Court that the Union VEBA Trust, the
Retirees' Committee, and the PBGC agreed, in express recognition of the
need to protect the NOLs, to stock transfer restrictions that were
included in certain Plan-related documents; specifically:

   -- the Stock Transfer Restriction Agreement to which the Union
      VEBA Trust and the PBGC will be parties on the Plan's
      effective date, and

   -- the Certificate of Incorporation for Reorganized KAC, which
      will establish restrictions on holders of 5% or more of the
      Reorganized KAC common stock, including the Retired
      Salaried Employee VEBA Trust.

Mr. DeFranceschi explained that the Reorganizing Debtors are merely
seeking to preserve the purpose of the agreements to which the Union VEBA
Trust, the Retirees' Committee, and the PBGC previously agreed.

According to the Reorganizing Debtors, they will continue to discuss the
protocol with the Union VEBA Trust, the Retirees' Committee, and the PBGC
in the hopes of resolving the Objections.
If the parties cannot negotiate an acceptable protocol, the
Reorganizing Debtors say they have no objection to a procedure that would
give them notice of any proposed transaction and the right to object to
those notices, with Court consideration of any objection on an expedited
basis.

                    About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum Corporation
-- http://www.kaiseraluminum.com/-- is a leading producer of fabricated
aluminum products for aerospace and high-strength, general engineering,
automotive, and custom industrial applications.  The Company filed for
chapter 11 protection on February 12, 2002 (Bankr. Del. Case No.
02-10429), and has sold off a number of its commodity businesses during
course of its cases.  Corinne Ball, Esq., at Jones Day, represents the
Debtors in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


KL INDUSTRIES: Section 341(a) Meeting Scheduled for June 7
----------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, will convene
a meeting of KL Industries, Inc.'s creditors at 1:00 p.m., on
June 7, 2006, at 227 W Monroe Street, Room 3340, Chicago,
Illinois 60606.

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

Headquartered in Addison, Illinois, KL Industries, Inc., manufactures
springs, assemblies and other products for the automotive and electronic
markets.  The Company does business as KL Spring & Stamping Division, KL
Spring Division, KL Stamping Division, KL Assembly Division and American
Metal Forming Division.  The Company filed for bankruptcy protection on
May 2, 2006 (Bankr. N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq.,
and Steven B Towbin, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin LLC represent the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy
protection, it reported assets totaling between $1 million
and $10 million and debts amounting between $10 million to
$50 million.


LANDMARK VII: Moody’s Rates $14 Million Class B-2L Certs. at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to the $5,000,000 Class
X Notes Due July 2012 and the $229,500,000 Class A-1L Floating Rate Notes
Due July 2018, Aa2 to the $20,500,000 Class A-2L Floating Rate Notes Due
July 2018, A2 to the $23,000,000 Class A-3L Floating Rate Notes Due July
2018, Baa2 to the $14,000,000 Class B-1L Floating Rate Notes Due July
2018, and Ba2 to the $14,000,000 Class B-2L Floating Rate Notes Due July
2018, issued by Landmark VII CDO Ltd.

The collateral of the Issuer consists primarily of broadly syndicated
speculative-grade secured loans.

According to Moody's, the ratings reflect the ultimate return to an
investor of principal and interest, and are based primarily on the
expected loss posed to investors relative to the promise of receiving the
present value of such payments.

Moody's also analyzed the risk of diminishment of cashflows from the
underlying portfolio of debt due to defaults, the characteristics of these
assets and the safety of the transaction's structure.


LARREA BIOSCIENCES: Posts $234,002 Net Loss in Fiscal 3rd Quarter
-----------------------------------------------------------------
Larrea Biosciences Corporation incurred a $234,002 net loss on $108,641 of
revenues for the quarter ended Jan. 31, 2006, compared to a $77,726 net
loss on $213,522 of revenues for the same period in the prior year.

At Jan. 31, 2006, the Company’s balance sheet showed $261,858 in total
assets and $1,087,157 in total liabilities, resulting in a $825,299
stockholders' deficit.

A full-text copy of Larrea’s quarterly report for the three months ended
Jan. 31, 2006 is available for free at:

            http://researcharchives.com/t/s?8cf

                       Going Concern Doubt

LDMB Advisors Inc., Chartered Accountants, expressed substantial doubt
about Larrea Biosciences Corporation’s ability to continue as a going
concern after it audited the Company’s financial statements for the fiscal
years ended April 30, 2005 and 2004.  The auditing firm pointed to the
Company’s recurring losses and negative cash flows from operations.

                           About Larrea

headquartered in Richmond, Canada, Larrea Biosciences Corporation (OTC
BB:LRRA.OB) through its wholly owned subsidiary, LarreaRx, Inc.,
manufactures, licenses, and distributes dietary supplement pharmaceutical
products.  These are extracted from the species of Larrea Tridentata
plant.  The company’s products include dietary supplement capsules,
topical lotion, and topical spray.  It sells its products under the names
‘LarreaRx’ and ‘Shegoi’ primarily through retail channels and wholesale
distributors principally in the United States and Canada.


LARRY SCHWARTZ: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Larry Edward Schwartz
        FCI Coleman Low
        Federal Correctional Institution
        P.O. Box 1031
        Coleman, Florida 33521

Bankruptcy Case No.: 06-01284

Chapter 11 Petition Date: May 8, 2006

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Richard A. Perry, Esq.
                  Trow, Appleget & Perry
                  The Orleans Building - 2nd Floor
                  21 North Magnolia Avenue
                  Ocala, Florida 34475
                  Tel: (352) 732-2299
                  Fax: (352) 369-8832

Total Assets: $25,672,675

Total Debts:  $10,001,000

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Albart                     Personal Guaranty   $1,500,000
4021 Southwest 103rd Lane
Ocala, FL 34476

Edward Albart                    Personal Guaranty   $1,500,000
4021 Southwest 103rd Lane
Ocala, FL 34476

James Albart                     Personal Guaranty   $1,500,000
4021 Southwest 103rd Lane
Ocala, FL 34476

Jonathan Albart                  Personal Guaranty   $1,500,000
4021 Southwest 103rd Lane
Ocala, FL 34476

Mark Saunders                    Personal Guaranty   $1,500,000
c/o Jose Casal, Esq.
Holland & Knight, LLP
701 Brickell Avenue #3000
Miami, FL 33131

William Albart                   Personal Guaranty   $1,500,000
4021 Southwest 103rd Lane
Ocala, FL 34476

Entertainment Cruises            Lease Agreement       $750,000
290 South Washington
P.O. Box 888
Afton, WY 83110

United States Treasury           Business Penalty      $185,000

Wachovia Bank                    Vehicle Deficiency     $54,000

Mercedes Benz                    Vehicle Deficiency     $12,000


LEVITZ HOME: Rejects More Store Leases
--------------------------------------
Nicholas M. Miller, Esq., at Jones Day, in New York, notifies the
U.S. Bankruptcy Court for the Southern District of New York that Levitz
Home Furnishings, Inc., and its debtor-affiliates will reject five Store
Leases, effective as of the rejection date, and will abandon their
interest in any personal property located at these Premises:

                                                      Rejection
Store No.     Location        Landlord                  Date
---------     --------        --------               ---------
   20401       White Hall,     Louis W. Epstein        04/18/06
               Pennsylvania    Family Partnership

   20205       Farmingdale,    Finkelstein Realty      04/30/06
               New York

   20104       River Edge,     Route 4 Main Street,    05/04/06
               New Jersey      LLC

   20105       Livingston,     Time Equities           05/04/06
               New Jersey

   20403       King of         Costco Wholesale        05/04/06
               Prussia,        Corporation
               Pennsylvania

                         About Levitz Home

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


MORGAN STANLEY: Moody’s Holds Low-B Ratings on 8 Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and affirmed
the ratings of 17 classes of Morgan Stanley Capital I Inc., Commercial
Pass-Through Certificates, Series 2003-IQ4:

   * Class A-1, $75,837,175, Fixed, affirmed at Aaa
   * Class A-2, $449,730,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $18,194,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $23,652,000, Fixed, affirmed at A2
   * Class D, $4,549,000, Fixed, affirmed at A3
   * Class E, $7,278,000, Fixed, affirmed at Baa1
   * Class F, $7,277,000, WAC Cap, affirmed at Baa2
   * Class G, $8,188,000, WAC Cap, affirmed at Baa3
   * Class H, $8,187,000, WAC Cap, affirmed at Ba1
   * Class J, $3,639,000, WAC Cap, affirmed at Ba2
   * Class K, $1,819,000, WAC Cap, affirmed at Ba3
   * Class L, $5,459,000, WAC Cap, affirmed at B1
   * Class M, $1,819,000, WAC Cap, affirmed at B2
   * Class N, $1,819,000, WAC Cap, affirmed at B3
   * Class MM-A, $10,000,000, Fixed, affirmed at Ba1
   * Class MM-B, $5,000,000, Fixed, affirmed at Ba2


NTK HOLDINGS: Planned $600 Mil. IPO Cues S&P’s Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings, including
its 'B/B-2' corporate credit ratings, on building products manufacturer
Nortek Inc. and its parent, NTK Holdings Inc. (NTK), on CreditWatch with
positive implications in response
to NTK's planned $600 million common stock IPO.

"The CreditWatch placement reflects the potential for lower debt leverage
if the IPO is successful," said Standard & Poor's credit analyst Pamela
Rice.

Proceeds are expected to be used to repay a proposed $205 million senior
unsecured loan that will be used to finance a combined $233 million
distribution to the company's equity sponsor and management, with the
balance used to repay portions of Nortek's term loan and NTK's senior
discount notes ($691 million and $275 million were outstanding at Dec. 31,
2005, respectively), plus other debt, fees, and redemption premiums.

"We could raise Nortek's 'B' senior secured bank loan and '2' recovery
ratings if the term loan repayment is sufficient to improve recovery
prospects to 100% of principal in the event of a payment default," Ms.
Rice said.

The current '2' recovery rating indicates the likelihood of a substantial
(80%-100%) recovery.

Nortek plans to make a $233 million distribution before the IPO is
completed.

"If the distribution is made and the IPO is not successful, we would
likely affirm the ratings, as we would expect leverage to remain at about
6x, despite an increase in debt, because of stronger earnings," Ms. Rice
said.

Standard & Poor's will review Nortek's growth strategies, acquisition
plans, cost reduction efforts, financial policies, liquidity, and
financial projections before taking any further rating action.


ODYSSEY RE: Shareholders Approve Amended Long-Term Incentive Plan
-----------------------------------------------------------------
The shareholders of Odyssey Re Holdings Corp. approved the Company's
Amended and Restated Long-Term Incentive Plan on
April 28, 2006.

The LITP generally permits the Compensation Committee of the Company's
Board of Directors to provide annual cash awards to some employees upon
the attainment of goals established by the same committee.

The LITP covers 176 employees, including officers and other members of
management.

The LITP expires on Dec. 31, 2011.  The LITP was scheduled to expire on
Dec. 31, 2006.

A full-text copy of the Long-Term Incentive Plan is available for free at
http://ResearchArchives.com/t/s?8bf

                            Financials

Odyssey Re Holdings Corp. filed its consolidated financial statements for
the year ended Dec. 31, 2005, with the Securities and Exchange Commission
on March 31, 2005.

The Company reported a $105,436,000 net loss on $2,575,593,000 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $8,620,238,000 in
total assets, $6,996,800,000 in total liabilities, and $1,623,438,000 in
total stockholders' equity.

Odyssey Re Holdings Corp. is a worldwide underwriter of property and
casualty treaty and facultative reinsurance, as well as specialty
insurance.  Odyssey Re operates through its subsidiaries Odyssey America
Reinsurance Corporation, Hudson Insurance Company, Hudson Specialty
Insurance Company, Clearwater Insurance Company and Newline Underwriting
Management Limited.  The Company underwrites through offices in the United
States, London, Paris, Singapore, Toronto and Latin America.

                           *     *     *

As reported in the Troubled Company Reporter on March 2, 2006,
Fitch Ratings assigned a 'BB+' rating to Odyssey Re Holding
Corp.'s private issuance of $100 million floating rate senior
notes.  Fitch also affirmed Odyssey Re's 'BB+' long-term
issuer rating and 'BB+' outstanding debt ratings.  Fitch says the outlook
is stable.


OFF MAIN: Retains Keen Realty to Auction Four Retail Leases
-----------------------------------------------------------
Off Main Furniture, Inc., retained Keen Realty, LLC to market and assist
with the disposition of the company's retail leasehold interests located
in Florida.  Off Main operates four prime retail sites in Florida.  Their
broad selection of furniture offers both the quality and value that make
for a well designed home.

"We are excited to offer these leases for sale, as they are located in
premier shopping centers in Florida," said Mike Matlat, Keen Realty's Vice
President.  "Bids must be submitted in accordance with Bankruptcy Court
approved bid procedures no later than July 14th.  An auction is scheduled
for July 19th. Interested parties are encouraged to act immediately, as
the leases may be sold prior to the auction," Mr. Matlat added.  The
leases, which range in size from 9,200 sq. ft. - 25,345 sq. ft., are
located in Coral Springs, Deerfield Beach, Palm Beach Gardens, and
Wellington, FL.

For more information regarding the disposition of these leaseholds for Off
Main Furniture, Inc., contact:

         Keen Realty, LLC
         60 Cutter Mill Road, Suite 214
         Great Neck, New York 11021
         Tel: (516) 482-2700
         Fax: (516) 482-5764

                   About Keen Consultants

For over 23 years, Keen Consultants, LLC -–
http://www.keenconsultants.com/-- has had extensive experience solving
complex problems and evaluating and selling real estate, leases and
businesses.  Keen Realty, a leader in identifying strategic investors and
partners for businesses, has consulted with hundreds of clients
nationwide, and evaluated and disposed of more than 18,400 properties
consisting of approximately 1,723,300,000 sq. ft. across the country.
Recent clients include: Cornell Trading, Inc. d/b/a April Cornell, Eddie
Bauer/Spiegel, The LoveSac Corp., The Penn Traffic Company, Frank's
Nursery and Crafts, Arthur Andersen, Warnaco, and JP Morgan Chase.

                 About Off Main Furniture

Headquartered in Coral Springs, Florida, Off Main Furniture, Inc. --
http://www.offmainfurniture.com/-- supplies a wide variety of office and
home furniture.  The company filed for chapter 11 protection on Apr. 4,
2006 (Bankr. S.D. Fla. Case No. 06-11200).  Paul J. Battista, Esq., at
Genovese Joblove & Battista, P.A., represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and debts
between $1 million and $10 million.


POSITRON CORPORATION: Annual Shareholders Meeting Set for May 18
----------------------------------------------------------------
Positron Corporation will hold its Annual Meeting of Shareholders at 10:00
a.m., on May 18, 2006, at 1304 Langham Creek Drive, Suite 300 in Houston,
Texas.

During the meeting, shareholders will be asked to:

     a) elect five directors to hold office for a term ending in
        2007 and until their successors are elected;

     b) approve a proposal to amend and restate the Company’s
        Articles of Incorporation to increase the number of
        authorized shares of Common Stock from 100,000,000 to
        800,000,000;

     c) approve the Positron Corporation Amended and Restated 2005
        Stock Incentive Plan;

     d) ratify the appointment of Ham, Langston & Brezina, LLP, as
        the Company's independent auditors for the fiscal year
        ending Dec. 31, 2006; and

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

Only shareholders of record at the close of business on
March 29, 2006, are entitled to notice of and to vote at the meeting.

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

             http://researcharchives.com/t/s?8bd

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

                            *   *   *

As reported in the Troubled Company Reporter on May 3, 2006, Ham, Langston
& Brezina, LLP, raised substantial doubt about Positron Corporation's
ability to continue as a going concern after auditing the company's
financial statements for the year ended Dec. 31, 2005.  The auditor
pointed to the company's recurring losses and low inventory turnover.

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


PREDIWAVE CORP: Section 341(a) Meeting Slated for May 15
--------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Prediwave Corporation’s creditors at 9:30 a.m., on May 15, 2006, at Room
680N, Office of the U.S. Trustee, 1301 Clay Street in Oakland, California.
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 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: Wants to Reject Executory Contracts & Leases
----------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the Honorable
Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court for the Northern
District of Ohio in Cleveland for permission to reject effective April 30,
2006:

   -- 16 executory contracts and personal property leases; and

   -- an unexpired lease of store number 1112 located at 201 East
      228th Street in Euclid, Ohio.

The Debtor wants to reject these contracts and leases because Monro
Muffler Brake, Inc., the buyer of substantially all of their assets, will
not need them.

A full-text copy of the 16 executory contracts and personal property
leases is available for free at:

                http://ResearchArchives.com/t/s?8cd

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.  Joseph M. Geraghty at Conway MacKenzie & Dunleavy
gives financial advisory services to the Committee.  When the Debtor filed
for protection from its creditors, it estimated assets and debts between
$10 million and $50 million.


PROCESS PIPE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Process Pipe Fabricators, Inc.
        P.O. Box 1265
        Claremore, Oklahoma 74018

Bankruptcy Case No.: 06-10536

Type of Business: The Debtor manufactures plastic and
                  metal pipes for home and industrial use.

Chapter 11 Petition Date: May 8, 2006

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Todd M. Henshaw, Esq.
                  James, Potts & Wulfers, Inc.
                  401 South Boston Avenue, Suite 2600
                  Tulsa, Oklahoma 74103
                  Tel: (918) 584-0881
                  Fax: (918) 584-4521

Total Assets: $1,916,550

Total Debts:  $3,472,640

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IPS Inc.                         Trade                 $348,940
P.O. Box 581270
Tulsa, OK 74158-1270

UOP LLC                          Loans                 $301,658
25 East Algonquin Road
Des Plaines, IL 60017

Bennett Steel, Inc.              Trade                 $221,994
P.O. Box 1090
Sapulpa, OK 74067

Energy Specialty                 Trade                 $110,238
Contracting, Inc.

American Express/Corporate       Trade                  $86,670

Don Eaton                        Painting               $70,929

Progressive Supply Company       Trade                  $66,369

Oklahoma Tax Commission          Withholding Tax        $62,370

Carmine Funding                  Trade Debt             $58,476

American Funds                   401-K Contributions    $46,616

Myers-Aubrey Company             Trade                  $45,802

Airgas                           Trade                  $39,629

Oklahoma Employment Security     Unemployment           $38,200
Commission

MBNA America                     Credit Card            $37,672

Precision Fitting                Trade                  $35,213

C.G. Metals Inc.                 Trade                  $26,485

Community Care HMO               Medical Insurance      $25,672

Micro Motion Inc.                Trade                  $23,677

Fastenall                        Trade                  $23,343

IKG Industries                   Trade                  $23,189


ROUGE INDUSTRIES: Court Extends Plan Filing Period to June 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended, until
June 12, 2006, the exclusive period by which Rouge Industries, Inc., and
its debtor-affiliates can file a chapter 11 reorganization plan.  The
Court also extended until Aug. 11, 2006, their exclusive right to solicit
acceptances of that plan.

As previously reported, the Debtors told the Court that the extension will
give them more time to:

     -- further advance the claims administration process;

     -- investigate and litigate potential claims and causes of
        action;

     -- attend to employee benefit matters related to the
        termination of their collective bargaining agreement with
        unionized workers; and

     -- formulate a consensual chapter 11 plan.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


ROUGE INDUSTRIES: Court Extends Removal Period to July 17
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended until July
17, 2006, the time within which Rouge Industries, Inc., and its
debtor-affiliates can file notices of removal of related proceedings,
under Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy Procedure.

As previously reported, the Debtors have been unable to make an informed
decision regarding the removal of any claims, proceedings or civil causes
of action because their efforts were focused on:

     -- consummating the sale of substantially all of their assets
        to Severstal N.A.; and

     -- winding down their affairs including, claims
        administration, employee and retiree benefit matters,
        avoidance action analysis and recovery, plan formulation
        and other estate administrative matters.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SAINT VINCENTS: Allows New York DOHMH to Exercise Set Off Rights
----------------------------------------------------------------
Pursuant to grants awarded by the New York City Department of
Health and Mental Hygiene, Saint Vincents Catholic Medical Centers of New
York and its debtor-affiliates render a variety of charitable health
services for individuals with mental illnesses, disabilities and
addictions to alcohol and other substances.

Some of the charitable programs funded by the Grants include:

   (a) Chemical Dependency Crisis Center -- On an annual basis,
       this program medically monitors more than 620 patients
       through withdrawal from alcohol and other substances.

   (b) Silberstein Center -- This center offers individual
       assessments on chemical abuse and addiction for both the
       individuals and their significant others, crisis
       intervention programs and vocational training services.
       In addition, the center provides DWI counseling.  Similar
       programs include Open Door Center Rehabilitation and Open
       Door Center Clinic.

   (c) Child Inpatient -- This program specializes in the acute
       care treatment of children and adolescents under the age
       of 18 who require psychiatric hospitalization.

   (d) Comprehensive Psychiatric Emergency Program -- This 24-
       hour, 7-day per week operation, provides emergency
       services to individuals seeking mental health services,
       including crisis intervention, psychiatric evaluation, and
       inpatient treatment.  The program also has a mobile unit
       that provides mental health services to the community and
       those in respite care.

   (e) Club Connect -- This program assists individuals, who are
       disabled by mental illness, in the Club House program.
       This recreational program provides socialization,
       recreation, and interpersonal skill development for the
       individuals.

   (f) Respite Care Program -- This program provides in-home and
       residential placement respite to families, legal
       guardians, and others who care for adult family members
       who have serious or persistent mental illness.

   (g) Supported Housing -- This program provides permanent
       living accommodations for individuals who have completed a
       program of psychiatric rehabilitation and have shown the
       ability to live independently in the community with a
       minimum of external supports.

   (h) Community Treatment Clinic -- The clinic provides care to
       qualified adults and older adolescents who are diagnosed
       with a mental illness and mental retardation or mental
       illness and a developmental disability.

   (i) Mentally Ill Chemical Abusers -- This program provides a
       broad range of case management, substance abuse and
       housing services to clients.  The individuals are treated
       with a team of social workers, mental health workers,
       psychiatrists and nurses.

After the Debtors expend money for a program, they invoice the
New York DOHMH and include proof of the Program Expenses.  The
DOHMH then reimburses the Debtors for the amount of the invoiced
Program Expenses.

The DOHMH routinely audits the Invoices to determine the amount,
if any, that it has overpaid in Program Expenses to the Debtors.
The parties agree that the Debtors owe the DOHMH $162,404 in the
aggregate, for Expense Overpayments incurred prepetition.

The parties also determined that Program Expenses incurred
prepetition, totaling $2,194,127, have not been paid to the
Debtors.  The parties agree that the DOHMH owes the Debtors those
Prepetition Grant Funds.

The parties agree that DOHMH is entitled to set off the Prepetition Grant
Funds against the Prepetition Expense Overpayments, leaving a balance of
$2,031,723, in Prepetition Grant Funds owed by DOHMH to the Debtors.

Accordingly, the parties stipulate that:

   (a) the automatic stay will be modified, solely to permit the
       DOHMH to effectuate the set off;

   (b) the DOHMH's proof of claim filed on March 20, 2006, for
       the Prepetition Expense Overpayments, will be deemed
       withdrawn;

   (c) the DOHMH will remit to the Debtors the Remaining
       Prepetition Grant Money Obligations; and

   (d) the DOHMH releases and discharges the Debtors from any and
       all Claims and causes of action, which it may now have or
       have ever had, relating to any claims arising from or
       relating to Prepetition Expense Overpayments or any other
       prepetition claims.

                       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)


SEMGROUP LP: Prices TransMontaigne's $200MM Senior Notes Offering
-----------------------------------------------------------------
SemGroup, L.P., reported the pricing terms of its tender offer and consent
solicitation in connection with its merger with TransMontaigne Inc.
SemGroup's cash tender offer is for the $200 million aggregate principal
amount of 9-1/8% Senior Subordinated Notes due 2010 of TransMontaigne Inc.

                          Pricing Terms

The total consideration for each $1,000 principal amount of Notes validly
tendered and not withdrawn prior to the consent payment deadline of April
17, 2006, is $1,078.60.  This amount includes a consent payment of $30 per
$1,000 principal amount of Notes.  The total consideration was determined
by reference to a fixed spread of 50 basis points over the yield of the
3-1/2% U.S. Treasury Notes due May 31, 2007.  It was calculated on May 5,
2006, at 2:00 p.m. EDT and is based on a settlement date of May 19, 2006.
The reference yield and offer yield are 5.041% and 5.541%, respectively.

Holders whose Notes were validly tendered and not withdrawn on or
before the consent payment deadline and were accepted for purchase by the
Company will receive accrued and unpaid interest on the Notes up to, but
not including, the settlement date for the offer.  The settlement date is
expected to be promptly after expiration.

Holders whose Notes are validly tendered after the consent payment
deadline -- but on or prior to the expiration date which is
May 18, 2006, at 5:00 p.m. EDT -- will receive the tender offer
consideration of $1,048.60 per $1,000 principal amount of Notes tendered.
These Holders also will receive accrued and unpaid interest on the Notes
up to, but not including, the settlement date for the Offer.

Holders whose Notes are tendered after the consent payment deadline will
not receive the consent payment.

If the offer is extended by three or more business days, a new price
determination date will be established.  The new price will be determined
at 2:00 p.m. EDT on the tenth business day immediately preceding the
Expiration Date.  The purchase price for each note tendered pursuant to
the offer at, or prior to the Expiration Date, will be determined based on
the offer yield as
of the new price determination date.

                        Offer Conditions

The offer is subject to the satisfaction or waiver of certain conditions,
including the consummation of the Merger.  The terms of the offer are
described in the Offer to Purchase and Consent Solicitation Statement
dated April 3, 2006.  Copies may be obtained from the information agent
for the offer:

     Global Bondholder Services
     Telephone (212) 430-3774 (collect)
     Toll-Free (866) 389-1500

SemGroup, L.P., has engaged Banc of America Securities LLC to act as the
exclusive dealer manager and solicitation agent in connection with the
offer.  Questions regarding the offer may be directed to:

     Banc of America Securities LLC
     High Yield Special Products
     Telephone (704) 388-4813 (collect)
     Toll Free (888) 292-0070

                      About TransMontaigne

TransMontaigne Inc. -- http://www.transmontaigne.com/-- is a
refined petroleum products marketing and distribution company
based in Denver, Colorado with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions. The
Company's principal activities consist of (i) terminal, pipeline,
and tug and barge operations, (ii) marketing and distribution, and
(iii) supply chain management services. The Company's customers
include refiners, wholesalers, distributors, marketers, and
industrial and commercial end-users of refined petroleum products.

                         About SemGroup

Tulsa, Okla.-based, SemGroup, L.P. -- http://www.semgrouplp.com/
-- is a midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  It is
ranked No. 9 on Forbes magazine's list of America's Largest Private
Companies.

                          *     *     *

As reported in the Troubled Company Reporter on Apr 5, 2006, Moody's
placed SemGroup, L.P.'s ratings on review for downgrade
upon its announced acquisition of TransMontaigne, Inc., for
approximately $800 million in cash, including assumed debt,
working capital funding needed, and fees.  Moody's also placed
TMG's ratings under review with direction uncertain.

Debt ratings affected by the review for downgrade are SemGroup's
Ba3 corporate family rating, B1 senior unsecured note rating;
SemCrude L.P.'s Ba3 senior secured term loan, Ba3 senior secured
bank revolver, and Ba2 senior working capital secured bank
revolver; and Canadian subsidiary SemCams L.P.'s senior secured
term loan.  TMG ratings affected include its B1 corporate family
rating and B3 senior subordinated note rating.


SHAHRIAR JAMASB: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shahriar Jamasb
        Karen Anne Jamasb
        6740 Lonicera Street
        Carlsbad, California 92011

Bankruptcy Case No.: 06-01034

Type of Business: The Debtors are owners of Karen A. Jamasb DDS,
                  Inc., which filed for chapter 11 protection on
                  May 5, 2006 (Bankr. S.D. California, Case No.
                  06-01031).

Chapter 11 Petition Date: May 8, 2006

Court: Southern District of California (San Diego)

Debtors' Counsel: John L. Smaha, Esq.
                  Smaha and Daley
                  7860 Mission Center Court, Suite 100
                  San Diego, California 92108
                  Tel: (619) 688-1557

Total Assets: $1,073,841

Total Debts:  $3,827,364

Debtors' 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Newtek Small Business            SBA Loan              $840,000
Finance, Inc.
P.O. Box 12086
Newark, NJ 07101

MBNA Practice Solutions          Commercial Loan       $462,000
2740 Airport Drive, Suite 300
Columbus, OH 43219

Leaf Financial Services          Equipment Lease       $257,940
1919 Market Street 9th Floor
Philadelphia, PA 19103

American Education Services                            $201,573

Comerica Bank                    Bank Loan             $150,000

Heartland Business Credit        Equipment Lease       $123,680

SK Construction                  Construction Debt     $120,000

Manifest Funding Services        Lease                  $96,388

Citibank West FSB                Line of Credit         $95,000

Citicorp Vendor Finance, Inc.    Lease                  $90,555

American Express                 Credit Card            $85,380

De Lage Landen Financial         Lease                  $61,403
Services

CFC Investment Company           Lease                  $52,973

Bankers Healthcare Group         Trade Debt             $50,437

Unicyn Financial Corporation     Lease                  $44,698

Financial Pacific Leasing        Lease                  $40,357

MBNA                             Credit Card            $37,954

Carlsbad Office Plaza #1 LP                             $29,400

AT&T Universal Card              Credit Card            $25,706


SILICON GRAPHICS: Ch. 11 Filing Cues S&P to Put Ratings on Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC+' corporate credit
rating and all related ratings on Mountain View, California-based Silicon
Graphics, Inc. to 'D'.

"The downgrade follows the company's announcement that it has filed a
voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy
Code," said Standard & Poor's credit analyst Martha Toll-Reed.

SGI also announced that it has reached an agreement with all of its senior
secured bank lenders and with holders of a significant amount of its
senior secured debt on the terms of a reorganization plan that will reduce
its debt by approximately $250 million.

SGI is a provider of high-performance computer products, and related
services and solutions.


STANDARD PACIFIC: Raises Loan's Accordion Feature by $400 Million
-----------------------------------------------------------------
Stephen J. Scarborough, Chairman of the Board and Chief Executive Officer
of Standard Pacific Corp. (NYSE: SPF), reported that the Company has
amended its revolving credit facility to increase the facility's accordion
feature by $400 million, allowing the maximum capacity of the facility to
be increased from $1.1 to $1.5 billion if and when the accordion is
exercised.

In addition, the Company closed a 5-year $100 million Term Loan A and a
7-year $250 million Term Loan B.  The increase in the revolving credit
facility's accordion feature was arranged by Banc of America Securities
LLC as Sole Lead Arranger and Sole Book Manager.  The Joint Lead-Arrangers
and Joint Book Managers for the Term Loan A are Banc of America Securities
LLC and J.P. Morgan Securities Inc., while the Term Loan B was arranged by
Banc of
America Securities LLC and J.P. Morgan Securities Inc. as Joint Lead
Arrangers.  Banc of America Securities LLC served as the Sole Book Manager
for the Term Loan B.

The Company used the net proceeds from the term loans to repay
outstanding indebtedness under the Company's revolving credit facility.

Headquartered in Irvine, California, Standard Pacific Corp. --
http://www.standardpacifichomes.com/-- constructs homes within a wide
range of price and size targeting a broad range of homebuyers.  Standard
Pacific operates in some of the largest housing markets in the country
with operations in major metropolitan areas in California, Florida,
Arizona, the Carolinas, Texas, Colorado and Nevada.  The Company provides
mortgage financing and title services to its homebuyers through its
subsidiaries and joint ventures, Family Lending Services, Westfield Home
Mortgage, Home First Funding, Universal Land Title of South Florida and
SPH Title.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Fitch Ratings assigned a 'BB' rating to Standard Pacific Corp.'s
(NYSE: SPF) proposed five-year $100 million senior unsecured term loan A;
and seven-year $200 million senior secured term loan B.

The Rating Outlook is Positive.  The debt will be ranked on a pari
passu basis with all other senior unsecured debt.  Proceeds from
the proposed term loans will be used to repay outstanding
indebtedness under the company's revolving credit facility and for
other general corporate purposes.


STANFIELD/RMF: Moody’s Lifts Rating on $33.5 Million Notes to B3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of the following notes
issued by Stanfield/RMF Transatlantic CDO Ltd., a collateralized loan
obligation which closed on May 4, 2000:

   (1) The $23,000,000 Class A-3 Floating Rate Notes
       Due 2015.

       Prior Rating: Aa3 (on watch for possible upgrade)

       Current Rating: Aaa

   (2) The $36,500,000 Class B-1 Floating Rate Notes
       Due 2015;

       Prior Rating: Baa3 (on watch for possible upgrade)

       Current Rating: A2 (on watch for possible upgrade)

   (3) The $20,000,000 Class B-2 Fixed Rate Notes
       Due 2015.

       Prior Rating: Baa3 (on watch for possible upgrade)

       Current Rating: A2 (on watch for possible upgrade)

   (4) The $15,000,000 Class C Floating Rate Notes
       Due 2015.

       Prior Rating: Ba3 (on watch for possible upgrade)

       Current Rating: Baa2 (on watch for possible upgrade)

   (5) The $19,500,000 Class D-1 Floating Rate Notes
       Due 2015.

       Prior Rating: Caa3 (on watch for possible upgrade)

       Current Rating: B3 (on watch for possible upgrade)

   (6) The $9,000,000 Class D-2 Floating Rate Target Yield
       Notes Due 2015.

       Prior Rating: Caa3 (on watch for possible upgrade)

       Current Rating: B3 (on watch for possible upgrade)

   (7) The $5,000,000 Class D-3 Fixed Rate Target Yield Notes
       Due 2015.

       Prior Rating: Caa3 (on watch for possible upgrade)

       Current Rating: B3 (on watch for possible upgrade)

According to Moody's, the ratings actions reflect the improvement in the
credit quality of the transaction's underlying collateral portfolio,
consisting primarily of corporate loans, as well as the ongoing delevering
of the transaction.


SYMBOLLON PHARMACEUTICALS: Auditor Raises Going Concern Doubt
-------------------------------------------------------------
Vitale, Caturano & Company, Ltd., expressed doubt about Symbollon
Pharmaceuticals, Inc.'s ability to continue as a going concern after
auditing the company's 2005 financial statements.  The auditing firm
pointed to the company's recurring losses from operations and its
accumulated deficit at Dec. 31, 2005.

For the year ended Dec. 31, 2005, the Company incurred a $645,973 net loss
on $449,617 of net revenues compared to a $2,647,108 net loss on $159,510
of net revenues in the prior year.

The company reported negative cash flows from operations of $898,465 and
$805,108 for the years ended Dec. 31, 2005 and 2004.  At Dec. 31, 2005,
the company had an accumulated deficit of $12,811,751 and working capital
of $436,950.

The improving financial situation between such periods resulted primarily
from research and development collaboration revenues related to our
collaboration covering IoGen, decreased clinical development expenses
related to the expensing of certain intangible assets acquired from
Mimetix Inc. during 2004, decreased manufacturing cost associated with the
production of clinical trial materials of IoGen (TM), and variable
accounting for certain stock options, partially offset by increased
salaries and related employee costs and facility expenses previously
allocated to manufacturing.

"2005 was a productive year for Symbollon, as we were able to initiate a
Phase III pivotal clinical trial evaluating IoGen for the treatment of
cyclic mastalgia (pain and tenderness) associated with fibrocystic breast
disease," stated Paul C. Desjourdy, President and Chief Executive Officer
of Symbollon.  "As we look ahead to 2006 and beyond we await two important
milestones.  The outcome of the IoGen Phase III clinical trial and the
initiation of the clinical development of Nasodine (TM) a new product
utilizing our proprietary technology to eradicate multi-drug resistant
pathogens from the nasal cavity.  Nasodine is just the first of several
new products that Symbollon intends to bring to market as we pursue our
business strategy to build a strong, opportunistic pipeline of drugs."

A full-text copy of Symbollon's Annual Report for the year ended Dec. 31,
2005, is available for free at:

                http://researcharchives.com/t/s?8cb

Headquartered in Framingham, Massachusetts, Symbollon Pharmaceuticals,
Inc. -- http://www.symbollon.com/-- is a specialty pharmaceutical company
focused on the development and commercialization of proprietary drugs
based on its molecular iodine technology.  Symbollon has initiated a Phase
III clinical trial evaluating IoGen as a potential treatment for moderate
to severe cyclic pain and tenderness  associated with fibrocystic breast
disease.  FBD is a condition that affects about 24 million women in the
U.S., and there are approximately 7 million women suffering from clinical
cyclic mastalgia. The Company believes IoGen also may be useful in
treating and/or preventing endometriosis, ovarian cysts, and premenopausal
breast cancer.


THERMO ELECTRON: Moody’s Reviews Low-B Ratings and May Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the credit ratings of Thermo Electron
Corporation under review for possible downgrade, following the recent
announcement that it entered into a definitive agreement to acquire Fisher
Scientific International Inc. in an all stock transaction for $10.6
billion, plus the assumption of $2.2 billion in debt of Fisher.

Concurrently, Moody's placed the credit ratings of Fisher Scientific
International Inc. under review for possible upgrade.  The agreement is
expected to be finalized in the fourth quarter of 2006 and is yet to be
approved by its shareholders and industry regulators.

Based on the total estimated transaction value of $12.8 billion, Thermo is
paying about 2.2 times Fisher's 2005 revenue of $5.6 billion and almost 14
times 2005 EBITDA of $935 million.

Although Moody's anticipates that Fisher will generate between $650
million to $700 million in operating cash flow and $500 million to $550
million in free cash flow in 2006, the proposed transactions results in a
deterioration of the combined entity's credit metrics on a pro-forma basis
in 2006 relative to the credit metrics of Thermo Electron on a standalone
basis because Fisher has greater financial leverage compared with Thermo.

"The ultimate impact of the transaction on the company's credit metrics
will also be influenced by Moody's expectations of the combined company's
capital structure following the combination," said Paul Bienstock, Vice
President and Senior Analyst at Moody's.

Based on a preliminary analysis of the transaction, Moody's expects that
the company will remain investment grade upon completion of the review.

Moody's review will focus on several factors:

   * the benefits of offering a fully integrated solution
     and product portfolio to research laboratories

   * the diversity and stability of the combined company's
     revenue base

   * potential synergies from reducing costs and selling a
     full product portfolio

   * potential uses of the company's free cash flow to
     restructure the balance sheet and pursue small product
     acquisitions

   * the risks of integrating the two companies, including
     some loss of existing employees and customers.

Finally, Moody's review will consider the company's capital structure at
the time of the closing of the transaction and the amount, placement, and
location of any existing debt and any proposed debt within the
organizational structure of the company.

These ratings of Thermo Electron Corporation were placed under review for
possible downgrade:

   * Senior Unsecured Rating at Baa1
   * Senior Unsecured Shelf Rating at (P)Baa1
   * Subordinated Shelf Rating at (P)Baa2

These ratings were placed under review for possible upgrade:

   * Corporate Family Rating, rated Ba1
   * Senior Secured Guaranteed Revolver due 2009, rated Ba1
   * Senior Secured Guaranteed US Dollar Term Loan A due 2009,
     rated Ba1
   * 2.50% senior unsecured convertible notes due 2023, rated Ba1
   * Floating rate senior convertible contingent notes due 2033,
     rated Ba1
   * 3.25% senior subordinated convertible notes due 2024,
     rated Ba2
   * 6.75% Senior Subordinated notes due 2014, rated Ba2
   * Senior Subordinated notes due 2015, rated Ba2

Based in Waltham, Massachusetts, Thermo Electron Corporation provides
scientific equipment and services, supporting life sciences, environmental
and industrial process industries worldwide.  The company reported $2.6
billion in revenue for the fiscal year ended December 31, 2005.

Fisher Scientific International Inc., based in Hampton, New Hampshire,
distributes and manufactures an array of products to the scientific
research, clinical laboratory and industrial safety markets, both domestic
and international.  Revenues in 2005 were approximately $5.6 billion.


TRANS ENERGY: Sells Oil and Gas Properties for $1 Million
---------------------------------------------------------
Trans Energy, Inc., finalized a definitive Agreement for Sale of Oil and
Gas Properties related to its sale of certain wells, overriding royalties
and undeveloped acreage located in Campbell County, Wyoming.  The assets
were sold at a public auction through the Oil & Gas Asset Clearinghouse in
Houston, Texas.  The gross sales price for the properties is $1,003,000,
which is expected to be paid to Trans Energy when the sales close on May
12, 2006.

The wells sold by the company, all located in Campbell County, Wyoming,
include the Pinion Fee #1, Sagebrush Federal #1, Sagebrush Federal #2,
Sagebrush Federal #3 (injector), Boley #31-36 Sandbar, State #1-36 Sandbar
and State #2-36 Sandbar.  Also included in the sales were overriding
royalties on two wells (Sagebrush Federal #1, Sagebrush Federal #2) and
Tract TR4-B, and 2,530 undeveloped acres, also located in Campbell County.

                        About Trans Energy

Since 1993, Trans Energy, Inc. -- http://www.transenergy.com--
has been in the business of production, transportation,
transmission, sales and marketing of oil and natural gas in the
Appalachian and Powder River basins.  With interests in West
Virginia, Ohio, Pennsylvania, Virginia, Kentucky, New York, and
Wyoming; Trans Energy and its subsidiaries own and operate oil and
gas wells, gas transmission lines, transportation systems and well
construction equipment and services.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 15, 2005, HJ &
Associates, LLC, expressed substantial doubt about Trans Energy, Inc.'s
ability to continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.  The
auditing firm pointed to the Company's significant losses from operations,
accumulated deficit and working capital deficit.

On April 3, 2006, the Company notified the Securities and Exchange
Commission that it cannot timely file is annual report for the year ended
Dec. 31, 2005, because its independent auditors have not yet completed
their review the 2005 financial statements and have, consequently, not
issued their audit report.  The Form 10-KSB cannot be completed and filed
until the audit is finalized.


TRANS-ACTION EQUITY: Section 341(a) Meeting Slated for May 17
-------------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
Trans-Action Equity Investor III, Co.’s creditors at 10:00 a.m., on May
17, 2006, at Room 104, U.S. Custom House, 721 19th Street in Denver,
Colorado.  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.

Based in Colorado Springs, Colorado, Trans-Action Equity Investors III,
Co. is a real estate developer and operates an apartment complex.  The
Company filed for chapter 11 protection on April 18, 2006 (Bankr. D.
Colorado Case No. 06-11886).  Robert M. Duitch, Esq., at Robert M. Duitch,
P.C., represents the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it listed $5,613,120 in total
assets and $28,333,020 in total debts.


TRANSMONTAIGNE INC: SemGroup Prices $200MM Senior Notes Offering
----------------------------------------------------------------
TransMontaigne Inc. reported the pricing terms of its tender offer and
consent solicitation in connection with its merger with SemGroup, L.P.
SemGroup's cash tender offer is for the $200 million aggregate principal
amount of 9-1/8% Senior Subordinated Notes due 2010 of TransMontaigne Inc.

                          Pricing Terms

The total consideration for each $1,000 principal amount of Notes validly
tendered and not withdrawn prior to the consent payment deadline of April
17, 2006, is $1,078.60.  This amount includes a consent payment of $30 per
$1,000 principal amount of Notes.  The total consideration was determined
by reference to a fixed spread of 50 basis points over the yield of the
3-1/2% U.S. Treasury Notes due May 31, 2007.  It was calculated on May 5,
2006, at 2:00 p.m. EDT and is based on a settlement date of May 19, 2006.
The reference yield and offer yield are 5.041% and 5.541%, respectively.

Holders whose Notes were validly tendered and not withdrawn on or
before the consent payment deadline and were accepted for purchase by the
Company will receive accrued and unpaid interest on the Notes up to, but
not including, the settlement date for the offer.  The settlement date is
expected to be promptly after expiration.

Holders whose Notes are validly tendered after the consent payment
deadline -- but on or prior to the expiration date which is
May 18, 2006, at 5:00 p.m. EDT -- will receive the tender offer
consideration of $1,048.60 per $1,000 principal amount of Notes tendered.
These Holders also will receive accrued and unpaid interest on the Notes
up to, but not including, the settlement date for the Offer.

Holders whose Notes are tendered after the consent payment deadline will
not receive the consent payment.

If the offer is extended by three or more business days, a new price
determination date will be established.  The new price will be determined
at 2:00 p.m. EDT on the tenth business day immediately preceding the
Expiration Date.  The purchase price for each note tendered pursuant to
the offer at, or prior to the Expiration Date, will be determined based on
the offer yield as
of the new price determination date.

                        Offer Conditions

The offer is subject to the satisfaction or waiver of certain conditions,
including the consummation of the Merger.  The terms of the offer are
described in the Offer to Purchase and Consent Solicitation Statement
dated April 3, 2006.  Copies may be obtained from the information agent
for the offer:

     Global Bondholder Services
     Telephone (212) 430-3774 (collect)
     Toll-Free (866) 389-1500

SemGroup, L.P., has engaged Banc of America Securities LLC to act as the
exclusive dealer manager and solicitation agent in connection with the
offer.  Questions regarding the offer may be directed to:

     Banc of America Securities LLC
     High Yield Special Products
     Telephone (704) 388-4813 (collect)
     Toll Free (888) 292-0070

                         About SemGroup

Tulsa, Okla.-based, SemGroup, L.P. -- http://www.semgrouplp.com/
-- is a midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.  It is
ranked No. 9 on Forbes magazine's list of America's Largest Private
Companies.

                      About TransMontaigne

TransMontaigne Inc. -- http://www.transmontaigne.com/-- is a
refined petroleum products marketing and distribution company
based in Denver, Colorado with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions. The
Company's principal activities consist of (i) terminal, pipeline,
and tug and barge operations, (ii) marketing and distribution, and
(iii) supply chain management services. The Company's customers
include refiners, wholesalers, distributors, marketers, and
industrial and commercial end-users of refined petroleum products.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on petroleum storage and distribution company
TransMontaigne Inc. on CreditWatch with developing implications,
following the announcement that Morgan Stanley Capital Group
Inc. has made a competing offer to acquire TransMontaigne for
$10.50 per share.  The rating was placed on CreditWatch with
developing implications on March 28, 2006, following Morgan
Stanley's initial acquisition offer.

The rating action follows the announcement that Morgan Stanley
Capital Group has made a competing offer of $10.50 per share, to
counter the $9.75 per share offer from SemGroup L.P. that
TransMontaigne had accepted on March 27.  Morgan Stanley Capital
had originally made an offer of $8.50 per share on March 21.  The
CreditWatch with developing implications listing reflects the
potential for positive or negative rating actions, depending on
the developments with the associated offers.  Standard & Poor's
will resolve the CreditWatch listing on the close of the merger.


TRINSIC INC: Files Employment Agreements with Five Officers
-----------------------------------------------------------
Trinsic, Inc., filed the employment agreements of five officers with the
Securities and Exchange Commission:

   -- Horace J. "Trey" Davis III, the Company's Chief Executive
      Officer;

   -- Ronald R. Bailey, the Company's Senior Vice President for
      Business and Consumer Marketing;

   -- Michael M. Slauson, the Company's Senior Vice President for
      Customer Service and Support;

   -- Paul T. Kohler, the Company's Chief Technology Officer; and

   -- John K. Lines, the Company's General Counsel.

The Company amended its employment agreement with Mr. Davis and
Mr. Bailey.

Full-text copies of the employment agreements and their amendments are
available for free at:

   Employment Agreement      URL
   --------------------      ---
   Horace J. Davis III       http://ResearchArchives.com/t/s?8c1
   Ronald R. Bailey          http://ResearchArchives.com/t/s?8c2
   Michael M. Slauson        http://ResearchArchives.com/t/s?8c3
   Paul T. Kohler            http://ResearchArchives.com/t/s?8c4
   John K. Lines             http://ResearchArchives.com/t/s?8c5

   Amended Employment Pact   URL
   -----------------------   ---
   Horace J. Davis III       http://ResearchArchives.com/t/s?8c6
   Ronald R. Bailey          http://ResearchArchives.com/t/s?8c7

                       Going Concern Doubt

Carr, Riggs & Ingram, LLC, in Montgomery, Alabama, raised substantial
doubt about Trinsic, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the year
ended Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and working capital and stockholders' deficiencies.

Trinsic Inc. -- http://www.trinsic.com/-- offers consumers and
businesses traditional and IP telephony services.  Trinsic's
products include proprietary services such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic, Inc., changed its name from Z-Tel Technologies, Inc. on
Jan. 3, 2005.

At Dec. 31, 2005, the company's stockholders' equity deficit narrowed to
$8,384,000 from a $21,082,000 equity deficit at
Dec. 31, 2004.


UAL CORP: Earns $23 Billion of Net Income in First Quarter
----------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose primary
subsidiary is United Airlines, reported its combined first quarter 2006
financial results.

UAL reported combined first quarter net income of $23 billion driven by
$23 billion of primarily non-cash reorganization gains largely due to the
discharge of liabilities associated with the company's exit from Chapter
11.

The company believes a better indicator of UAL's post-reorganization
financial performance is its results excluding reorganization items.
Excluding reorganization items, UAL reported a net loss for the combined
quarter of $306 million, compared to a loss of $302 million a year ago.
On an operating basis, UAL reported a combined first quarter operating
loss of $171 million, a $79 million improvement over the same quarter last
year, as strong revenue more than offset a $314 million increase in fuel
expense for mainline and regional operations.

"The $23 billion gain is a reflection of the magnitude and effectiveness
of our restructuring.  We are now applying the same rigor and discipline
to improving our operating and financial performance," said Glenn Tilton,
UAL's chairman, president and CEO.  "By simultaneously reducing our costs
and realizing our full revenue potential, we will drive continued margin
improvement and unlock the full value of our assets."

The company ended the quarter with an unrestricted cash balance of $3.6
billion, and a restricted cash balance of $0.9 billion, for
a total cash balance of $4.5 billion.  Unrestricted cash and short-term
investments increased by $1.8 billion during the quarter as the company
drew down $2.8 billion of exit financing.   UAL generated positive
operating cash flow of over $400 million.

The contribution of regional affiliates improved by $94 million compared
with last year's quarter, as a result of restructured regional carrier
agreements, the company's network optimization efforts and the strong
revenue environment.  Regional affiliates revenue increased by 28 percent.
Regional affiliates expense increased by only 8 percent, despite a 13
percent increase in capacity and 36 percent increase in fuel expense.

The company had an effective tax rate of zero for all periods presented,
which makes UAL's pre-tax results the same as its net results.

EBITDAR excluding the non-cash stock based compensation expense is on
track with the business plan.

"The improved revenue environment essentially compensated for record high
fuel expense," said Jake Brace, UAL executive vice president and chief
financial officer.  "With limited near-term debt maturities, modest
capital spending and no near-term aircraft commitments, the company is on
a solid financial footing."

                         Revenue Results

Compared to the same quarter last year, total revenue increased by 14
percent, with mainline revenue per available seat mile (RASM) up 11
percent.  Strong demand, industry capacity restraint, yield improvements
and our differentiated customer product strategy all contributed to the
revenue increase.  Mainline traffic increased by 3 percent on a 1 percent
increase in capacity, resulting in a 1 point increase in load factor.
Mainline yield was 9 percent higher than last year. Domestic, Pacific and
Atlantic regions all posted strong unit revenue increases.  Regional
affiliate passenger unit revenue was 13 percent higher than last year
driven by a 9 percent increase in yield and a 3 point increase in load
factor.

"In addition to an improved pricing environment, the strength of our
network and our evolving differentiated product strategy contributed to
revenue improvement," said John Tague, UAL executive vice president and
chief revenue officer.  "While these revenue results are encouraging, they
do not meet our expectations or reflect the full potential of this
airline.  The work to get there is clear and we continue to aggressively
execute our plan."

                       Operating Expenses

During the combined first quarter, total operating expenses increased 11
percent.  Mainline operating cost per available seat mile (CASM) increased
by 11 percent from the year-ago quarter, primarily driven by a 33 percent
increase in mainline fuel prices. Excluding fuel, mainline CASM increased
3 percent.

Combined first quarter results also reflected an increase of
$51 million or 5% in salaries and related expense, which included the
recognition of $69 million for stock-based compensation expense for plans
implemented in accordance with the company's Plan of Reorganization.
Purchased services expense increased
$69 million, or 19 percent compared with last year, driven primarily by an
increase in outsourcing, higher traffic-related costs and post-bankruptcy
professional fees.  Aircraft maintenance materials and outside repairs
increased $40 million or 18 percent primarily due to engine-related
maintenance.

The company is engaged in a multi-year cost reduction program.  For 2006,
United's business plan includes $300 million in benefits over 2005. The
company has committed to an additional $400 million in cost savings
starting in 2007 over and above what is in the business plan.

"While partially driven by fresh-start accounting and the non-cash charge
for stock based compensation expense, our increase in non-fuel CASM
reinforces why our focus remains on our core operations and why we are
targeting additional cost savings in 2007," Brace said.

To generate additional cost savings in 2007 and beyond, the company is
focused on fundamental improvements to its core business.  As part of
United's ongoing continuous improvement efforts, the company is improving
processes and driving efficiencies that will enhance service to customers
and reduce costs.  Savings will come from improvements in both major
processes, such as flight planning to reduce navigation fees, and smaller
processes, such as the consolidation of technology help desks.  In
addition, the company will streamline operations and corporate functions
to further reduce overhead spending for salaried and management personnel.
United also expects to reduce marketing and sales expenses.

These cost-savings efforts build on the company's accomplishments during
the restructuring.  For example, the cargo division implemented market
management processes, invested in information systems, and outsourced
warehouses and call centers which improved customer service and
profitability.

The company is making targeted investments in people, tools and technology
infrastructure.  These investments will support the extension of
continuous improvement efforts to the major work processes that support
the company and the customer.  United expects consistent delivery of its
services to improve the customer experience.

"We are committed to ongoing expense reduction, and the savings programs
will mitigate the inflationary cost pressure we face in 2006 and 2007,"
said Pete McDonald, UAL executive vice president and chief operating
officer.  "We are driving consistency and standardization to improve
results, and are focused on achieving our cost objectives while restoring
the high levels of operational performance posted in 2005."

                           Operations

The company continues to implement its resource optimization efforts
throughout the United system, resulting in an increase in first quarter
fleet utilization of 3 percent.  The company intends to further tighten
turn times at Dulles and O'Hare this year.  By closing remote terminals in
Los Angeles, San Francisco, and Washington Dulles, the company has
eliminated the need to bus passengers between terminals in the entire
United system.  In addition, employee productivity (available seat miles
divided by employee equivalents) was up 6 percent for the quarter compared
to the same period in 2005.

In the most recent data available from the U.S. Department of
Transportation, United was ranked second for the 12 months ending March
2006 in on-time arrival performance and ranked second in the least
mishandled baggage among the six major network carriers. Poor west coast
weather, record high load factors and tighter turn times put pressure on
United's operational performance in the first quarter.  For the first
quarter 2006, United was ranked sixth in on-time arrival performance and
ranked second in the least mishandled baggage among the six major network
carriers.

                      Fresh-Start Reporting

Upon emergence from its Chapter 11 proceedings in February 2006, the
company adopted fresh-start reporting in accordance with SOP 90-7 as of
February 1, 2006.  The company's emergence resulted in a new reporting
entity with no retained earnings or accumulated deficit as of February 1,
2006.  Accordingly, the company's financial information shown for periods
prior to February 1, 2006 is not comparable to consolidated financial
statements presented on or after February 1, 2006.

                             Outlook

United has issued the following capacity guidance for the second quarter
and full-year 2006:

    Capacity (ASM's)      Second Quarter       Full Year
    ----------------      --------------       ---------
    Mainline              +2.5% to 3.0%      +2.5% to 3.0%
    Regional Affiliates   +8.0% to 9.0%      +8.0% to 9.0%
    Consolidated          +3.0% to 3.5%      +3.0% to 3.5%

Capacity increases are driven by higher aircraft utilization as a result
of the company's resource optimization efforts.

The company expects mainline fuel price to average $2.15 per gallon for
the second quarter and $2.06 per gallon for the full year (including
taxes).  The company currently has no fuel hedges in place for the
remainder of 2006.

Excluding fuel, mainline CASM is expected to be up 3 to 4 percent in the
second quarter over the same period last year.

                         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.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  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.


UNIFI INC: Launches Private Placement of $225 Mil. Sr. Sec. Notes
-----------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) plans to commence a private placement offering of
$225 million of Senior Secured Notes due 2014.  In conjunction with the
offering of the notes, the Company will also enter into an amendment and
restatement of its existing senior secured asset-based revolving credit
facility.

The Company intends to use a portion of the net proceeds from this
proposed offering to complete its currently ongoing tender offer and
consent solicitation for all of its outstanding 6-1/2% Senior Notes due
2008.

The notes will be unconditionally guaranteed on a senior, secured basis by
each of the Company's existing and future restricted domestic
subsidiaries.  The notes and guarantees will be secured by first-priority
liens, subject to permitted liens, on substantially all of the Company's
and its subsidiary guarantors' assets, including, but not limited to,
property, plant and equipment, the capital stock of the Company's domestic
subsidiaries and domestic joint ventures and up to 65% of the voting stock
of the Company's first-tier foreign subsidiaries, whether now owned or
hereafter acquired, except for certain excluded assets.  The notes and
guarantees will be secured by second-priority liens, subject to permitted
liens, on the Company's and its subsidiary guarantors' assets that will
secure the Company's amended revolving credit facility on a first-priority
basis.

The notes to be offered 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 the registration
requirements of the Securities Act.

Headquartered in Greensboro, North Carolina, Unifi, Inc. --
http://www.unifi-inc.com/-- is a diversified producer and
processor of multi-filament polyester and nylon textured yarns and
related raw materials.  The Company adds value to the supply chain
and enhances consumer demand for its products through the
development and introduction of branded yarns that provide unique
performance, comfort and aesthetic advantages. Key Unifi brands
include, but not limited to: Sorbtek(R), A.M.Y.(R), Mynx(TM) UV,
Reflexx(R), MicroVista(R) and Satura(R).  Unifi's yarns and brands
are readily found in home furnishings, apparel, legwear and sewing
thread, as well as industrial, automotive, military and medical
applications.

                            *    *    *

Unifi Inc.'s 6-1/2% Notes due 2008 carry Moody's Investors
Service's Caa2 rating and Standard & Poor's CCC+ rating.


UNITED AGRI: S&P Puts Low-B Ratings on $850 Mil. Credit Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Greeley,
Colorado–based crop protection and agricultural products distributor
United Agri Products Inc.'s $850 million senior secured bank facility.

The credit facility consists of:

   * a $675 million asset-based revolving credit facility
     maturing 2011; and

   * a $175 million term loan due 2012.

The revolving credit facility was rated 'BB' (two notches higher than the
'B+' corporate credit rating on UAP) with a recovery rating of '1',
indicating a high expectation for full recovery of principal in the event
of a payment default.  The new term loan was rated 'BB-' (one notch higher
than the corporate credit rating) with a recovery rating of '1'.

"The ratings are based on preliminary terms and are subject to review upon
final documentation, said Standard & Poor's credit analyst Ronald
Neysmith.  "The ratings for the company's existing $500 million revolving
credit facility will be withdrawn upon closing of the new facility," he
continued.

At the same time, Standard & Poor's affirmed its 'B+' corporate credit
rating for UAP and revised the company's outlook to positive from stable.
The 'B+' rating on parent company UAP Holding Corp. also was affirmed, and
the outlook revised to positive.

UAP is expected to have about $428 million of lease-adjusted total debt
outstanding at closing.

The outlook revision recognizes the company's ongoing improvements in both
its financial credit measures and operating performance within the highly
volatile agriculture sector.  The ratings could be raised over the
intermediate term, if UAP continues to effectively manage and improve its
performance given the volatility in the sector while further reducing
leverage.

Net proceeds from the refinancing will be used to repay UAP Holding
Corp.'s $203.5 million 8.25% senior notes outstanding and $102.8 million
10.75% discount notes outstanding, as well as transaction costs.  Upon
completion of the transaction, ratings for the senior unsecured notes and
discount notes will be withdrawn.

The ratings on UAP Holding Corp. reflect its high debt and participation
in a highly variable and competitive farm supply industry.


USA COMMERCIAL: Section 341(a) Meeting Slated for May 17
--------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of USA
Commercial Mortgage Company’s creditors at 1:00 p.m., on
May 17, 2006, at Room 1500, 300 Las Vegas Boulevard South, in Las Vegas,
Nevada.  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.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


VERILINK CORP: Hires Powell Goldstein as Bankruptcy Counsel
-----------------------------------------------------------
Verilink Corporation and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Northern District of Alabama to employ
Powell Goldstein LLP as their bankruptcy counsel.

Powell Goldstein is expected to:

    a. advise, assist, and represent the Debtors with respect to
       their rights powers, duties, and obligations in the
       administration of their chapter 11 cases, the disposition
       of assets, the management of property, and the collection,
       preservation, and administration of assets;

    b. advise, assist, and represent the Debtors in connection
       with the analysis of the assets, liabilities, and financial
       condition of the Debtors;

    c. in connection with any sale of assets under Section 363 of
       the Bankruptcy Code, advise, assist, and represent the
       Debtors with regard to:

         * negotiations with parties in interest;

         * formulation, preparation, and presentation of
            associated documents;

         * drafting, filing, and presenting motions;

         * compliance with statutory requirements and recognition
           of practical considerations to maximize value for
           claimants, including, without limitation,
           classification and impairment of creditors, the rights
           of other parties-in-interest, environmental issues,
           taxation issues, and similar matters; and

         * assistance, advice, and representation with regard to
           compliance with applicable reporting and other
           requirements;

    d. to advise, assist, and represent the Debtors with regard
       to:

         * objection to, or subordination of, claims against the
           estate;

         * with regard to any claims and causes of action which
           the estate may have against various parties, including
           without limitation, claims for preferences, fraudulent
           conveyances, equitable subordination, to institute
           appropriate adversary proceedings or other litigation
           and to represent the Debtors with regard to such claims
           and causes of action; and

         * advise and represent the Debtors with regard to the
           review and analysis of legal issues incident to any of
           the foregoing;

    e. advise, assist, and represent them with regard to the
       investigation of the desirability and feasibility of the
       rejection or assumption or assignment of any executory
       contracts or unexpired leases;

    f. advise, assist, and represent the Debtors in connection
       with all applications, motions, or complaints concerning
       reclamation, adequate protection, sequestration, relief
       from the automatic stay, use of cash collateral,
       disposition or other use of assets of the estate, and all
       other similar matters;

    g. advise, assist, and represent the Debtors in connection
       with:

         * any sale of other disposition of any assets of the
           estate, including, without limitation, the
           investigation and analysis of the alternative methods
           affecting the same;

         * employment of auctioneers, appraisers or other persons
           to assist with regard to any asset sale;

         * negotiations with prospective purchasers;

         * the drafting of appropriate contracts, instruments of
           conveyance and other documents with regard to any asset
           sale;

         * the preparation, filing and service as required of
           appropriate motions, notices and other pleadings as
           necessary; and

         * the representation in connection with the consummation
           and closing of any transaction;

    h. prepare pleadings, applications, motions, reports, and
       other papers incidental to administration, and to conduct
       examinations as necessary pursuant to Rule 2004 of the
       Federal Rules of Bankruptcy Procedure or permitted under
       applicable law;

    i. provide support and assistance to the Debtors with regard
       to the proper receipt, disbursement, and accounting for
       funds and property of the estate and evaluation of any
       offers received;

    j. provide advice with regard to the requirements of the
       Bankruptcy Code, the Federal Rules of Bankruptcy Procedure,
       and the Local Rules of Practice for the U.S. Bankruptcy
       Court for the Northern District of Alabama and the estate's
       rights and powers with regard to such requirements, and the
       initiation and prosecution of appropriate proceedings;

    k. perform any and all other legal services incident or
       necessary to the proper administration of the Debtors'
       chapter 11 cases and the representation of the Debtors in
       the performance of the Debtors duties and exercise of the
       Debtors' rights and powers under the Bankruptcy Code;

    l. advise, assist and represent the Debtors generally in all
       corporate matters including with  respect to SEC filings
       and compliance with securities laws; and

    m. provide legal service of any nature, including without
       limitation, general corporate, litigation, tax, regulatory,
       and environment as by the Debtors in conducting the affairs
       of the estate, protecting the estate's assets or in other
       necessary or appropriate activity.

The Debtors tell the Court that the Firm's professionals bill:

      Professional                         Hourly Rate
      ------------                         -----------
      Wendy L. Hagenau, Esq.                  $425
      Brad A. Baldwin, Esq.                   $390
      Robert M.S. Mercer, Esq.                $355
      John Cleveland Hill, Esq.               $220
      Paralegals                              $175
      Case Assistants                          $65

Wendy L. Hagenau, Esq., a partner at Powell Goldstein, assures the Court
that her firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Ms. Hagenau can be reached at:

         Wendy L. Hagenau, Esq.
         Powell Goldstein LLP
         One Atlantic Center - Fourteenth Floor
         1201 West Peachtree Street, Northwest
         Atlanta, Georgia 30309-3488
         Tel: (404) 572-6600
         Fax: (404) 572-6999
         http://www.pogolaw.com/

                  About Verilink Corporation

Headquartered in Hunstville, Alabama, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The Company develops, manufactures and markets a broad
suite of products that enable carriers and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
Company and its debtor-affiliate, Larscom Inc., filed for chapter
11 protection on April 9, 2006 (Bankr. N.D. Ala. Case No. 06-80566
& 06-80567).  Robert McCay Dearing Mercer, Esq., at Powell
Goldstein LLP, represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$37,221,000 and total debts of $23,913,000.


VERILINK CORP: Bankruptcy Administrator Appoints 7-Member Panel
---------------------------------------------------------------
The Bankruptcy Administrator for the United States Bankruptcy Court for
the Northern District of Alabama appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in Verilink Corporation and its
debtor-affiliates chapter 11 cases:

    1. The Kennedy Company, LLC
       Representative: Brent R. Cohen, Esq.
       Rothgerber Johnson & Lyons LLP
       1200 17th Street, Suite 3000
       Denver, Colorado 80202-5855
       Tel: (303) 628-9521
       Fax: (303) 623-9222

    2. Flash Electronics, Inc.
       Representative: Jas Mundra
       4050 Starboard Drive
       Fremont, California 94538
       Tel: (510) 360-9068
       Fax: (510) 440-2844

    3. Jack P. Reily
       Reily Communications Consulting
       800 West 5th Street, #608
       Austin, Texas 78703
       Tel: (512) 322-9742
       Fax: (512) 320-9927

    4. CM Solutions, Inc.
       Representative: Jack O’Rear
       P.O. Box 10
       1005 Jefferson Drive
       Scottsboro, Alabama 35768
       Tel: (256) 259-6500
       Fax: (256) 259-1091

    5. HRH
       Representative: David W. Hobbs
       P.O. Box 10607
       2101 6th Avenue North, Suite 1200
       Birmingham, Alabama 35202-0607
       Tel: (205) 871-3300
       Fax: (205) 879-5508

    6. Micro Ram Electronics, Inc.
       Representative: Patrick Kraujalis
       222 Dunbar Court
       Oldsmar, Florida 34677
       Tel: (813) 854-5500
       Fax: (813) 818-9673

    7. Professional Teleconcepts, Inc.
       dba JT Communications, Inc.
       Representative: Theodore Wells
       20 Aviador Street
       Camarillo, California 93010
       Tel: (805) 528-8577
       Fax: (805) 987-8840

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

The Committee has selected Maynard, Cooper, Gale, P.C., to represent it in
the Debtors' chapter 11 cases.  The Committee also selected Arnall Golden
Gregory LLP as its co-counsel.

Headquartered in Hunstville, Alabama, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The Company develops, manufactures and markets a broad
suite of products that enable carriers and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
Company and its debtor-affiliate, Larscom Inc., filed for chapter
11 protection on April 9, 2006 (Bankr. N.D. Ala. Case No. 06-80566
& 06-80567).  Robert McCay Dearing Mercer, Esq., at Powell
Goldstein LLP, represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed total assets of
$37,221,000 and total debts of $23,913,000.


W.S. LEE: U.S. Trustee Amends Appointment of Creditors Committee
----------------------------------------------------------------
The U.S. Trustee for Region 3 amended its appointment of eleven creditors
who will serve on an Official Committee of Unsecured Creditors in W.S. Lee
& Sons, Inc. and its debtor-affiliate, Lee Systems Solutions, LLC's
chapter 11 cases:

   1. Ryder Truck Rental, Inc.
      dba Ryder Transportation Services
      Attn: Kevin P. Sauntry
      6000 Windward Parkway
      Alpharetta, GA 30005
      Tel: (770) 569-6511
      Fax: (770) 569-6712

   2. The Proctor & Gamble Distributing Company
      Attn: G.M. (Jay) Jones/Jackie S. Mulligan
      8500 Governors Hill Drive
      Cincinnati, OH 45249
      Tel: (513) 774-1782
      Fax: (513) 774-1298

   3. Dot Foods, Inc.
      Attn: Paul Kurjanski, Director of Credit
      1 Dot Way
      Mt. Sterling, IL 62353
      Tel: (217) 773-4411
      Fax: (217) 773-2717

   4. Star Foods & General Merchandise, Inc.
      Attn: Mark Lackritz
      24700 Chagrin Blvd., Suite 300
      Beachwood, OH 44122
      Tel: (216) 831-0992
      Fax: (216) 831-4386

   5. Guttman Oil Company
      Attn: Alan H. Sinning
      200 Speers Street
      Belle Vernon, PA 15012
      Tel: (724) 483-3533 Ext. 227
      Fax: (724) 489-5132

   6. Kessler's, Inc.
      Attn: Lindsay T. Straub
      1201 Hummel Avenue
      P.O. Box 126
      Lemoyne, PA 17043-0126
      Tel: (717) 763-7162
      Fax: (717) 763-4982

   7. Advantage Resource Group/Advantage Staffing, Inc.
      Attn: David A. Miller
      1600 Valley View Blvd.,
      Altoona, PA 16602
      Tel: (814) 944-3571
      Fax: (814) 944-1308

   8. K&K Gourmet Meats, Inc.
      Attn: Arthur Katz
      300 Washington Street
      Leetsdale, PA 15056
      Tel: (724) 266-8400
      Fax: (724) 266-8402

   9. Lavoi Corporation
      Attn: James J. Kelley, Jr.
      1775 Tullie Circle
      Atlanta, GA 30329
      Tel: (404) 325-1016
      Fax: (404) 325-1923

  10. Zilka & Company, LLC
      Attn: Phillip Zilka
      101 Surrey Street
      Monessen, PA 15062
      Tel: (724) 684-7231
      Fax: (724) 684-4743

  11. The Coca-Cola Company
      Attn: William Kaye
      P.O. Box 1734
      Atlanta, GA 30313
      Tel: (404) 676-4016
      Fax: (404) 598-4016

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.

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.
The Committee selected PENTA Advisory Services, LLC, as its Accountants
and Financial Advisors.  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: Panel Taps PENTA as Accountants and Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in W.S. Lee &
Sons, Inc.'s chapter 11 cases asks permission from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to retain PENTA Advisory
Services, LLC as its accountants and financial advisors.

The Committee selected PENTA because of the firm's extensive experience
and knowledge in representing parties, including creditors' committees, in
large reorganization cases under Chapter 11 of the Bankruptcy Code.

PENTA is expected to:

   a. advise the Committee with respect to accounting, financial,
      and operational issues related to the Debtors and proposed
      actions of the Debtors and other parties;

   b. analyze financial and operational information provided by
      the Debtors and the Debtors' financial advisors and advise
      the Committee regarding operations of the Debtors;

   c. assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with such creditors;
      and

   d. perform other accounting, financial, and operating
      consulting services as may be required and are deemed to be
      in the interests of the Committee in accordance with the
      Committee's powers and duties in the Bankruptcy Code.

Michael L. Atkinson, CPA, a managing director with PENTA Advisory
Services, LLC, assures the Court that PENTA does not hold any interests
adverse to the Debtors and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

According to Mr. Atkinson, PENTA's professionals bill:

              Professional               Hourly Rate
              ------------               -----------
          Managing Director              $350 - $420
          Principal                      $270 - $350
          Senior Engagement Manager      $200 - $300
          Senior Consultant              $160 - $275
          Consultant /Analyst            $120 - $230
          Administrative                     $80

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.


WINN-DIXIE: Has Until June 29 to File Plan of Reorganization
------------------------------------------------------------
At Winn-Dixie Stores, Inc., and its debtor-affiliates' request, Judge Funk
of the U.S. Bankruptcy Court for the Middle District of Florida extends
the Debtors' exclusive periods to:

     (a) propose one or more plans of reorganization to June 29,
         2006; and

     (b) solicit acceptances of those plans to Aug. 29, 2006.

The Official Committee of Unsecured Creditors and the Ad Hoc
Trade Committee supported the extension of the Debtors' exclusive
periods.

According to D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, the most significant open issue
remains the treatment of unsecured claims against each
of the individual affiliated Debtors, or in the alternative,
consideration of the substantive consolidation of the Debtors'
estates.

Negotiations with the Official Committee of Unsecured Creditors
regarding the appropriate structure of, and terms for, a plan of
reorganization continue.

Mr. Baker says the Debtors intend to continue refining their
business plan and providing representatives of the Creditors
Committee and other parties-in-interest with documents that will
help them in understanding the facts underlying the Substantive
Consolidation Issue.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Jenner as Special Insurance Litigation Counsel
----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority from
Judge Funk of the U.S. Bankruptcy Court for the Middle District of Florida
to employ Jenner & Block LLP as their special insurance litigation
counsel.

Jenner's services are in the nature of ordinary course professional
services and have been provided pursuant to the Court's order authorizing
the Debtors to retain and compensate Professionals used in the ordinary
course of business.

Prior to filing for bankruptcy, Jenner has advised the Debtors with
respect to a variety of insurance-related matters.  Jenner has served as
the Debtors' counsel in a breach of contract lawsuit
seeking payment of more than $8,900,000 owed by XL Insurance
America, Inc., or, in the alternative, Marsh USA Inc., in
connection with hurricane damage incurred by the Debtors in 2004,
D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates.

As a result of increased activity in the Litigation and the
likelihood that it will proceed to trial, the Debtors anticipate
that the cost of services they will require from Jenner going
forward will exceed the monthly and case caps provided in the OCP
Order, Mr. Baker tells the Court.

To the best of the Debtors' knowledge:

    (a) Jenner neither holds nor represents any interest adverse
        to their estates with respect to the services for which it
        will be employed; and

    (b) Jenner has had no affiliation with the Debtors, their
        creditors or any party-in-interest, or their attorneys and
        accountants, the United States Trustee, any person
        employed in the office of the United States Trustee, or
        the Bankruptcy Judge presiding over the Debtors' cases.

Jenner's hourly rates are:

                 Professional             Hourly Rate
                 ------------             -----------
                 John H. Mathias, Jr.         $670
                 Christopher C. Dickinson      485
                 John P. Wolfsmith             420
                 Joseph F. Arias               325
                 Rebecca L. Miller             160
                 Project Assistants            120

John H. Mathias, Jr., Esq., a partner at Jenner, discloses that
during the 90 days prior to filing for bankruptcy, the Debtors paid the
firm in the ordinary course prepetition legal fees and
expenses:

               Date of Payment              Amount
               ---------------              ------
                 11/29/2004                 $1,920
                 01/17/2005                  1,125
                 01/16/2005                  1,541
                 02/18/2005                 12,560

There remain unpaid prepetition fees and expenses totaling
$1,700, to which Jenner waives any claim, Mr. Mathias tells the
Court.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Gets Open-Ended Deadline on 12 Leases
-------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of Florida
modifies its previous order, by extending Winn-Dixie Stores, Inc., and its
debtor-affiliates' deadline to move to assume or reject the unexpired
leases for Store Nos. 328, 356, 611, 662, 2323, 2330, 254, 278, 217, 353,
221, and 209 Palm Johnston Plaza, through the earlier of:

    (a) the date on which the Debtors begin soliciting votes on
        the Plan; or

    (b) May 19, 2006.

As reported in the Troubled Company Reporter on April 12, 2006, the
Debtors proposed that each Lessor be permitted to seek to shorten the
Extension Period for cause with respect to a
particular Unexpired Lease.

Judge Funk rules that provided that a motion to assume or reject
the Unexpired Leases has been filed prior to the hearing to
consider confirmation of the Debtors plan of reorganization, the
period within which the Debtors must assume or reject the
Unexpired Leases is extended through the date on which the
Debtors' Plan becomes effective.

The Court extended the Debtors' lease decision period for Store
Nos. 188, 279, and 290 through the earlier of:

    (a) the date on which the Debtors begin soliciting votes on
        the Plan; and

    (b) May 19, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLDCOM INC: Asks Court to Reject Larice Davis’ $5 Million Claim
-----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to expunge Claim No. 31699.

On November 17, 1997, Larice Davis began working for SkyTel
Communications, Inc., as a One-Way Customer Service Representative in
Jackson, Mississippi.  In 1998, Ms. Davis applied for several positions in
the Corporate Communications.
However, Ms. Davis was not accepted in any of the positions was notified
via e-mail that the positions had been filled.

Ms. Davis contended that she did not receive one of the Corporate
Communications positions because she is African-American, and maintained
that Caucasian females and males filled most of the Corporate
Communications positions.

According to Ms. Davis, she did not file a Charge of Discrimination with
the Equal Employment Opportunity Commission because she was not able to
take care of the business for about two months.  Mr. Davis related that in
late 2001, she was contacted by class action attorneys who advised her
that she did not need to file a Charge of Discrimination.  In addition,
she was in the midst of negotiations to settle the class action on the
Petition Date.

On Jan. 23, 2003, Ms. Davis filed Claim No. 31699 for $5,000,000.

Erin C. Kobler, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, tells the Court that it is well-settled that an employee
raising a claim of discrimination under Title VII of the
Civil Rights Act of 1964 must file a charge of discrimination with the
EEOC before commencing a lawsuit against her employer.
The charge must be filed with the EEOC within 180 days of the alleged
discriminatory employment practice.  However, the claimant may file the
charge with the EEOC within 300 days if the charge was initially filed
with the relevant state or local equal employment agency.  A claim is time
barred if it is not filed within those time limits.

Ms. Kobler emphasizes that to the extent that Ms. Davis wants to assert a
claim under the Civil Rights Act, she has clearly failed to exhaust her
administrative remedies.

In any event, no one prevented Ms. Davis her from filing a Charge of
Discrimination after her employment was terminated on
March 12, 2001, Ms. Kobler notes.

Ms. Kobler asserts that Ms. Davis has not demonstrated that her rejection
occurred under circumstances giving rise to an inference of discrimination
based upon her race, nor has she shown any other evidence of
discriminatory intent.  Accordingly, Ms. Davis has failed to establish a
prima facie case of discrimination in promotion.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known as MCI --
http://www.worldcom.com/-- is a pre-eminent global communications
provider, operating in more than 65 countries and maintaining one of the
most expansive IP networks in the world.  The Company filed for chapter 11
protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the Debtors
listed $103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on October 31, 2003, and on
April 20, 2004, the company formally emerged from U.S. Chapter 11
protection as MCI, Inc. (WorldCom Bankruptcy News, Issue No. 117;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Hold 'em Networking Event
         TBA, St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      InterChapter Texas Hold 'em
         TBA - Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Amendments to the Bankruptcy Code - Seven Months Later
         Mid-Day Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or
                  http://www.ibanet.org/

May 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA – New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Wicked Theatre Event
         Oriental Theatre, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Seminar
         National Cable Television Center & Museum, Denver, CO
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow Workshop
         Standard Club, Chicago, Illinois
            Contact: http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Forensic Accounting (Arizona Chapter Meeting)
         Arizona
            Contact: http://www.turnaround.org/

May 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Great Lakes Regional Conference and Golf Tournament
         Ellicottville, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 23, 2006
   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Audio Conference
            Contact: 240-629-3300 or
            http://www.beardaudioconferences.com/

May 23-26, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      5th ABI Litigation Skills Symposium
         King and Spalding LLP, Atlanta, Georgia
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Doctor Heal Thyself - Health Care Turnaround
         Portland, Oregon
            Contact: http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Session
         TBA, Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing –
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 8-9, 2006
   MEALEYS PUBLICATION
      Asbestos Bankruptcy Conference
         Ritz-Carlton Hotel, Chicago, Illinois
            Contact: http://www.mealeys.com/

June 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      How Are the Old Clients Doing?
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Charity Golf Outing
         Harborside Golf Course, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing / Spouse Social
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Afghanistan – The Ultimate Turnaround Challenge
         Oak Hill Country Club, Rochester, New York
            Contact: http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      What to Do When Internal Crime Strikes Your Company
         New Jersey
            Contact: http://www.turnaround.org/

June 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Lenders Panel - Arizona Chapter
         National Bank of Arizona Conference Center, Phoenix, AZ
            Contact: http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006
   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swissôtel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7–9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11–15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6–8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers — the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices for bond
issues that reportedly trade well below par.  Prices are obtained by TCR
editors from a variety of outside sources during the prior week we think
are reliable.  Those sources may not, however, be complete or accurate.
The Monday Bond Pricing table is compiled on the Friday prior to
publication.  Prices reported are not intended to reflect actual trades.
Prices for actual trades are probably different.  Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or sell any
security of any kind.  It is likely that some entity affiliated with a TCR
editor holds some position in the issuers' public debt and equity
securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per share in
public markets.  At first glance, this list may look like the definitive
compilation of stocks that are ideal to sell short.  Don't be fooled.
Assets, for example, reported at historical cost net of depreciation may
understate the true value of a firm's assets.  A company may establish
reserves on its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency- related conferences are
encouraged.  Send announcements to conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11 cases
involving less than $1,000,000 in assets and liabilities delivered to
nation's bankruptcy courts.  The list includes links to freely
downloadable images of these small-dollar petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are available at
your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition of the
TCR.

For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911.  For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken
Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony Lopez, Emi
Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
Christian Q. Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A.
Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
photocopying) is strictly prohibited without prior written permission of
the publishers.  Information contained herein is obtained from sources
believed to be reliable, but is not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-mail.
Additional e-mail subscriptions for members of the same firm for the term
of the initial subscription or balance thereof are $25 each.  For
subscription information, contact Christopher Beard at 240/629-3300.

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