TCR_Public/060512.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 12, 2006, Vol. 10, No. 112

                             Headlines

155 EAST: Posts $13.9 Million Net Loss in 2005
438 BOSTON: Voluntary Chapter 11 Case Summary
ABB LUMMUS: Disclosure & Confirmation Hearings Set for June 21
AMERICAN TONERSERV: Auditor Raises Going Concern Doubt
AMERIQUEST MORTGAGE: S&P Cuts Ratings on Five Certificate Classes

AMKOR TECHNOLOGY: S&P Junks Ratings on New $450 Million Notes
APOGEE TECH: Miller Wachman Raises Going Concern Doubt
ARMSTRONG WORLD: Trade Creditors Transfer $7.7 Million of Claims
ASARCO LLC: Wants Modified Hedging Program Approved
ASARCO LLC: Ct. Vacates Rejection Order in Mossy Creek Option Pact

ASARCO LLC: Mossy Creek Objects to Tennessee Mine Proposed Sale
ATLAS PIPELINE: Sells $20 Mil. Common Units to Wachovia Securities
AVP PRO BEACH: Dec. 31 Balance Sheet Upside-Down by $604,260
BARCLAYS CAPITAL: Moody's Rates Preferred Shares at B1
CHATTEM INC: Appoints Robert Long as Chief Accounting Officer

CLEARCOMM LP: Kevane Soto Raises Going Concern Doubt
COMMODORE APPLIED: Tanner LC Raises Going Concern Doubt
CREDIT SUISSE: S&P Puts Low-B Ratings on Six Certificate Classes
CRICKET COMMS: Moody's Rates $1.1 Billion Bank Facility at (P)B2
CS HOLDING: Moody's Rates $385 Million Sr. Sec. Term Loan at B1

CVS CORP: Moody's Reviews Rating on $125MM Certs. & may Downgrade
DEAN FOODS: Moody's Rates $300 Million Senior Unsec. Bonds at Ba2
DELPHI CORP: Wants to Pay $60 Mil. in Bonuses to Salaried Workers
DELTA AIR: Has Until October 16 to Make Lease-Related Decisions
DELTA AIR: Inks Pact with U.S. Bank & Portland Airport Operator

DRYDEN XI: Moody's Places Ba2 Rating on $23.6 Million Notes
DYNCORP INTL: Prices Common Shares for IPO at $15 Per Share
EMERGE CAPITAL: Dec. 31 Balance Sheet Upside-Down by $3.9 Million
EMILIAN ELEFTERATOS: Case Summary & 12 Largest Unsecured Creditors
EMMIS COMMS: Aborted Washington Nationals Buy-Out Lowers Income

FALCON AIR: Case Summary & 20 Largest Unsecured Creditors
FISHERS OF MEN: Taps James McGuire as Bankruptcy Counsel
FLYI INC: Wants to Walk Away from Seven IAE Purchase Contracts
FLYI INC: Courts Okays Rejection of Virginia DIP Building Lease
GENERAL MOTORS: Declares $445MM Earnings after 1st Qtr. Adjustment

INFORMATION ARCHITECTS: Jaspers + Hall Raises Substantial Doubt
INTEGRATED ELECTRICAL: Receives "Wells Notice" from SEC Staff
INTEGRATED ELECTRICAL: Five Directors Own IES Common Stock
INTERPOOL INC: Improved Balance Sheet Prompts S&P's Positive Watch
JOHN DEVLIN: Case Summary & 17 Largest Unsecured Creditors

KAIRE HOLDINGS: Accumulated Deficit Prompts Going Concern Doubt
KELLWOOD CO: Moody's Cuts Rating on $270 Mil. Senior Notes to Ba3
KERR-MCGEE CORP: Improved Performance Prompts S&P's Stable Outlook
KL INDUSTRIES: Wants to Borrow Funds from LaSalle Bank
LEAP WIRELESS: To Conduct Forward Sale of $250MM of Common Stock

LIFEGATE REALTY: Case Summary & 6 Largest Unsecured Creditors
LONG BEACH: Moody's Junks Rating on Class M3 Certificates
MAC MULCH: Case Summary & 14 Largest Unsecured Creditors
MAGSTAR TECH: March 31 Balance Sheet Upside-Down by $4.1 Million
MARKSON ROSENTHAL: Conducting Auction Sale of Assets on May 24

MESABA AVIATION: Can Make Expense Reimbursement Deposits
MESABA AVIATION: Hires Bredhoff & Hunton Law Firms as Mediators
MOONEY AEROSPACE: Bernstein & Pinchuk Raises Going Concern Doubt
MUZAK HOLDINGS: Posts $48.5 Million Net Loss in 2005
NEVADA POWER: Prices Offering for $250 Mil. of 6.5% Mortgage Notes

NORTHWEST AIRLINES: Can Assume G2 SwitchWorks Stock Agreement
NORTHWEST AIRLINES: Taps Deloitte as Tax Service Provider
OWENS CORNING: Inks Plan Terms Agreement with Key Creditor Groups
PAETEC CORP: S&P Junks Rating on Proposed $125 Mil. Sr. Sec. Loan
PLYMOUTH RUBBER: Files Amended Ch. 11 Plan & Disclosure Statement

PREMIUM PAPERS: Files Schedules of Assets and Liabilities
PROCARE AUTOMOTIVE: Court Approves BB&T as Investment Bankers
PROCARE AUTOMOTIVE: Court Approves Landau Public as PR Advisor
PTC ALLIANCE: Files Voluntary Chapter 11 Petition in Pennsylvania
PTC ALLIANCE: Voluntary Chapter 11 Case Summary

QUALITY RESTAURANTS: Voluntary Chapter 11 Case Summary
REUNION INDUSTRIES: Mahoney Cohen Raises Going Concern Doubt
RIVIERA TOOL: Files Second Quarter Financials for 2006 Fiscal Year
ROMAN CORP: Sells All Assets to Forest Resources' Subsidiary
SANDERS GRAIN: Case Summary & 19 Largest Unsecured Creditors

SGS INT'L: Earns $19.8 Million During Year Ended Dec. 30, 2005
SILICON GRAPHICS: CFO Says Restructuring to Cost $15 Million
SILICON GRAPHICS: Prelim. 3rd Qtr. Results Show $43 Mil. Net Loss
TAG-IT PACIFIC: Singer Lewak Raises Going Concern Doubt
TAG-IT PACIFIC: Restates 2005 Second & Third Quarter Financials

THE BOOK MARKET: Case Summary & 40 Largest Unsecured Creditors
THE GREAT COMMISSION: Case Summary & 20 Largest Unsec. Creditors
TITAN CRUISE: Courts Okays GrayRobinson as Special Counsel
TRANSMONTAIGNE INC: Earns $25.7 Million in Third Fiscal Quarter
TRANSMONTAIGNE: Likely to Accept Morgan Stanley's Merger Offer

TRIGEM COMPUTER: Representative Files 1st Section 1518(1) Report
TRIGEM COMPUTER: Posts KRW831 Billion Net in 2005
UNIFI INC: Moody's Junks Rating on Proposed $225 Mil. Senior Notes
U.S. ANTIMONY: DeCoria Maichel Raises Going Concern Doubt
USA COMMERCIAL: Wants to Return $8.9 Million to Investors

VANGUARD CAR: S&P Rates $975 Million Secured Credit Facility at BB
VITAL LIVING: Epstein Weber Raises Going Concern Doubt
W.R. GRACE: Wants Plan-Filing Period Stretched to July 24
W.S. LEE: Gets Court Okay to Hire Phoenix as Financial Advisor
WHIRLPOOL CORP: Maytag Integration to Affect 4,500 Jobs

WINN-DIXIE: Wants to Assume Modified Hallmark Marketing Agreement
WINN-DIXIE: Agrees to Sell 21 Stores for $15 Mil. to 14 Purchasers
WINN-DIXIE: Court Okays Rejection of Six Contracts & Leases
WOODWAYS INC: Case Summary & 20 Largest Unsecured Creditors
WORLD HEART: PwC Raises Going Concern Doubt Over Recurring Losses

* BOOK REVIEW: THE ITT WARS: An Insider's View of Hostile
               Takeovers

                             *********

155 EAST: Posts $13.9 Million Net Loss in 2005
----------------------------------------------
155 East Tropicana, LLC, disclosed full year operating results for
the period ended Dec. 31, 2005, and for the ten months ended
Oct. 31, 2005, for Hotel San Remo Casino and Resort.

Prior to renovation, re-branding and its grand opening in
February 2006, the Hooters Casino Hotel was formerly known as the
Hotel San Remo Casino and Resort.  Through Oct. 31, 2005, the
Company leased the hotel and casino to Eastern & Western Hotel
Corporation, the former owner and operator of the Hotel San Remo.
The Company then assumed operational responsibility for the hotel
and casino on Nov. 1, 2005, after receiving approval for its state
gaming license.

During 2005, the Company generated $8 million in net revenues, and
a net loss of $13.9 million.

"While our fourth quarter results are not indicative of our future
expectations, as anticipated, they were impacted by construction
disruption related to the renovation," stated Mr. Neil Kiefer,
Chief Executive Officer.  "More importantly, we were thrilled to
celebrate Hooters Casino Hotel's grand opening in February, and
are very pleased to have completed construction and refurbishment
within our budget.  In the first two months of operations, we have
been encouraged by the number of guests at the property, and
believe this is testament to the strength of the Hooters brand and
its appeal to Las Vegas visitors."

                  Combined 4th Quarter Results

The combined net operating revenues for the three months ended
Dec. 31, 2005, for the Company and its predecessor, Hotel San Remo
Casino and Resort, were $4.5 million, compared to net revenues of
$7.9 million in the fourth quarter of last year, a decrease of
$3.4 million or 43.2%.  The decrease in revenue is attributable to
the impact of construction disruption on existing facilities
related to the renovation of the hotel and casino.

Combined casino revenues were $1.8 million in the fourth quarter,
down 43.1% from the $3.1 million casino revenues in fourth quarter
2004.  Casino revenues included $500,000 from table games and
$1.2 million from slot machines.  Approximately 50% of the slot
floor was shut down during the fourth quarter of 2005 due to
remodeling.  Food and beverage revenue was $1.1 million for the
quarter as compared to $1.9 million in the fourth quarter of 2004.
Food revenue decreased largely as a result of a 75.3% decline in
covers in the restaurants as a result of substantial closures for
remodeling.  Hotel revenue decreased 41.9% to $2.1 million in the
fourth quarter of fiscal 2005, from $3.6 million in the fourth
quarter of last year as a significant number of rooms were removed
from operations for remodeling.

Combined EBITDA was $(5.2) million in the fourth quarter.  This
compares to $1.6 million in the fourth quarter of last year.
EBITDA for this year's fourth quarter includes $1.3 million in
pre-opening expense.

For the fourth quarter, combined casino expenses were $1.8
million, or 101.1% of casino revenues, compared to $1.6 million,
or 53% of casino revenues for the fourth quarter of last year.
Food and beverage expenses were $1.5 million or 136.8% of food and
beverage revenues in the fourth quarter, which compares to $1.6
million or 81.3% of food and beverage revenues for the fourth
quarter of last year.  Hotel expenses were $1 million or 49.0% of
hotel revenues in the fourth quarter versus $1 million, or 28.5%
of hotel revenues for the fourth quarter of fiscal 2004.

Combined selling, general and administrative expenses were $2.3
million or 51.6% of net revenues for the fourth quarter of 2005,
compared to $2.5 million, or 31.6% of net revenues in the fourth
quarter of last year.

Combined depreciation expense of $800,000 was incurred during the
quarter ended December 31, 2005.

The combined operating loss was approximately $6 million for the
fourth quarter of 2005, compared to operating income of
approximately $1 million in the fourth quarter of fiscal 2004.

Combined interest income of $500,000 was earned for the three
months ended Dec. 31, 2005, largely on the funds received from the
March 2005 $130 million note offering.  Interest expense on the
$130 million in notes was $2.7 million.

The loss before income taxes for the quarter ended Dec. 31, 2005
is approximately $8.2 million, as compared to a loss of
approximately $1.1 million for the same quarter in 2004.

As of December 31, 2005, the Company had cash on hand of
approximately $14.2 million and restricted cash of $29.3 million.
The restricted cash is being used to fund construction, interest
reserves and working capital needs for the casino.  The Company's
current cash and restricted cash balances and operating cash
flows, are expected to provide sufficient resources to meet
existing debt obligations and current planned capital expenditure
requirements for the renovation and construction.

A full-text copy of the Company's annual report for 2005, filed
with the Securities and Exchange Commission, is available for free
at:

                 http://researcharchives.com/t/s?8e3

155 East Tropicana, LLC, owns the Hotel San Remo Casino and Resort
in Las Vegas, Nevada, which it has re-branded as Hooters Casino
Hotel.  Hooters celebrated its grand opening on Feb. 2, 2006.  The
property is located one-half block from the intersection of
Tropicana Avenue and Las Vegas Boulevard, a major intersection on
the Las Vegas Strip.  The Hotel San Remo currently features 711
hotel rooms and an approximately 24,000 square-foot casino.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Standard & Poor's Ratings Services revised its outlook on 155 East
Tropicana LLC to positive from stable.  At the same time, Standard
& Poor's affirmed its ratings on 155 East Tropicana, including its
'B-' corporate credit rating.  Total debt outstanding at Sept. 30,
2005, was $130 million.  The outlook revision reflected Standard &
Poor's expectation that operating performance of the newly
re-branded Hooters Casino Hotel will be good upon opening.


438 BOSTON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 438 Boston Post Road, LLC
        11 Dales Drive
        Woodbridge, Connecticut 06525
        Tel: (203) 245-5757

Bankruptcy Case No.: 06-30663

Chapter 11 Petition Date: May 11, 2006

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: William J. Nulsen, Esq.
                  Snow & Hollo
                  69 Wall Street
                  Madison, Connecticut 06443
                  Tel: (203) 245-4800
                  Fax: (203) 245-4495

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ABB LUMMUS: Disclosure & Confirmation Hearings Set for June 21
--------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware set a combined hearing on June 21, 2006, to
determine the adequacy of ABB Lummus Global Inc.'s Disclosure
Statement and confirmation of its prepackaged Chapter 11 Plan of
Reorganization.

Objections to the Disclosure Statement or Plan must be filed by
4:00 p.m., on June 1, 2006.

The Debtor tells the Court that the Plan was developed through
extensive discussions among:

    * the Debtor;

    * its indirect parent, ABB Ltd.;

    * Richard B. Schiro, the future claimants' representative for
      unknown and future holders of the Debtor's Asbestos PI Trust
      Claims;

    * an informal committee comprised of representatives of
      certain claimants with claims against the Debtor and
      Combustion Engineering;

    * representatives of certain cancer claimants with claims
      against Combustion Engineering in Combustion's bankruptcy
      case;

    * the Official Committee of Unsecured Creditors appointed in
      Combustion's bankruptcy proceedings; and

    * David Austern, the future claimants representative appointed
      in Combustion's bankruptcy proceedings.

                    Overview of the Plan

The Plan addresses the asbestos-related personal injury
liabilities of the Debtor and the Asbestos Protected Parties.  The
Plan provides for the issuance of the Lummus Asbestos PI
Channeling Injunction pursuant to Sections 105 and 524(g) of the
Bankruptcy Code that will result in the channeling of all
asbestos-related personal injury liabilities, to the Lummus
Asbestos PI Trust, of Lummus and other Asbestos Protected Parties,
including:

   -- ABB Lummus Global Construction Co., a former affiliate
      merged with the Debtor on June 28, 2005, and

   -- ABB Lummus Global International Corporation, a wholly owned
      subsidiary of the Debtor,

                       Terms of the Plan

Under the prepackaged Plan, these claims will be paid in full:

    * Administrative Expense Claims;
    * Tax Claims;
    * Priority Claims;
    * Secured Claims;
    * Workers' Compensation Claims; and
    * General Unsecured Claims.

Non-Debtor Affiliate Intercompany Claims will be paid in full
subject to the subordination provisions described in the ABB Ltd.,
and Non-Debtor Affiliate Settlement Agreement.

Holders of Equity Interests in the Debtor will retain their
interests subject to the pledge and security interest in 51% of
the issued and outstanding shares of Capital Stock of the Debtor.
The shares will be held by ABB Oil & Gas on the Effective Date to
secure the Lummus Note and the guaranty provided by ABB Ltd., ABB
Holdings, and ABB Oil & Gas with respect to the Debtor's payment
obligation under the Lummus Note.

All Lummus Asbestos PI Trust Claims will be subject to the Lummus
Asbestos PI Channeling Injunction.  Other than Settled Asbestos
Claims, all Lummus Asbestos PI Trust Claims will be evaluated,
determined, and paid, pursuant to the terms, provision, and
procedures of the Lummus Asbestos PI Trust Distribution
Procedures.  The Lummus Asbestos PI Trust will funded in
accordance with the provision of Article 7 of the Plan and the
Lummus PI Trust Agreement.

A full-text copy of the Debtor's Disclosure Statement and
Prepackaged Chapter 11 Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?8d6

                      About ABB Lummus

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


AMERICAN TONERSERV: Auditor Raises Going Concern Doubt
------------------------------------------------------
Stonefield Josephson, Inc., in San Francisco, California, raised
substantial doubt about American TonerServ Corp., fka Q MATRIX,
Inc.'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 losses in the past two years,
negative working capital, and shareholders' deficit.

The Company reported a $443,906 net loss on $440,406 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $117,091 in
total assets and $1,531,399 in total liabilities, resulting in a
$1,414,308 shareholders' deficit.

The Dec. 31 balance sheet also showed strained liquidity with
$102,424 in total current assets available to pay $1,226,546 in
total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8dd

Headquartered in Santa Rosa, California, American TonerServ Corp.,
fka Q MATRIX, Inc. -- http://www.americantonerserv.com/-- repairs
and maintains office equipment of small and mid sized businesses.


AMERIQUEST MORTGAGE: S&P Cuts Ratings on Five Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from five series of mortgage pass-through certificates
issued by Ameriquest Mortgage Securities Inc. and placed them on
CreditWatch with negative implications.  At the same time,
ratings on 470 classes from 49 series are affirmed.

The ratings on the five classes that are lowered and placed on
CreditWatch negative reflect the adverse performance of the
collateral pools backing these transactions.  During the past 12
months, monthly net losses have outpaced monthly excess interest
by more than 90%, on average.  As a result, overcollateralization
for each of these transactions is below its respective target.
Furthermore, cash flow projections indicate monthly net losses
will continue to exceed monthly excess spread, thus, further erode
the o/c for each transaction.  As of the April 2006 remittance
period, total delinquencies for these transactions ranged from
21.01% (series 2001-3) to 25.14% (series 2002-2).  Cumulative
realized losses ranged from 1.30% (series 2003-1) to 2.16% (series
2001-3).  In addition, these transactions have outstanding pool
balances of less than 16%.

Standard & Poor's will continue to closely monitor the performance
of these transactions with ratings on CreditWatch negative.  If
losses decline to a point where they no longer outpace excess
interest, and o/c has not been further eroded, the ratings on
these classes will be affirmed and removed from CreditWatch
negative.  Conversely, if losses continue to outpace excess
interest, further downgrades can be expected.

The affirmed ratings reflect adequate actual and projected credit
support percentages, as well as the shifting interest structure of
the transactions.  As of the April 2006 remittance period, total
delinquencies ranged from 0.59% (series 2003-IA1) to 37.35%
(series 2001-2).  All of the transactions issued in 2005 have
total delinquencies of 10% or less, while those issued in 2004
have total delinquencies that are generally below 15%.  Cumulative
realized losses ranged from less than 0.01% (series 2005-R8, 2005-
R6, 2003-IA1) to 1.48% (series 2002-1).  These transactions are
either at or close to the respective o/c targets.

Credit support is provided by subordination, o/c, and excess
spread.  The collateral consists of 30-year, adjustable-rate,
fully amortizing, subprime mortgage loans secured by first liens
on one- to four-family residential properties.

         Ratings Lowered and Placed on Creditwatch Negative

                 Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates

                                      Rating
                                      ------
            Series   Class      To                From
            ------   -----      --                ----
            2001-3   M-3        BB/Watch Neg      BBB
            2002-2   M-4        BB/Watch Neg      BBB-
            2002-3   M-4        BB/Watch Neg      BBB-
            2002-C   M-2        BB/Watch Neg      BBB-
            2003-1   M-4        BB/watch Neg      BBB-

                         Ratings Affirmed

                Ameriquest Mortgage Securities Inc.
                 Mortgage pass-through certificates

    Series    Class                                      Rating
    ------    -----                                      ------
    2001-2    M-1                                          AAA
    2001-2    M-2                                          A+
    2001-2    M-3                                          BBB
    2001-3    M-2                                          AA
    2002-1    S                                            AAA
    2002-1    M-2                                          AA
    2002-1    M-3                                          BBB
    2002-1    M-4                                          BBB-
    2002-2    S                                            AAA
    2002-2    M-2                                          AA
    2002-2    M-3                                          BBB
    2002-3    M-1                                          AAA
    2002-3    M-3                                          A+
    2002-3    M-3                                          BBB
    2002-4    M-1                                          AAA
    2002-4    M-2                                          AA-
    2002-4    M-3                                          BBB
    2002-4    M-4                                          BBB-
    2002-5    S, M-1                                       AAA
    2002-5    M-2                                          AA-
    2002-5    M-3                                          BBB
    2002-AR1  M-1, M-2, M-3                                AAA
    2002-AR1  M-4                                          AA+
    2002-C    M-1                                          BBB
    2002-D    M-1                                          A
    2002-D    M-2                                          BBB+
    2003-1    M-1                                          AA+
    2003-1    M-2                                          A+
    2003-1    MF-3, MV-3                                   BBB
    2003-2    M-1                                          AA+
    2003-2    M-2                                          A+
    2003-2    M-3                                          BBB
    2003-2    M-4                                          BBB-
    2003-3    M-1                                          AA
    2003-3    M-2                                          A
    2003-3    M-3                                          BBB+
    2003-3    M-4                                          BBB
    2003-4    M-1                                          AAA
    2003-4    M-2                                          AA+
    2003-4    M-3                                          AA
    2003-4    M-4                                          A+
    2003-4    M-5                                          A
    2003-5    A-4, A-5, A-6                                AAA
    2003-5    M-1                                          AA+
    2003-5    M-2                                          AA
    2003-5    M-3                                          A-
    2003-5    M-4                                          BBB+
    2003-6    AV-1, AV-2, AF-3, AF-4                       AAA
    2003-6    M-1                                          AA
    2003-6    M-2                                          A
    2003-6    M-3                                          A-
    2003-6    M-4                                          BBB+
    2003-6    M-5                                          BBB
    2003-6    M-6                                          BBB-
    2003-7    A                                            AAA
    2003-7    M-1                                          AAA
    2003-7    M-2                                          AA+
    2003-7    M-3                                          A+
    2003-7    M-4                                          A-
    2003-7    M-5                                          BBB-
    2003-8    AV-1, AV-2, AF-3, AF-4                       AAA
    2003-8    AF-5                                         AAA
    2003-8    M-1                                          AA
    2003-8    M-2                                          A
    2003-8    M-3                                          A-
    2003-8    M-4                                          BBB+
    2003-8    M-5                                          BBB
    2003-8    MV-6, MF-6                                   BBB-
    2003-9    AV-1, AV-2, AF-2, AF-3, S                    AAA
    2003-9    M-1                                          AA
    2003-9    M-2                                          A
    2003-9    M-3                                          A-
    2003-9    M-4                                          BBB+
    2003-9    M-5                                          BBB
    2003-9    M-6                                          BBB-
    2003-10   AV-1, AF-4, AF-5, AF-6                       AAA
    2003-10   M-1                                          AA
    2003-10   M-2                                          A
    2003-10   M-3                                          A-
    2003-10   M-4                                          BBB+
    2003-10   M-5                                          BBB
    2003-10   MV-6, MF-6                                   BBB-
    2003-11   AV-1, AV-2, AV-4, AF-2                       AAA
    2003-11   AF-4, AF-5, AF-6                             AAA
    2003-11   M-1                                          AA
    2003-11   M-2                                          A
    2003-11   M-3, M-3A, M-3B                              A-
    2003-11   M-4A, M-4B                                   BBB+
    2003-11   M-5                                          BBB
    2003-11   M-6                                          BBB-
    2003-12   AV-1, AV-2, AF, S                            AAA
    2003-12   M-1                                          AA
    2003-12   M-2                                          A
    2003-12   M-3                                          A-
    2003-12   M-4                                          BBB+
    2003-12   M-5                                          BBB
    2003-12   M-6                                          BBB-
    2003-13   AV-1, AV-2, AF-4, AF-5, AF-6                 AAA
    2003-13   M-1                                          AA
    2003-13   M-2                                          A
    2003-13   M-3                                          A-
    2003-13   M-4                                          BBB+
    2003-13   M-5                                          BBB
    2003-13   M-6                                          BBB-
    2003-AR1  A-2                                          AAA
    2003-AR1  M-1                                          AA+
    2003-AR1  M-2                                          A
    2003-AR1  M-3                                          BBB
    2003-AR1  M-4                                          BBB-
    2003-AR2  M-1                                          AAA
    2003-AR2  M-2                                          AA-
    2003-AR2  M-3                                          BBB
    2003-AR3  M-1                                          AAA
    2003-AR3  M-2                                          A+
    2003-AR3  M-3                                          A
    2003-AR3  M-4                                          BBB+
    2003-AR3  M-5                                          BBB
    2003-AR3  M-6                                          BBB-
    2003-IA1  A-1, A-2, A-3, A-4, A-5, A-6                 AAA
    2003-IA1  MV-1, MF-1                                   AA
    2003-IA1  M-2                                          A
    2003-IA1  M-3                                          BBB
    2004-FR1  A-4, A-5, A-6, A-7                           AAA
    2004-FR1  M-1                                          AA+
    2004-FR1  M-2                                          AA
    2004-FR1  M-3                                          AA-
    2004-FR1  M-4                                          A+
    2004-FR1  M-5                                          A
    2004-FR1  M-6                                          A-
    2004-FR1  M-7                                          BBB+
    2004-FR1  M-8                                          BBB
    2004-FR1  M-9                                          BBB-
    2004-IA1  A-2, A-3                                     AAA
    2004-IA1  M-1                                          AA+
    2004-IA1  M-2                                          AA
    2004-IA1  M-3                                          AA-
    2004-IA1  M-4                                          A
    2004-IA1  M-5                                          A-
    2004-IA1  M-6                                          BBB+
    2004-IA1  M-7                                          BBB
    2004-IA1  M-8                                          BBB-
    2004-IA1  M-9                                          BB+
    2004-R1   A-1A, A-1B, A-2                              AAA
    2004-R1   M-1                                          AA+
    2004-R1   M-2                                          AA
    2004-R1   M-3                                          AA-
    2004-R1   M-4                                          A+
    2004-R1   M-5                                          A
    2004-R1   M-6                                          A-
    2004-R1   M-7                                          BBB+
    2004-R1   M-8                                          BBB
    2004-R1   M-9                                          BBB-
    2004-R1   M-10                                         BB+
    2004-R2   A-1A, A-1B, A-3, A-4                         AAA
    2004-R2   M-1                                          AA+
    2004-R2   M-2                                          AA
    2004-R2   M-3                                          AA-
    2004-R2   M-4                                          A+
    2004-R2   M-5                                          A
    2004-R2   M-6                                          A-
    2004-R2   M-7                                          BBB+
    2004-R2   M-8                                          BBB
    2004-R2   M-9                                          BBB-
    2004-R3   A-1A, A-1B, A-4                              AAA
    2004-R3   M-1                                          AA
    2004-R3   M-2                                          A
    2004-R3   M-3                                          A-
    2004-R3   M-4                                          BBB+
    2004-R3   M-5                                          BBB
    2004-R3   M-6                                          BBB-
    2004-R3   M-7                                          BB+
    2004-R4   A-1A, A-1B, A-4                              AAA
    2004-R4   M-1                                          AA
    2004-R4   M-2                                          A
    2004-R4   M-3                                          A-
    2004-R4   M-4                                          BBB+
    2004-R4   M-5                                          BBB
    2004-R4   M-6                                          BBB-
    2004-R4   M-7                                          BB+
    2004-R5   A-1A, A-1B, A-3, A-4                         AAA
    2004-R5   M-1                                          AA
    2004-R5   M-2                                          A
    2004-R5   M-3                                          A-
    2004-R5   M-4                                          BBB+
    2004-R5   M-5                                          BBB
    2004-R5   M-6                                          BBB-
    2004-R5   M-7                                          BB+
    2004-R6   A-1, A-3, A-4                                AAA
    2004-R6   M-1                                          A-
    2004-R6   M-2                                          BBB+
    2004-R6   M-3                                          BBB
    2004-R6   M-4                                          BBB-
    2004-R6   M-5                                          BB+
    2004-R7   A-1, A-3, A-4, A-6, M-1                      AAA
    2004-R7   M-2, M-3                                     AA+
    2004-R7   M-4                                          AA
    2004-R7   M-5                                          AA-
    2004-R7   M-6                                          A+
    2004-R7   M-7                                          A
    2004-R7   M-8                                          A-
    2004-R7   M-9                                          BBB+
    2004-R7   M-10                                         BBB
    2004-R7   M-11                                         BBB-
    2004-R8   A-1, A-3, A-4, A-5                           AAA
    2004-R8   M-1                                          AA+
    2004-R8   M-2                                          AA
    2004-R8   M-3                                          AA-
    2004-R8   M-4                                          A+
    2004-R8   M-5                                          A
    2004-R8   M-6                                          A-
    2004-R8   M-7                                          BBB+
    2004-R8   M-8                                          BBB
    2004-R8   M-9                                          BBB-
    2004-R8   M-10                                         BB+
    2004-R9   A-1, A-3, A-4                                AAA
    2004-R9   M-1                                          AA+
    2004-R9   M-2                                          AA
    2004-R9   M-3                                          AA-
    2004-R9   M-4                                          A
    2004-R9   M-5                                          A-
    2004-R9   M-6                                          BBB+
    2004-R9   M-7                                          BBB
    2004-R9   M-8                                          BBB-
    2004-R9   M-9                                          BB+
    2004-R10  A-1, A-3, A-4, A-5                           AAA
    2004-R10  M-1                                          AA+
    2004-R10  M-2                                          AA
    2004-R10  M-3                                          AA-
    2004-R10  M-4                                          A+
    2004-R10  M-5                                          A
    2004-R10  M-6                                          A-
    2004-R10  M-7                                          BBB+
    2004-R10  M-8                                          BBB
    2004-R10  M-9                                          BBB-
    2004-R10  M-10                                         BB+
    2004-R11  A-1, A-2                                     AAA
    2004-R11  M-1                                          AA+
    2004-R11  M-2                                          AA
    2004-R11  M-3                                          AA-
    2004-R11  M-4                                          A+
    2004-R11  M-5                                          A
    2004-R11  M-6                                          A-
    2004-R11  M-7                                          BBB+
    2004-R11  M-8                                          BBB
    2004-R11  M-9                                          BBB-
    2004-R11  M-10                                         BB+
    2004-R12  A-1, A-3, A-4                                AAA
    2004-R12  M-1                                          AA+
    2004-R12  M-2                                          AA
    2004-R12  M-3                                          AA-
    2004-R12  M-4                                          A+
    2004-R12  M-5                                          A
    2004-R12  M-6                                          A-
    2004-R12  M-7                                          BBB+
    2004-R12  M-8                                          BBB
    2004-R12  M-9                                          BBB-
    2004-R12  M-10                                         BB+
    2005-R1   A-1A, A-2A, A-3B, A-3C                       AAA
    2005-R1   M-1                                          AA
    2005-R1   M-2                                          AA-
    2005-R1   M-3                                          A+
    2005-R1   M-4                                          A
    2005-R1   M-5                                          A-
    2005-R1   M-6                                          BBB+
    2005-R1   M-7                                          BBB
    2005-R1   M-8                                          BBB-
    2005-R1   M-9, M-10                                    BB
    2005-R2   A-1A, A-2A, A-3B, A-3C                       AAA
    2005-R2   M-1                                          AA+
    2005-R2   M-2                                          AA
    2005-R2   M-3                                          AA-
    2005-R2   M-4                                          A+
    2005-R2   M-5                                          A
    2005-R2   M-6                                          A-
    2005-R2   M-7                                          BBB+
    2005-R2   M-8                                          BBB
    2005-R2   M-9                                          BBB-
    2005-R2   M-10                                         BB+
    2005-R2   M-11                                         BB
    2005-R3   A-1A, A-1B, A-2A, A-2B, A-3A, A-3B,          AAA
    2005-R3   A-3C, A-3D                                   AAA
    2005-R3   M-1                                          AA+
    2005-R3   M-2                                          AA
    2005-R3   M-3                                          AA-
    2005-R3   M-4                                          A+
    2005-R3   M-5                                          A
    2005-R3   M-6                                          A-
    2005-R3   M-7                                          BBB+
    2005-R3   M-8                                          BBB
    2005-R3   M-9                                          BBB-
    2005-R3   M-10                                         BB+
    2005-R4   A-1A, A-1B, A-2B, A-2C, A-2D                 AAA
    2005-R4   M-1                                          AA+
    2005-R4   M-2                                          AA
    2005-R4   M-3                                          AA-
    2005-R4   M-4                                          A+
    2005-R4   M-5                                          A
    2005-R4   M-6                                          A-
    2005-R4   M-7                                          BBB+
    2005-R4   M-8                                          BBB
    2005-R4   M-9                                          BBB-
    2005-R4   M-11                                         BB
    2005-R5   A-1A, A-1B, A-2A, A-2B, A-2C                 AAA
    2005-R5   M-1                                          AA+
    2005-R5   M-2                                          AA
    2005-R5   M-3                                          AA-
    2005-R5   M-4                                          A+
    2005-R5   M-5, M-6                                     A
    2005-R5   M-7                                          BBB+
    2005-R5   M-8                                          BBB
    2005-R5   M-9                                          BBB-
    2005-R5   M-10                                         BB+
    2005-R5   M-11                                         BB
    2005-R6   A-1A, A-1B, A-2                              AAA
    2005-R6   M-1                                          AA+
    2005-R6   M-2                                          AA
    2005-R6   M-3                                          AA-
    2005-R6   M-4                                          A+
    2005-R6   M-5                                          A
    2005-R6   M-6                                          A-
    2005-R6   M-7                                          BBB+
    2005-R6   M-8                                          BBB
    2005-R6   M-9                                          BBB-
    2005-R6   M-10                                         BB+
    2005-R6   M-11                                         BB
    2005-R7   A-1A, A-1B, A-1C, A-1D, A-2A, A-2B           AAA
    2005-R7   A-2C, A-2D                                   AAA
    2005-R7   M-1, M-2                                     AA+
    2005-R7   M-3, M-4                                     AA
    2005-R7   M-5                                          A+
    2005-R7   M-6                                          A
    2005-R7   M-7                                          A-
    2005-R7   M-8                                          BBB+
    2005-R7   M-9, M-10                                    BBB
    2005-R7   M-11                                         BBB-
    2005-R7   M-12                                         BB
    2005-R8   A-1, A-2A, A-2B, A-2C, A-2D                  AAA
    2005-R8   M-1                                          AA+
    2005-R8   M-2, M-3                                     AA
    2005-R8   M-4                                          AA-
    2005-R8   M-5                                          A+
    2005-R8   M-6                                          A
    2005-R8   M-7                                          A-
    2005-R8   M-8                                          BBB+
    2005-R8   M-9                                          BBB
    2005-R8   M-10                                         BBB-
    2005-R8   M-11                                         BB+
    2005-R8   M-12                                         BB


AMKOR TECHNOLOGY: S&P Junks Ratings on New $450 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to a
new $300 million senior unsecured note due 2016 and its 'CCC'
rating to a new $150 million subordinated convertible note due
2011 being issued by Chandler, Arizona-based Amkor Technology Inc.
Proceeds of both notes will be used to partially refinance
existing notes due 2008 and 2009.  Total debt of about $2.2
billion is expected to be unchanged.

The corporate credit rating on Amkor Technology is B-/Positive/--.

"The rating reflects challenging industry characteristics,
including high operating and financial leverage and cyclical and
competitive industry conditions," said Standard & Poor's credit
analyst Lucy Patricola.  "These factors are only partly offset by
the company's strong market position and improving operational
trends," she continued.

Amkor is a leading independent provider of outsourced packaging
and testing services to semiconductor makers.  Annual sales in
2005 were $2.1 billion.

Ratings List:

  Amkor Technology Inc.:

   * Corporate credit rating -- B-/Positive/--

Ratings Assigned:

   * $300 million senior unsecured notes rated CCC+
   * $150 million subordinated convertible notes rated CCC


APOGEE TECH: Miller Wachman Raises Going Concern Doubt
------------------------------------------------------
Miller Wachman, LLP, expressed substantial doubt about Apogee
Technology, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses and negative cash flows from
operations.

Apogee generated $5.2 million of revenues for the fiscal year
ended Dec. 31, 2005, compared to revenues of $6.2 million for
fiscal 2004.  The Company's net income for 2005 was $3 million,
compared to a net loss of $3.4 million for the previous fiscal
year.  Revenues for the three months ended Dec. 31, 2005 were $1.2
million with a net profit of $7.6 million, compared to revenues of
$700,000 with a net loss of $1.8 million for the same period in
2004.

On Oct. 5, 2005, the Company completed the sale of certain assets
of the Company's audio division to SigmaTel, Inc., for
approximately $9.4 million.  As of Dec. 31, 2005, the Company
recorded a one-time gain on the transaction, net of expenses of
approximately $8.9 million.

Research and development expenses for the year ended Dec. 31,
2005, were approximately $2.7 million compared to $2.8 million for
the previous fiscal year.  Selling, General and Administrative
expenditures were $4 million for fiscal year 2005 compared with
the $2.8 million for the same period in 2004.  This increase was
primarily due to nonrecurring accounting and legal expenses
related to the Company's financial restatement.  Combined R&D and
SG&A expenses dropped significantly from $1.9 million in the third
quarter to $1.2 million in the fourth quarter of 2005.  This
reduction was the result of reduced human resource expenses
related to the sale of the audio division, and the reduction in
accounting and legal expenses associated with the Company's
financial restatement.

David B. Meyers, Apogee's Chief Operating Officer said, "The year
2005 was a transition year for the Company.  We sold our audio
business to SigmaTel because the high efficiency audio IC market
was increasingly commodity driven and we could no longer achieve
our financial goals.  We established ourselves as a technology
innovator by designing, developing and marketing our proprietary
DDX technology.  The strategy going forward is to leverage these
core strengths together with the proceeds from the SigmaTel
transaction to accelerate the commercialization of our sensor and
medical products.  Progress has been made with the recent
introduction of the Company's family of Sensilica(TM) pressure
sensors into the marketplace as well as the recent demonstration
of the feasibility of our MEMS based medical devices for the
transdermal drug delivery."

"In December of 2005, we released nine Sensilica pressure sensor
die supporting measurement applications up to 1000 PSI.  We
believe that the competitive advantage of our Sensilica products
is derived from the novel manufacturing approach that creates a
buried cavity within the silicon, thereby reducing manufacturing
cost, sensor size and improved reliability.  We are currently
marketing these die to sensor and transducer manufacturers and
recently displayed our products at a national manufacturing show.
In addition, we are designing and developing a family of packaged
sensor solutions to increase the value and expand the market
acceptance of our products.  We plan to exhibit these new products
at the Sensor Expo and Conference in June. Based upon our progress
to date, we believe that the Sensor Products Group will be the
first of our new product groups to generate revenue."

"In the past year, we internally validated the feasibility of our
MEMS based transdermal delivery device by demonstrating improved
drug delivery through cadaver and living skin with small molecule
drugs and large molecule proteins.  We also established
manufacturing relationships to produce our future medical products
to support additional clinical and biocompatibility testing.  With
the basic concept and feasibility internally validated, we are now
in the process of refining and protecting the technology and
selecting the appropriate applications for our transdermal
delivery system.  We expect to complete this selection in the
first half of 2006 and to add the resources to pursue the timely
development of our transdermal system.  Depending upon the results
of our development activities, we may license our technology, or
develop and market through distributors our own medical products,
or partner with third party pharmaceutical companies to help
commercialize and obtain regulatory approval for our products.  As
the medical regulatory approval process for this type of device is
typically long we are working to explore other applications for
our technology."

A full-text copy of the Company's 2005 annual report on Form 10-K
is available for free at http://researcharchives.com/t/s?8f0

                      About Apogee Technology

Headquartered in Norwood, Massachusetts, Apogee Technology
(AMEX: ATA) -- http://www.apogeemems.com/-- designs, develops and
markets proprietary sensor and medical device products using its
MEMS and nanotechnology for the automotive, industrial, consumer
and medical markets.   The Company operates a worldwide marketing
and sales organization and has offices in the U.S. and Japan.


ARMSTRONG WORLD: Trade Creditors Transfer $7.7 Million of Claims
----------------------------------------------------------------
The Clerk of the Bankruptcy Court recorded claim transfers
totaling $7,713,822, between March 21, 2006, and May 2, 2006, in
the chapter 11 cases of Armstrong World Industries, Inc., and its
debtor-affiliates.

JPMorgan Chase Bank, N.A. purchased Claim No. 3540 from SPCP
Group, L.L.C., for $7,561,947.

Amroc Investments, LLC, acquired claims from these trade
creditors:

         Creditor                         Claim Amount
         --------                         ------------
         Working Systems, Inc.               $4,105
         Neville Chemical                    33,365
         Xpedx                                  857
         Xpedx - Atlanta                     10,115
         Xpedx- Birmingham                    5,491

Bear, Stearns & Co. Inc., partially transferred Claim No. 3069 to
North Pole Capital Master Fund.  Pole Capital assigned the claim
to Imperial Capital LLC.  Subsequently, Imperial Capital sold the
claim to Resolution Master Fund, L.P., which transferred the claim
to Goldman, Sachs & Co.

Argo Partners also brought home Claim No. 10360559 from Cintas
Sales Corp. for $1,012 and Cascades Sainte-Marie's claim for
$72,585.

J & D Associates assigned Claim No. 2920 to Debt Acquisition
Company of America V, LLC, for $24,345.

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 92; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Wants Modified Hedging Program Approved
---------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to approve
the Hedging Motion, as modified.

                          Hedging Program

ASARCO LLC's revenues and free cash flows are greatly affected by
the market movement in the price of copper.  The Company believes
that it is necessary to protect their operations and businesses
while the current copper prices are high.

ASARCO originally sought the Court's authority to establish a
hedging program up to an aggregate outlay of $50,000,000.
However, after discussions with creditors and other key parties,
especially the Creditors' Committee of ASARCO's Asbestos
Subsidiary  Debtors, the Debtors agreed to limit the hedging
program to $30,000,000, or up to $40,000,000 if consented by other
parties-in-interest.

The Debtors propose that the Hedging Program will be limited to
copper.  And all contracts under the Hedging Program must be
settled financially.  The Debtors also concur that the Hedging
Program will not use any funds from the DIP Loans.

                   Hedging Program Limitations

Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
notes that only the Official Committee of Unsecured Creditors for
the Asbestos Subsidiary Debtors filed a formal objection to the
Hedging Motion.

To resolve the Asbestos Committee's objection, as well as other
similar informal objections, the Debtors engaged in numerous
discussions with creditors and other key parties.

The Debtors and their financial advisors also made detailed
presentations to the United States Department of Justice and
various state environmental regulatory authorities regarding the
necessity for authority to implement a Hedging Program.

As a result of those discussions and negotiations, the Debtors
propose these limitations:

   (a) The aggregate expenditure of the Hedging Program will be
       limited to $30,000,000, unless there is unanimous consent
       among Notice Parties, in which case, no more than
       $40,000,000 may be used;

   (b) DIP Loan funds may not be used to finance the Hedging
       Program;

   (c) ASARCO must maintain a minimum cash balance of
       $10,000,000, in unrestricted cash after any trade
       implementing the Hedging Program, excluding any borrowings
       under the DIP Loan;

   (d) The Hedging Program will be designed to protect ASARCO's
       liquidity position in a declining market-price
       environment;

   (e) The Hedging Program will be limited to copper;

   (f) All contracts under the Hedging Program must settle
       financially, and must not obligate ASARCO to settle any
       contract through physical delivery of inventory at a
       future date; and

   (g) The United States Department of Justice will be added to
       the list of Notice Parties.  That notice will be provided
       to david.dain@usdoj.gov

Due to changing market conditions, ASARCO in agreement with the
Asbestos Committee asserts that it should be authorized to expand
the Hedging Program to protect its liquidity through the end of
2008.

                   Ad Hoc Committee Responds

The Ad Hoc Committee of ASARCO Noteholders supports authorization
for a Hedging Program.  However, pursuant to the modifications of
the Hedging Motion, the Ad Hoc Committee has few remaining
concerns.

The Ad Hoc Committee believes that the Hedging Program period
should be limited only until the end of 2007 because it expects
the Debtors to have substantially completed their reorganization
by the middle to the end of 2007.

Moreover, none of the Debtors' parties-in-interest can accurately
predict market activity until 2008, Robin E. Keller, Esq., at
Stroock & Stroock & Lavan LLP, in New York, contends.  Limiting
the period covered by the Hedging Motion until the end of 2007
will allow the parties to re-assess the current market and take
significant changes into account in devising a hedging strategy
for the Debtors.

The Ad Hoc Committee would like to be added as a Notice Party to
confidentiality agreements between the Debtors and the Official
Committee of Unsecured Creditors.

Mr. Keller asserts that the Debtors should keep the program
simple and low-cost, with no constriction on realizing the upside
from current and future copper price increases.  Recoveries on
legitimate unsecured claims, which the Ad Hoc Committee expects
to be paid in full, should not be unduly constricted by any
unnecessary commitment of cash to the Hedging Program.

The Ad Hoc Committee asks the Court to take into account its
concerns with regards to the Hedging Motion.

                     About ASARCO LLC

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: Ct. Vacates Rejection Order in Mossy Creek Option Pact
------------------------------------------------------------------
The Hon. Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi rules that the Option
Agreement of ASARCO LLC with Mossy Creek Mining Company LLC is
deemed rejected, effective as of April 5, 2006.

The Court rules that Mossy Creek's sole and exclusive remedy for
the rejection of the Option Agreement is to file an unsecured
rejection damages claim against ASARCO LLC, provided that Mossy
Creek will be allowed to submit a bid on Tennessee Mines Division.

However, Mossy Creek believes after speaking with the Court's
docket clerk that its response to the Debtors' Rejection Motion
was not brought to the attention of the Court.

At Mossy Creek's request, the Court vacates its order granting
the rejection of the Mossy Creek Option Agreement.

Mossy Creek Mining Company LLC informs the Court that before the
bankruptcy filing, it had already consummated the Option
Agreement.  Mossy Creek has paid more than $6,000,000, to ASARCO
LLC for the purchase of:

   1. the New Market Mine, all of the mine's rights and
      appurtenances and all stockpiled limestone tailings;

   2. the Young Mine Easements and Tailings and all rights and
      interests to all stockpiled limestone tailings; and

   3. exclusive easements permitting Mossy Creek entrance and
      utilization of the Properties, removal and sale of the
      Properties' Tailings, and maintenance of the existing
      Tailings' impoundment.

Matthew A. Rosenstein, Esq., in Corpus Christi, Texas, argues
that ASARCO's request to reject is an already executed agreement.

Thus, Mossy Creek asks the Court to deny ASARCO's request.

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

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

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


ASARCO LLC: Mossy Creek Objects to Tennessee Mine Proposed Sale
---------------------------------------------------------------
Mossy Creek Mining Company LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to deny the
proposed sale of the Tennessee Mine.

In the event a sale of the Young Mine property is approved, Mossy
Creek asks the Court to require:

   (a) the sale to be subject to Mossy Creek's easements and
       rights; and

   (b) the purchaser to assume all obligations of ASARCO to Mossy
       Creek.

Mossy Creek Mining Company LLC informs the Court that it was not
served with ASARCO LLC's Motion to Reject the Option Purchase
Agreement, the Tennessee Mine Sale Motion and the Tennessee Mine
Bidding Protocol Motion.

Under an Option to Purchase, effective as of Aug. 13, 2002, ASARCO
granted Mossy Creek the exclusive right and option, for a
specified period of time, to purchase the Young Mine Easements and
Tailing, the New Market Mine and certain equipment located on the
New Market Mine Property.  The Option Property is owned by
ASARCO's Tennessee Mines Division.

Mossy Creek objects to the proposed sale of the Tennessee Mines
Property to the extent that the sale will impair its ownership
rights of the Young Mine Property.

Matthew S. Rosenstein, Esq., in Corpus Christi, Texas, asserts
that the Option Agreement is no longer executory because Mossy
Creek's option to purchase has been consummated in October 2002
when Mossy Creek purchased the New Market Mine and the Young Mine
Easements and Tailings for $6,100,000.

A sale free and clear of all interests, like the one proposed in
ASARCO's Tennessee Mine Sale Motion, will constitute an
impermissible taking of Mossy Creek's property without due
process and compensation in violation of Section 363(f)(5) of the
Bankruptcy Code, Mr. Rosenstein contends.  The proposed sale will
also interfere with Mossy Creek's vested property rights,
including its indemnity rights against ASARCO, if the Young Mine
is re-opened and new tailings are deposited on Mossy Creek's
tailings.

Mr. Rosenstein maintains that Mossy Creek is entitled to adequate
protection of its interests in accordance with Section 363 (e).

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).


ATLAS PIPELINE: Sells $20 Mil. Common Units to Wachovia Securities
------------------------------------------------------------------
Atlas America, Inc., reported that Atlas Pipeline Partners, L.P.,
of which it is the general partner and a holder of 13% of the
Partnership's common units, agreed to sell approximately $20
million of its common units to Wachovia Securities, which has
offered the common units to public investors.  The offering is
expected to close today, May 12, 2006.  The Partnership has also
granted Wachovia an over-allotment option to purchase additional
common units exercisable within 30 days.

The Partnership intends to use the net proceeds from the sale of
its common units to partially repay borrowings under its credit
facility made in connection with the recent acquisition of the
remaining 25% interest in NOARK Pipeline System, Limited
Partnership, previously owned by Southwestern Energy Company.

Investors may obtain a prospectus by submitting requests to:

     Wachovia Securities
     Attn: Equity Syndicate
     375 Park Avenue, NY 4077
     New York, NY 10152

                  About Atlas Pipeline Partners

Headquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners, L.P. (NYSE:APL) -- http://www.atlaspipelinepartners.com/
-- is active in the transmission, gathering and processing
segments of the midstream natural gas industry.  In the Mid-
Continent region of Oklahoma, Arkansas, northern Texas and the
Texas panhandle, the Partnership owns and operates approximately
2,565 miles of intrastate gas gathering pipeline and a 565-mile
interstate natural gas pipeline.  The Partnership also operates
two gas processing plants and a treating facility in Velma, Elk
City and Prentiss, Oklahoma where natural gas liquids and
impurities are removed.  In Appalachia, it owns and operates
approximately 1,500 miles of natural gas gathering pipelines in
western Pennsylvania, western New York and eastern Ohio.

Atlas America, Inc. (NASDAQ:ATLS) -- http://www.atlasamerica.com/
-- the parent company of Atlas Pipeline Partners, L.P.'s general
partner and owner of 1,641,026 units of limited partner interest
of APL, is an energy company engaged primarily in the development
and production of natural gas in the Appalachian Basin for its own
account and for its investors through the offering of tax
advantaged investment programs.

                          *     *     *

Atlas Pipeline Partners L.P.'s 8-1/8% Senior Unsecured Notes due
2015 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


AVP PRO BEACH: Dec. 31 Balance Sheet Upside-Down by $604,260
------------------------------------------------------------
AVP Pro Beach Volleyball Tour, a wholly owned subsidiary of AVP,
Inc., filed its Form 10-KSB with the Securities and Exchange
Commission.

For the year ended Dec. 31, 2005, the Company reported a
$8,963,956 net loss on $15,581,282 of total revenues.

The Company's balance sheet at Dec. 31, 2005 showed $2,675,538 in
total assets and $3,279,798 in total liabilities resulting to a
total stockholders' deficiency of $604,260.

The Company's balance sheet also showed strained liquidity with
$1,931,937 in total current assets and $3,129,798 in total current
liabilities.

A full-text copy of AVP Pro Beach Volleyball Tour's financial
statement for the year ended Dec. 31, 2005 is available for free
at http://researcharchives.com/t/s?8e1

Headquartered in Los Angeles, California, AVP Pro Beach Volleyball
Tour, Inc. -- http://www.avp.com/-- is a lifestyle sports
entertainment company focused on the production, marketing and
distribution of professional beach volleyball events worldwide.
AVP operates volleyball tour in the United States, the AVP Pro
Beach Volleyball Tour, which was organized in 1983.  AVP staged 14
events throughout the United States in 2005 and has expanded the
Tour to 16 events for the 2006 season.  In 2004, AVP athletes
represented the United States during the Olympics in Athens,
Greece, winning gold and bronze medals, the first medals won by
U.S. women in professional beach volleyball.


BARCLAYS CAPITAL: Moody's Rates Preferred Shares at B1
------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the Class IO
of the Barclays Capital Commercial Real Estate LLC Grantor Trust
Certificates, TERRA LNR I, and a B1 rating to the Preferred Shares
issued by TERRA LNR I Ltd. The complete rating action:

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

   * Class IO, with an initial notional amount of $518,560,000,
     rated Aaa

   * Preferred Shares, with an initial notional amount of
     17,102,495, rated B1

The Class IO Certificates will represent the right to receive
distributions of interest accrued on a notional principal amount,
which, with respect to any distribution date, will equal the
aggregate outstanding principal balance of the Class A-1 Bonds,
Class A-2 Bonds, Class B Bonds, Class C Bonds, Class D Bonds and
Class E Bonds immediately prior to such distribution date.  The
initial class notional amount for the Class IO Certificates is
$518,560,000.  The preferred share will represent the right to
receive cashflows after the payments on the bonds are made.

The rating on the Class IO Certificates is based on its seniority
in the cash waterfall and addresses the likelihood that the Class
IO holders will receive certain cash distributions as long as the
notional amount of the Class IO is greater than zero.

The rating on the Preferred Shares addresses the ultimate receipt
of the initial notional amount of the Preferred Shares and does
not address any additional promises in respect of any other cash
flows that may now or hereafter be made to such holders.


CHATTEM INC: Appoints Robert Long as Chief Accounting Officer
-------------------------------------------------------------
Chattem, Inc., named Robert B. Long as Chief Accounting Officer,
effective April 24, 2006.  Mr. Long is responsible for the
accounting, financial reporting and internal control functions of
the Company.

"Robert brings a wealth of knowledge to Chattem from his
extensive, "Big 4" background combined with his consumer product
experience," said Zan Guerry Chattem's Chairman & CEO.  "Robert is
going to be a terrific addition to our team and his experience
will provide significant value to Chattem."

Prior to joining Chattem, Mr. Long served as vice president and
chief financial officer of Charleston Hosiery, Inc., a
manufacturer of hosiery products, previously served as an audit
senior manager for Ernst & Young LLP, a global professional
services provider, and previously served as staff accountant for
Brach's Confections Holdings, Inc., a manufacturer of confections.
Mr. Long is registered as a certified public accountant with the
State of Tennessee.

Headquartered in Chattanooga, Tennessee, Chattem Inc.
(NASDAQ: CHTT) - http://www.chattem.com/-- manufactures and
markets a variety of branded consumer products, including over-
the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services revised its outlook on Chattem
to positive from stable.  At the same time, Standard & Poor's
affirmed its ratings on the Company, including its 'BB-' corporate
credit rating.


CLEARCOMM LP: Kevane Soto Raises Going Concern Doubt
----------------------------------------------------
Kevane Soto Pasarell Grant Thornton LLP in San Juan, Puerto Rico,
raised substantial doubt about ClearComm, L.P.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended Dec. 31,
2005, 2004, and 2003.  The auditor pointed to the Company's
recurring operating losses, working capital and partners' capital
deficiencies, and need for additional financing.

The Company reported a $23,740,056 net loss on $88,924,261 of
total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $138,481,653
in total assets and $195,124,873 in total liabilities, resulting
in a $56,643,220 partners' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $18,930,600 in total current assets available to pay
$51,419,067 in total current liabilities coming due within the
next 12 months.

A full-text copy of the 2005 Annual Report is available for free
at http://ResearchArchives.com/t/s?8df

ClearComm, LP, acquires, owns, consults and operates broadband
personal communication service licenses in the Block C band and
takes advantage of the benefits that the Federal Communications
Commission has set aside for Entrepreneurs.  The Partnership is
the controlling entity of NewComm, which in turn owns and operates
two 15 MHz PCS licenses covering Puerto Rico.  On Nov. 30, 2005,
the Limited Partnership Agreement was amended to extend its
termination date to Dec. 31, 2010.  SuperTel Communications Corp.,
its General Partner, manages ClearComm.


COMMODORE APPLIED: Tanner LC Raises Going Concern Doubt
-------------------------------------------------------
Tanner LC in Salt Lake City, Utah, raised substantial doubt about
Commodore Applied Technologies, Inc.'s ability to continue as a
going concern after auditing the consolidated financial statements
for the years ended Dec. 31, 2005, and 2004.  The auditor pointed
to the Company's recurring losses and working capital deficiency.

The Company reported a $6,781,000 net loss on $10,275,000 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $2,417,000 in
total assets and $12,281,000 in total liabilities, resulting in a
$9,864,000 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,269,000 in total current assets available to pay
$6,855,000 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8e0

Commodore Applied Technologies, Inc. -- http://www.commodore.com/
-- is a diverse technical solutions company focused on high-end
environmental markets.  The Commodore family of companies includes
subsidiaries Commodore Solution Technologies and Commodore
Advanced Sciences.  The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources.


CREDIT SUISSE: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse Commercial Mortgage Trust Series 2006-
C2's $1.44 billion commercial mortgage pass-through certificates
series 2006-C2.

The preliminary ratings are based on information as of
May 10, 2006.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   * the credit support provided by the subordinate classes of
     certificates;

   * the liquidity provided by the trustee;

   * the economics of the underlying loans; and

   * the geographic and property type diversity of the loans.

Class A-1 through A-3, A-1-A, A-M, and A-J are currently being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis:

   * the collateral pool has a debt service coverage of 1.26x;
   * a beginning LTV of 101.6%; and
   * an ending LTV of 90.1%.

Preliminary Ratings Assigned:

Credit Suisse Commercial Mortgage Trust Series 2006-C2

                             Preliminary     Recommended credit
    Class        Rating        amount             support
    -----        ------      -----------     ------------------
    A-1(1)       AAA          $58,000,000          30.00%
    A-2(1)       AAA          $66,000,000          30.00%
    A-3(1)       AAA         $364,878,000          30.00%
    A-1-A(1)     AAA         $518,741,000          30.00%
    A-M(1)       AAA         $143,946,000          20.00%
    A-J(1)       AAA         $100,762,000          13.00%
    B            AA           $30,588,000          10.88%
    C            AA-          $12,595,000          10.00%
    D            A            $23,391,000           8.38%
    E            A-           $17,994,000           7.13%
    F            BBB+         $16,193,000           6.00%
    G            BBB          $19,793,000           4.63%
    H            BBB-         $16,194,000           3.50%
    J            BB+           $5,398,000           3.13%
    K            BB            $5,398,000           2.75%
    L            BB-           $5,398,000           2.38%
    M            B+            $1,799,000           2.25%
    N            B             $7,197,000           1.75%
    O            B-            $5,398,000           1.38%
    P            NR           $19,793,352           0.00%
    A-X(2)       AAA       $1,439,456,352(3)         N/A
    A-SP(2)      AAA               N/A               N/A

1) Class A-1, A-2, A-3, and A-1-A receive interest and principal
   before class A-M and A-J.  Losses are borne by class A-M and
   A-J before class A-1, A-2, A-3, and A-1-A.

2) Interest-only class.

3) Notional amount.

                            NR -- Not rated.
                         N/A -- Not applicable.


CRICKET COMMS: Moody's Rates $1.1 Billion Bank Facility at (P)B2
----------------------------------------------------------------
Moody's assigned a B3 Corporate Family Rating to Cricket
Communications Inc., downgraded its Senior Secured rating to B2
from B1 for its existing $710 million bank facility, assigned a
(P)B2 Senior Secured rating to the company's prospective
$1.1 billion bank facility intended to replace the existing
facility, and assigned the company an SGL-2 liquidity rating.

The Corporate Family Rating of Cricket's parent, Leap Wireless
International, Inc., which was B1, and its speculative grade
liquidity rating, which was SGL-2, were withdrawn as no debt
exists at that entity.  The outlook for all long-term ratings is
developing.

The effective reduction in the Corporate Family Rating of two
notches is based on Moody's expectation that Cricket will increase
debt by an estimated $800 million related to the upcoming wireless
spectrum auction, and then also consume significant cash flow in
developing the spectrum purchased last year and this year.

Moody's estimates this may result in Debt/EBITDA increasing from
2.8X at the end of 2005 to roughly 7X through 2008. The B3
Corporate Family Rating reflects Moody's view that Cricket's
business risks are relatively high as a small, price-oriented and
necessarily low-cost wireless operator, and this is now being
exacerbated by an expansion strategy that will greatly increase
its financial risks.

The developing outlook reflects uncertainty surrounding the
outcome of this year's spectrum auction bidding process and final
amount of increased debt associated with Cricket's bids.

Leap Wireless International, Inc. wholly-owns Cricket
Communications Inc., which is a wireless service provider in
operating in 20 states with approximately 1.8 million subscribers.
Both companies are headquartered in San Diego, California.


CS HOLDING: Moody's Rates $385 Million Sr. Sec. Term Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Ginn-LA
CS Holding Company, LLC and its co-borrower Ginn-LA Conduit
Lender, Inc, including a B1 to the proposed first-lien senior
secured revolver, a B1 to the proposed first-lien senior secured
term loan, a B2 to the proposed second-lien senior secured term
loan, and a B2 corporate family rating.  The rating outlook is
stable.

The stable rating outlook is based on Moody's expectation that the
projects will begin generating positive free cash flow this year
from lot sales to buyers of both primary homes and second homes in
its private resort community developments.  Although the five
projects have received the necessary master-planned community
entitlements, several of them still require final plat and permit
approvals, which Moody's is anticipating will occur with little
difficulty.

The ratings reflect the relatively early stage in the development
of three of the five projects; the presumed non-investment grade
sponsorship/ownership of the projects; that most of the future lot
sales are not yet under contract; that a recession in second homes
and vacation homes similar to the one that occurred in the early
1990's could slow absorption rates of the developed lots, stretch
out the carrying costs beyond the projected completion dates, and
cause a substantial diminution in the initial overcollaterization;
the substantial dividend being paid out as part of this
transaction; the geographic concentration in the projects,
although this represents less concentration than that of the
numerous single location projects that Moody's has rated in the
past two years; and the cyclical nature of the land development
business.

At the same time, the ratings acknowledge the significant
collateral in the structure; the reasonably strong early track
record of two of the five projects; the sponsor/owner's success in
other high end and vacation home projects; the considerable
infrastructure spending completed to date; and the fact that the
projects in the aggregate become free cash flow positive this
year, if projections about future lot sales continue to be
realized.

The rating assignments:

   * B1 on the $165 million, five-year, first-lien senior secured
     synthetic revolver, which is expected to be undrawn at
     closing;

   * B1 on the $385 million, five-year, first-lien senior secured
     term loan;

   * B2 on the $125 million, six-year, second-lien senior secured
     term loan; and

   * B2 corporate family rating.

In the past two years, Moody's rated a large number of land
development transactions in which the corporate family ratings
have ranged from a low of B3 to as high as Ba2.  There are at
least four characteristics that distinguish the projects rated in
the Ba category from those that were placed in the B category:

   (i) Sponsorship/ownership -- In the case of the Ba rated
       projects, some or most of the sponsor/owners were rated
       investment grade, including some as high as Aaa. The B
       rated projects have tended to have all or a substantial
       majority of non-investment grade sponsorship/ownership. By
       this measure, Ginn falls into the B category.

  (ii) Presales vs. spec sales -- The Ba rated projects have
       tended to have substantially all, or even 100%,
       contractual advance sales of the lots to be developed,
       generally to strong counterparties. The B rated projects
       have tended to rely largely on spec sales of the lots that
       were being developed. While Ginn does have some lot sales
       in backlog, most of its potential future lot sales are not
       under contract, thus placing it again in the B category by
       this measure.

(iii) Inflection point in the development cycle -- The higher
       rated projects have either been at, or close to, the
       inflection point in their development cycles, with sharply
       positive free cash flow generation close at hand. The
       lower rated projects have tended to have inflection points
       that were several years away. Ginn is projecting strongly
       positive free cash flow beginning in its fourth quarter of
       2006, assuming that large lot sales take place as
       projected in the fourth quarter. By this measure, Ginn
       could potentially be considered a weak Ba or strong B,
       depending on the confidence level one would have in the
       projections.

  (iv) Capital withdrawals -- The higher rated projects have not
       had dividends as part of the rated transaction, i.e.,
       there was no return of a substantial portion of the
       invested capital. The lower rated ones have had, in most
       cases, substantial dividends paid out as part of the
       transaction. Ginn's owners will be withdrawing
       $333 million of capital as part of this transaction, or
       roughly 65% of the aggregate first and second lien term
       loan balances. This places Ginn squarely in the B category
       by this measure.

The overwhelming majority of land transactions rated by Moody's
that were in the B category were rated B2, as is Ginn.  For Ginn
to have received a B1 rating, it would have needed more of the Ba
characteristics listed above or it would have had to have
possessed some of the characteristics of the B1 rated
homebuilders, such as size, scale, diversification, measurable
tangible net worth, and/or a solid track record.

Going forward, the ratings could benefit from a more rapid sale of
lots and at higher prices than projected and more rapid pay down
of debt than anticipated.  The ratings could be pressured from
withdrawal of additional capital once the 100% excess cash flow
sweep steps down, from slower-than-expected absorption rates of
lots, from considerably weaker pricing than forecasted, and/or
from a lengthening of the debt pay down schedule.

Formed in 1998 by Bobby Ginn and Lubert-Adler Fund I and
headquartered in Palm Coast, FL, Ginn Clubs & Resorts is one of
the larger privately-held real estate development and management
firms in the Southeast, having established 13 projects to date and
generating over $3.7 billion in real estate sales.

Formed in 1997 by Ira Lubert and Dean Adler, Lubert-Adler has
raised five real estate funds totaling $4 billion of equity. To
date, it has invested $3 billion of equity in $12 billion of
assets comprising more than 350 real estate investments.


CVS CORP: Moody's Reviews Rating on $125MM Certs. & may Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven
securities supported by CVS Corporation lease obligations:

CVS Credit Lease Backed Pass-Through Certificates

   * Series A-1, $158,700,000, downgraded to Baa1 from A3; on
     review for possible downgrade

   * Series A-2, $125,000,000, currently rated Ba1; on review for
     possible downgrade

   * CVS Lease-Backed Pass-Through Certificates, Series 2001,
     $251,170,934, downgraded to Baa1 from A3; on review for
     possible downgrade

   * CVS Lease-Backed Pass-Through Certificates, Series 2002-1,
     $253,026,901, downgraded to Baa1 from A3; on review for
     possible downgrade

   * CVS Lease-Backed Pass-Through Certificates, Series 2003-1,
     $119,805,308, downgraded to Baa1 from A3; on review for
     possible downgrade

   * CVS Leased-Backed Pass-Through Certificates, Series 2003-2,
     $290,839,265, downgraded to Baa1 from A3; on review for
     possible downgrade

   * CVS Leased-Backed Pass-Through Certificates, Series 2004-1,
     $489,446,089, downgraded to Baa1 from A3; on review for
     possible downgrade

   * CVS Leased --Backed Pass-Through Certificates, Series
     2005-1, $384,341,353, downgraded to Baa1 from A3; on review
     for possible downgrade

The downgrade was prompted by CVS's senior unsecured debt rating
being downgraded to Baa1 from A3 by Moody's on April 13, 2006.

Moody's stated that the CVS corporate downgrade moves the ratings
closer to the likely final outcome provided that the acquisition
of approximately 700 stand-alone drug stores from Albertson's Inc.
proceeds as anticipated. CVS's senior unsecured rating remains on
review for further possible downgrade.

Moody's continuing review will focus on the cash flow available to
improve credit metrics subsequent to the transaction as well as
the CVS's plans to integrate the acquired stores.

Headquartered in Woonsocket, Rhode Island, CVS currently operates
about 5,500 drug stores in 32 states and the District of Columbia.
Pro-forma revenue for the twelve month period ending December 31,
2005 was approximately $41.0 billion.


DEAN FOODS: Moody's Rates $300 Million Senior Unsec. Bonds at Ba2
-----------------------------------------------------------------
Moody's assigned a Ba2 rating to the $300 million senior unsecured
bonds issued by Dean Foods Company from its shelf and affirmed the
company's other ratings with a stable outlook.

Dean's Ba1 rating incorporates a business franchise that falls
into the Baa rating category on many measures, credit metrics that
fall mostly into the Ba rating category and the company's
historical track record of acquisition activity, share repurchases
and comfort with relatively high leverage.

Elements of Dean's business franchise that score higher than its
Ba1 rating include its medium scale at $10 billion in sales, its
dominant position in the U.S. dairy business and its large direct
store delivery system of 6,500 routes.

Pulling the rating down into high speculative grade is Moody's
expectation that leverage will remain relatively high in support
of acquisitions, capital investment to grow the company's
business, and/or share repurchases.

Additionally, corporate governance constrains Dean's rating at the
Ba1 level given the board's approval of aggressive shareholder
return policies and Moody's concern around the heavy presence of
insider directors.

Dean's stable rating outlook reflects Moody's expectation that the
blend of Dean's business franchise, credit metrics and financial
policy will keep it solidly positioned at the Ba1 level.

Dean's ratings could be upgraded once Dean demonstrates a track
record of operating at lower leverage levels while investing in
growth. Building and then sustaining a financial cushion to
accommodate acquisitions and share repurchases without material
increases in leverage could result in upward rating momentum.

Debt/EBITDA sustained below 3.5 times, Free Cash Flow/Debt
consistently above 12% and EBIT/Interest of more than 4.5 times
could lead to consideration of an upgrade, although a ratings
upgrade also would depend on a move to a predominantly unsecured
debt structure and a commitment from management to maintain these
leverage levels.

Ratings could become pressured if Dean increases leverage to fund
acquisitions, share repurchases, and/or continued heavy
investments in its business platform and brand development,
bringing the company's leverage above levels that would normally
be acceptable for a consumer products company in the Ba1 category.

Debt/EBITDA sustained at or above 4.3 times level, Free Cash
Flow/Debt sustained below 9% or EBIT/Interest significantly below
3 times could lead to a downgrade.

The Ba2 rating on the new senior unsecured debt is notched down
from the corporate family rating due to the preponderance of
secured debt in the capital structure.  The new debt is the first
unsecured debt issued at the Dean Foods Company level and it
benefits from guarantees from Dean's material domestic
subsidiaries.

The Ba1 rating on Dean's senior secured credit facilities is not
notched up from the corporate family rating because these
facilities represent the bulk of outstanding debt.

The facilities are secured by a perfected, first priority lien on
most of the material and intangible assets of Dean and its
subsidiaries.  The facilities are also guaranteed by Dean's
material domestic subsidiaries.

The rating on the unsecured notes of Dean Holding Company is
notched down from the corporate family rating to reflect the
unsecured status of the notes and the lack of guarantees from Dean
Foods or its subsidiaries.

Moody's also affirmed Dean Foods' Speculative Grade Liquidity
rating of SGL-2 Dean Foods' SGL-2 rating reflects a good liquidity
profile, and its corporate family rating remains solidly
positioned at Ba1.

This rating was assigned.

   * Dean Foods Company Senior Unsecured Debt at Ba2

These ratings were affirmed.

   * Dean Food Company's Ba1 corporate family rating,
   * Dean Food Company's Ba1rating for secured bank debt
   * Dean Food Company's Speculative Grade Liquidity Rating of
     SGL-2
   * Dean Holding Company's Ba2 ratings for senior unsecured
     bonds

Dean Foods is headquartered in Dallas, Texas.


DELPHI CORP: Wants to Pay $60 Mil. in Bonuses to Salaried Workers
-----------------------------------------------------------------
Delphi Corporation and its debtor-affiliates plan to pay around
$60 million in bonuses to its managers and officers, reports CNN
Money.

The Debtors disclosed the payment plan in the midst of continuing
dispute over their decision to reject their collective bargaining
agreements with their unions.  The CBA rejection is Delphi's first
move towards cutting workers salaries by around 40%.  The United
Auto Workers are already seeking authority to stage a strike as it
continues to oppose the Debtors' decision to reject the CBAs.

A strike could also hurt General Motors Corporation, the Debtors'
biggest customer.  Any production halts in the Debtors' plants
would cripple steady supply of much needed GM parts.  The Debtors
and GM are negotiating an out-of-court settlement with the unions.

The $60 million payments will be paid on top of $36 million in
performance bonuses to the Debtors' executives.  All the payments
would be based on the company's and individual executives'
performance during the first half of 2005.

A Delphi spokesperson justified to CNN Money that their managers
and officers are paid below market levels while union-related
workers are overcompensated.

                         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.


DELTA AIR: Has Until October 16 to Make Lease-Related Decisions
---------------------------------------------------------------
The Hon. Adlai S. Hardin of the United States Bankruptcy Court for
the Southern District of New York extended, until Oct. 16, 2006,
the period within which Delta Air Lines, Inc., and its debtor-
affiliates may assume, assume and assign, or reject more than 400
unexpired leases of nonresidential real property.

Judge Hardin also ordered that if, prior to October 16, 2006, a
hearing is scheduled seeking the approval of a disclosure
statement proposed by the Debtors, then the Massachusetts Port
Authority, the City of Des Moines, Iowa, and any individual
airport that is a member of the Consortium of Airports will be
free to move, on proper notice, for appropriate relief at the
hearing.

Judge Hardin granted the extension without prejudice to:

   (i) the Debtors' right to seek further extensions of their
       time to assume or reject some or all of the Leases;

  (ii) the Debtors' right to seek further or different relief
       regarding the Leases;

(iii) the right of any non-debtor party to a Lease to ask the
       Court, for cause shown, including, without limitation, a
       contention that any alleged postpetition breach of a Lease
       constitutes the cause, to fix an earlier date by which the
       Debtors must assume or reject its unexpired Lease; or

  (iv) the right of any non-debtor party to a Lease to seek any
       other appropriate relief regarding the Leases upon proper
       notice to, among other parties, the Debtors and the
       Creditors Committee.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Inks Pact with U.S. Bank & Portland Airport Operator
---------------------------------------------------------------
Delta Air Lines, Inc., reached an agreement with U.S. Bank
National Association, and the Port of Portland, operator of the
Portland International Airport.

U.S. Bank is the successor trustee for the Port of Portland
Special Obligation Revenue Bonds, Series 1992, issued under the
Port's Ordinance No. 364 enacted on June 10, 1992, and effective
as of July 11, 1992

Pursuant to a stipulation, the parties agree that the Agreements
will be rejected as of April 1, 2006.  Delta will abandon certain
Expendable Property to the Port, subject to the rights of the
Trustee, effective April 1.

The Port agrees that it will not set off or use any funds
deposited by the Debtors as a security deposit or pursuant to
another similar arrangement, or owed to the Debtors by the Port
under the Rejected Agreements or other agreements between the
same parties, without further Court order.  Delta and the Port
acknowledge that they are currently continuing discussions with
respect to a potential set-off stipulation.

For purposes of the Debtors' rejection request, the Debtors are
treating the Facilities Lease dated August 1, 1992, one of the
Rejected Agreements, as a "true lease," and not a financing
arrangement.  In doing so, however, the parties expressly reserve
all of their rights, claims, and defenses under all relevant
agreements and applicable law on all issues, including, but not
limited to, whether any party's obligations under any lease to
which it is a party are true lease obligations or prepetition
financing obligations.

                      Portland Airport Lease

Delta Air Lines, Inc., and the City of Portland are parties to
three leases for various facilities at the North Cargo Facility
Complex at the Portland International Airport, in Multnomah
County, Oregon:

   Contract                                  Date of Lease
   --------                                  -------------
   Facilities Lease                             08/01/92

   Ground Lease for Ground Service              07/01/91
   Equipment Facility

   Ground Lease for Airfreight and              07/01/91
   Cabin Service Facilities

Delta, the Port of Portland, and U.S. Bank National Association
are parties to a Tax Regulatory Agreement, dated August 1, 1992.

Pursuant to the Agreements, Delta was required to construct an
air cargo facility, a cabin service facility, and a ground
equipment facility, and related paving and parking areas with the
proceeds of tax-exempt bonds issued by the Port of Portland.
Delta has the right to use and occupy those facilities and the
land underneath them.

                    Lease Rejection Request

The Debtors has sought authority from the U.S. Bankruptcy Court
for the Southern District of New York to reject the three leases
and related agreement effective April 1, 2006.

The Debtors told the Court that as part of their ongoing
restructuring efforts, the Debtors determined that the Portland
Facilities, and therefore the Agreements, are not necessary for
their continued operations and do not benefit their estates.

The Debtors also sought the Court's permission to abandon all
furniture, fixtures and equipment remaining in the Portland
Facilities.

                    About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DRYDEN XI: Moody's Places Ba2 Rating on $23.6 Million Notes
-----------------------------------------------------------
Moody's Investors Service reported that it assigned ratings to the
following notes issued by Dryden XI-Leveraged Loan CDO 2006:

   * Aaa to the $325,000,000 Class A-1 First Priority Senior
     Secured Floating Rate Notes Due April 12, 2020;

   * Aaa to the $225,000,000 Class A-2A First Priority Senior
     Secured Floating Rate Notes Due April 12, 2020;

   * Aa1 to the $25,000,000 Class A-2B First Priority Senior
     Secured Floating Rate Notes Due April 12, 2020;

   * Aa2 to the $25,300,000 Class A-3 Second Priority Senior
     Secured Floating Rate Notes Due April 12, 2020;

   * A2 to the $47,200,000 Class B Third Priority Mezzanine
     Secured Deferrable Floating Rate Notes Due April 12, 2020;

   * Baa2 to the $24,800,000 Class C-1 Fourth Priority
     Mezzanine Secured Deferrable Floating Rate Notes Due
     April 12, 2020;

   * Baa2 to the $12,700,000 Class C-2 Fourth Priority
     Mezzanine Secured Deferrable Fixed Rate Notes Due
     April 12, 2020;

   * Ba2 to the $23,600,000 Class D Fifth Priority Mezzanine
     Secured Deferrable Floating Rate Notes Due April 12, 2020.

Moody's also assigned Aaa to the $25,000,000 Class P Securities
Due April 12, 2020; Ba2 to the $10,000,000 Class Q-1 Securities
Due April 12, 2020; and Baa2 to the $20,000,000 Class Q-2
Securities Due April 12, 2020.

Moody's ratings reflect the quality of the collateral pool, the
enhancement afforded the senior classes by the capital structure,
the legal documentation of the transaction, and its review of the
collateral manager's prior experience and capacity to manage the
portfolio.

Pramerica Investment Management will serve as portfolio manager.


DYNCORP INTL: Prices Common Shares for IPO at $15 Per Share
-----------------------------------------------------------
DynCorp International Inc. disclosed the initial public offering
of 25 million of its Class A common shares at a price of $15 per
share.  Shares of DynCorp International's Class A common stock
will be traded on the New York Stock Exchange under the symbol
"DCP."  In addition, DynCorp International has granted the
underwriters a 30-day over-allotment option to purchase an
additional 3,750,000 shares.

The offering was made through an underwriting syndicate led by
Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., who
acted as joint book-running managers. Bear, Stearns & Co. Inc.
acted as co-lead manager.  CIBC World Markets Corp., Jefferies
Quarterdeck (a division of Jefferies & Company, Inc.), UBS
Securities LLC and Wachovia Capital Markets LLC acted as
co-managers.

                          About DynCorp

DynCorp International LLC -- http://www.dyn-intl.com/-- the
operating company of DynCorp International Inc., provides
specialized mission-critical technical and professional services
to civilian and military government agencies and commercial
customers.  Headquartered in Irving, Texas, DynCorp International
employs more than 14,0000 people in 35 countries.

                         *     *     *

As reported in the Troubled Company Reporter on April 24, 2006,
Moody's Investors Service placed DynCorp's B2 rated $90 million
senior secured first lien revolving credit facility due 2010; B2
rated $342.4 million senior secured first lien term loan facility
due 2011, Caa1 rated $320 million senior subordinated notes due
2013; and B2 Corporate Family Rating on review.


EMERGE CAPITAL: Dec. 31 Balance Sheet Upside-Down by $3.9 Million
-----------------------------------------------------------------
Emerge Capital Corp., fka Nuwave Technologies, Inc., filed its
consolidated financial statements for the year ended
Dec. 31, 2005, with the Securities and Exchange Commission on
April 17, 2006.

The Company reported a $4,281,439 net loss on $591,608 of total
revenues in 2005.

At Dec. 31, 2005, the Company's balance sheet showed $4,945,725 in
total assets and $8,903,974 in total liabilities, resulting in a
$3,958,249 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $1,975,934 in total current assets available to pay
$2,095,066 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8de

Emerge Capital Corp. -- http://www.corporate-strategies.net/--
provides Business Restructuring, Turnaround Management, and
Advisory Services for emerging and re-emerging public and private
companies through its wholly owned operating subsidiary, Corporate
Strategies, Inc.  CSI helps micro-cap public companies accelerate
growth, provides working capital strategies, funding alternatives
and in select cases, makes direct investments in client companies.


EMILIAN ELEFTERATOS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Emilian Spiru Elefteratos
        Iuliana Elefteratos
        fdba Etalon Holdings, LLC
        19955 Herriman Avenue
        Saratoga, California 95070

Bankruptcy Case No.: 06-50769

Chapter 11 Petition Date: May 9, 2006

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: David A. Boone, Esq.
                  Law Offices of David A. Boone, P.C.
                  1611 The Alameda
                  San Jose, California 95126
                  Tel: (408) 291-6000
                  Fax: (408) 291-6016

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MBNA America                     Credit Card Debt      $204,665
P.O. Box 17054
Wilmington, DE 19884

Brian McMahon                    Personal Loan         $100,000
3697 Mount Diablo Boulevard
Suite 175
Lafayette, CA 94549

Filiep Sackx & Elena Paritskaya  Personal Loan          $90,000
c/o Book & Book LLP
1414 Soquel Avenue, #203
Santa Cruz, CA 95062

Maria Diaconu                    Personal Loan          $45,000

American Express                 Credit Card Debt       $11,068

SBC                              Services                $1,952

Central Financial Control        Collection Agent        $1,727

Household Credit Services        Credit Card Debt          $453

Macy                             Credit Card Debt          $399

Macy/FDSB                        Credit Card Debt          $337

Spiegel                          Credit Card Debt          $319

CBSJ Financial Corp.             Collection Agent          $204


EMMIS COMMS: Aborted Washington Nationals Buy-Out Lowers Income
---------------------------------------------------------------
Emmis Communications Corporation had deferred approximately
$1.1 million of third-party acquisition-related costs associated
with the acquisition of the Washington Nationals Major League
Baseball franchise.  On April 18, 2006, Emmis reported results for
its fourth quarter and full year ended February 28, 2006, and
continued to believe that deferral of these costs was appropriate.
However, on May 3, 2006, Major League Baseball announced that it
had awarded the right to purchase the Washington Nationals to a
group other than the one led by Emmis.  As a result of this
subsequent event, Emmis has expensed these costs in its year ended
February 28, 2006, as a component of corporate expenses.

Consequently, Emmis' operating income in its Form 10-K for the
year ended February 28, 2006, will be $1.1 million lower than
reported.

                          About Emmis

Emmis Communications Corporation (Nasdaq: EMMS) --
http://www.emmis.com/-- is an Indianapolis-based diversified
media firm with radio broadcasting, television broadcasting and
magazine publishing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed the ratings of Emmis
Communications Corporation's Senior Secured Debt at Ba2 and Senior
Subordinated Notes at B2.  Moody's also affirmed the ratings of
Emmis Communication's wholly owned subsidiary, Emmis Operating
Company's, Senior Unsecured Debt at B3, Cumulative Preferred Stock
at Caa1, and Corporate Family Rating at Ba3.  Moody's however
changed the outlook to stable from positive.


FALCON AIR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Falcon Air Express, Inc.
        9500 Northwest 41st Street
        Miami, Florida 33178
        Tel: (305) 592-5672
        Fax: (305) 592-8608

Bankruptcy Case No.: 06-11877

Debtor affiliate filing separate chapter 11 petition:

      Entity                          Case No.
      ------                          --------
      MAJEL Aircraft Leasing Corp.    06-11878

Type of Business: The Debtor is a small and low-cost airline
                  company that provides charter service and
                  renders foreign and U.S. carriers sub-service on
                  scheduled routes.
                  See http://www.falconairexpress.net/

Chapter 11 Petition Date: May 10, 2006

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Brian G. Rich, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 100
                  Miami, Florida 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Falcon Air Express, Inc.      $10 Million to     $10 Million to
                              $50 Million        $50 Million

MAJEL Aircraft Leasing Corp.  Less than $50,000  Less than $50,000

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                           Claim Amount
   ------                           ------------
Pegasus Aviation Inc.                $19,297,328
Four Embarcadero Center
Suite No. 3550
San Francisco, CA 94111
Tel: (415) 984-4830

U.S. Treasury                         $7,053,822
Rina Stacy - Apply Trust Fund TS
51 Southwest 1st Avenue, Room 700
Miami, FL 33130

RPK Capital Management Group, LLC     $1,312,000
1640 West Hubbard Street
Chicago, IL 60622
Tel: (312) 492-8710

Dade County Aviation Department       $1,305,429
PFC Accounting Division
P.O. Box 592616
Miami, FL 33159
Tel: (305) 876-7863

Hamilton Aerospace                    $1,170,161
Technologies, Inc.
P.O. Box 23009
Tucson, AZ 85734
Tel: (520) 294-3481

Immigration and Naturalization        $1,067,532
P.O. Box 93963
Chicago, IL 60601

First Insurance Funding Corp.         $1,041,990
450 Skokie Boulevard, Suite 1000
Northbrook, IL 60062
Tel: (800) 837-3707

U.S. Department of Treasury             $590,273
P.O. Box 105576
FMS DMS
Atlanta, GA 30348
Tel: (888) 826-3127

Transportation Security Admin.          $588,013
Office of Revenue TSA-14
601 South 12th Street
West Tower - 12th Floor
Arlington, VA 22202
Tel: (571) 227-3046

Phoenix Fuel                            $336,058
304 Coffen Avenue
Sheridan, WY 82801
Tel: (800) 444-5823

Aviation Refinance                      $322,411
Transaction LLC
c/o Pratt & Whitney
400 Main Street
East Hartford, CT 06108
Tel: (860) 557-3111

Commercial Jet Inc.                     $305,000
Miami International Airport
Building 20, Bay 28
P.O. Box 591228
Miami, FL 33159-1228
Tel: (305) 871-3765

Jet Solution International, Inc.        $272,452
1525 Northwest 56th Street
Suite No. 202
Fort Lauderdale, FL 33309
Tel: (954) 491-9966

Southeast Marine and Aviation           $261,367
The Colonnade, Room 200
2333 Ponce De Leon Boulevard
Miami, FL 33134
Tel: (305) 779-7676

Falcon Air SA                           $243,400

9500 Building Ltd.                      $213,784

U.S. Department of Agriculture          $210,886

Aviation Brake Service, Inc.            $128,496

Worldwide Flight Services                $89,397

Jet Tech C.R. Corp.                      $85,861


FISHERS OF MEN: Taps James McGuire as Bankruptcy Counsel
--------------------------------------------------------
Fishers of Men Christian Fellowship Church asks the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to employ James A. McGuire, Esq., as its bankruptcy counsel.

Mr. McGuire will:

    a. advise the Debtor as to its rights, duties and powers as a
       debtor-in-possession;

    b. prepare and file the statements, schedules, plans, and
       other documents and pleadings necessary to be filed by the
       Debtor in its chapter 11 case;

    c. represent the Debtor at all hearings, meetings of
       creditors, conferences, trials, and other proceedings; and

    d. perform other legal services necessary in connection with
       the Debtor's chapter 11 case.

Mr. McGuire tells the Court that he will bill $300 per hour for
this engagement.  Mr. McGuire discloses that his paralegals bill
$75 per hour.

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

Based in Houston, Texas, Fishers of Men Christian Fellowship
Church, filed for chapter 11 protection on Apr. 3, 2006 (Bankr.
S.D. Tex. Case No. 06-31373).  James A. McGuire, Esq., at Milledge
Law Firm, P.C., represents the Debtor in its restructuring
efforts.  In its chapter 11 petition, the Debtor disclosed that it
did not have unsecured creditors who were not insiders.  When the
Debtor filed for protection from its creditors, it listed total
assets of $11,000,000 and total debts of $299,000.


FLYI INC: Wants to Walk Away from Seven IAE Purchase Contracts
--------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to reject seven
executory contracts with IAE International Aero Engines AG.

The Debtors tell the Court that as a result of the discontinuation
of the their scheduled flight operations, the contracts, which
relate to the purchase of aircraft engines, have become
unnecessary to their estates.  The Debtors believe that these IAE
Contracts have no value to their estates and thus are appropriate
for immediate rejection:

    1. Initial Order Interim Agreement for the Supply of New V2500
       Engine Spare Parts signed 9/1/2004;

    2. Side Letter No. 1 to the V2500-A5 General Terms of Sale
       dated 9/30/2004;

    3. Side Letter No. 2 to the V2500-A5 General Terms of Sale
       dated 9/30/2004;

    4. Side Letter No. 3 to the V2500-A5 General Terms of Sale
       dated 9/30/2004;

    5. Standard Terms of Business for Lease of V2500 Engines
       signed 9/30/2004;

    6. Standard Terms of Business for Lease of V2500 Engines
       signed 9/30/2004; and

    7. V2500 General Terms of Sale dated 9/30/2004.

                        About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Courts Okays Rejection of Virginia DIP Building Lease
---------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to reject a
non-residential real property lease with DIP Building Two, LLC,
located at Dulles International Park, 515A Shaw Road, in Sterling,
Virginia.

The Debtors tell the Court that they no longer have any use for
the property and believe that the lease has no market value.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GENERAL MOTORS: Declares $445MM Earnings after 1st Qtr. Adjustment
------------------------------------------------------------------
General Motors Corp. finalized its first-quarter 2006 financial
results to reflect final determination of the first-quarter
accounting treatment for the recently approved retiree health-care
settlement agreement and other adjustments.

As a result, GM earned $445 million in the first quarter.
These results compare with a preliminary loss for the period of
$323 million.  GM reported a loss of $1.3 billion in the first
quarter of 2005.

The difference between the preliminary and final results primarily
reflects a change in the way GM will account for the health-care
settlement agreement between GM and the United Auto Workers union.
As part of the agreement, GM will make contributions to a new
independent Voluntary Employees' Beneficiary Association trust
(VEBA) of $1 billion in each of 2006, 2007, and 2011.  GM will
also make supplemental contributions to this VEBA related to
events like profit-sharing payments, wage deferrals from active
employees, and increases in the value of GM stock.

After discussions with the U.S. Securities and Exchange Commission
on the proper accounting treatment for the settlement agreement,
GM has determined that it will recognize the impact of the
contributions over approximately 7 years, beginning in the third
quarter of 2006 when the health-care changes are scheduled to take
effect.

Excluding special items, GM reported adjusted net income of
$184 million in the first quarter of 2006, compared with a
preliminary adjusted loss for the period of $529 million.  In the
year-ago quarter, GM reported an adjusted loss before special
items of $988 million.

This table describes the effects of the accounting treatment, and
the adjustment in GMAC's profitability, on adjusted net income,
which excludes special items.

               GM First Quarter Adjusted Net Income (loss) (Dollars in
millions
              except per share amounts)

                    Preliminary Q1-2006    Final Q1-2006           Q1-2005
GMNA                            $ (946)          $ (462)         $ (1,513)
Total Automotive                  (721)            (237)           (1,504)
Other                             (413)            (216)             (212)
GMAC                               605              637               728
                    ------------------------------------------------------
Total GM                        $ (529)           $ 184            $ (988)
Earnings (loss)

The reported results for the first quarter of 2006 include special
items totaling a favorable $261 million after tax.  These results
include a gain of $372 million from the sale of most of GM's stake
in Suzuki.  This gain was increased by $55 million to reflect
finalization of the foreign exchange treatment for the
transaction.  The gain was partially offset by restructuring
charges totaling $111 million at GM North America, GM Europe and
GM Latin America/Africa/Middle East.

GM is also revising its first-quarter financial results for
General Motors Acceptance Corporation to reflect finalization of
the tax effect of the sale of GMAC Commercial Mortgage, which
closed late in March.  As a result, GMAC earned $637 million in
the first quarter of 2006, compared to the previously reported
preliminary first-quarter net income of $605 million.  GMAC earned
$728 million in the year-ago period.

GM remains committed to reducing structural costs in North America
by $7 billion on a running rate basis by the end of 2006.  Running
rate basis refers to the average annualized cost savings into the
foreseeable future anticipated to result from cost savings actions
when fully implemented.

Due to the change in the accounting treatment of the UAW
health- care settlement, GM now expects approximately $4.5 billion
of structural cost reductions to be realized during calendar year
2006, compared with $4 billion previously estimated for calendar
year 2006.

                      About General Motors

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

                         *     *     *

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

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


INFORMATION ARCHITECTS: Jaspers + Hall Raises Substantial Doubt
---------------------------------------------------------------
Jaspers + Hall, PC, in Denver, Colorado, raised substantial doubt
about Information Architects Corporation's ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's recurring losses from
operations and stockholders' deficiencies.

The Company reported a $620,106 net loss on $503,470 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,826,651 in
total assets and $5,370,067 in total liabilities, resulting in a
$3,574,203 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $29,210 in total current assets available to pay $5,370,067
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8e5

Information Architects Corporation (OTCBB: IACH) -
http://www.ia.com/-- provides employment screening and background
investigations software application.


INTEGRATED ELECTRICAL: Receives "Wells Notice" from SEC Staff
-------------------------------------------------------------
Integrated Electrical Services disclosed in a Form 8-K filing with
the United States Securities and Exchange Commission that it
received a "Wells Notice" from the SEC staff.  In addition, Wells
Notices have been issued to IES' current chief financial officer
and certain former executives of the company.

A "Wells Notice" indicates that the SEC Staff intends to
recommend that the agency bring an enforcement action against the
recipients for possible violations of federal securities laws.
Recipients of "Wells Notices" have the opportunity to submit a
statement on their interests and position with respect to any
proposed enforcement action.  If the Staff makes a recommendation
to the SEC, the statement will be forwarded to the Commission for
consideration.

The Staff indicated that the Wells Notices relate to the
accounting treatment and disclosure of two receivables that were
written down in 2004, IES' contingent liabilities disclosures in
various prior periods, and the company's failure to disclose a
change in its policy for bad debt reserves and resulting write-
down of such reserves that occurred in 2003 and 2004.  The
possible violations referenced in the Wells Notices to IES and
its chief financial officer include violations of the books and
records, internal controls and antifraud provisions of the
Securities Exchange Act of 1934.

IES first disclosed the existence of the SEC inquiry into this
matter in November 2004.

                  About Integrated Electrical

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

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


INTEGRATED ELECTRICAL: Five Directors Own IES Common Stock
----------------------------------------------------------
In separate Form 4 filings with the United States Securities and
Exchange Commission, five members of the board of directors of
Integrated Electrical Services, Inc., report that they each
received 1,500 shares of common IES stock, at $1.06 per share, on
April 3, 2006.

The stock represents a portion of the directors' fees issued
pursuant to the 1997 Stock Plan.  The Directors currently hold
these amount of IES shares:

                                  Shares Owned
     Director                   After Transaction
     --------                   -----------------
     C. Byron Snyder                 14,692
     George O. McDaniel III           3,701
     Donald L. Luke                   4,815
     Charles H. Beynon                3,701
     Ronald P. Badie                 32,008

Mr. Snyder, chairman of the board, president and chief executive
officer of IES, also discloses that he has indirect ownership of
IES common stock through these trust funds:

     Number of Shares     Trust Fund
     ----------------     ----------
         2,585,829        1996 Snyder Family Partnership Trust
             9,599        Worth Byron Snyder Trust
             9,582        Gregg Layton Snyder Trust
               699        1998 Snyder Family Partnership
                            Management Trust

                  About Integrated Electrical

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

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


INTERPOOL INC: Improved Balance Sheet Prompts S&P's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status
of its ratings on Interpool Inc., including the 'BB' corporate
credit rating, to positive from developing.

"The CreditWatch revision follows the Interpool's improved balance
sheet after the March 29, 2006, sale of approximately 74% of its
dry marine cargo container fleet, with proceeds used to repay $434
million of related debt and a gain of approximately $61 million
realized on the sale," said Standard & Poor's credit analyst Betsy
Snyder.

As a result, the Interpool's debt to capital declined to around
71% at March 31, 2006, from 81% at Dec. 31, 2005.  Interpool will
continue to manage the fleet for the new buyers, generating fee
income.

Interpool is the largest lessor of chassis in North America, with
a fleet of 227,000 chassis.  Chassis are wheeled frames attached
to cargo containers that, when combined, are equivalent to a
trailer that can be trucked to its destination.  Interpool's only
major competitor in this business is privately held Flexi-Van
Leasing Inc.  The chassis leasing business has tended to generate
strong and stable cash flow, even in periods of economic weakness.

Interpool's other major business is marine cargo container
leasing.  The company focuses on long-term operating and finance
leases.  Interpool also owns 50% of Container Applications
International Inc., which focuses on shorter-term operating leases
and manages Interpool's equipment after its initial long-term
leases.  Marine cargo container leasing is a more cyclical
business than chassis leasing, and depends on global economic
merchandise trends.

However, Interpool's earnings and cash flow from marine cargo
container leasing are somewhat more stable than those of most
industry participants, because of the long-term nature of its
leases.  As a result, its revenues have been affected to a lesser
extent than those of its major competitors by periods of weak
demand.

Standard & Poor's will evaluate the company's operating strategy
and credit ratios, pro forma for the sale of a substantial portion
of its marine cargo container assets and the associated debt and
interest expense reduction.


JOHN DEVLIN: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Robert and Tammy Lyn Devlin
        1652 East Nichols Lane
        Littleton, Colorado 80122

Bankruptcy Case No.: 06-12573

Type of Business: The Debtors previously filed for
                  chapter 11 protection on Dec. 20, 2005
                  (Bankr. D. Colorado, Case No. 05-53040).

Chapter 11 Petition Date: May 9, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Robert Padjen, Esq.
                  Laufer & Padjen, LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, Colorado 80111
                  Tel: (303) 830-3173
                  Fax: (303) 830-3135

Total Assets: $1,294,497

Total Debts:  $1,273,384

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase Mastercard                 Credit Card            $25,364
P.O. Box 94014
Palatine, IL 60094-4014

MBNA America                     Credit Card            $25,175
P.O. Box 15137
Wilmington, DE 19886-5137

American Express                 Credit Card            $20,421
P.O. Box 297884
Fort Lauderdale, FL 33329-7884

National City                    Credit Card            $10,748

MBNA                             Credit Card            $10,196

US Bank                          Credit Card             $9,864

Sears/Great Indoors              Credit Card             $8,661

Colorado Student Loans           Loan                    $5,667

Colorado School of Traditional   Loan                    $4,445
Chinese Medicine

Citifinancial                    Credit Card             $4,206

Linda C. Huang, M.D., P.C.       Credit                  $1,712

Fay, CPA, P.C.                   Credit                    $909

Ann Taylor                       Credit Card               $816

First USA Bank - Bankruptcy      Credit Card               $716
Department

Health One Rose Medical Center   Credit                    $426

Breckenridge Sanitation          Credit                    $148
District

Waste Management                 Credit                     $79


KAIRE HOLDINGS: Accumulated Deficit Prompts Going Concern Doubt
---------------------------------------------------------------
Pohl, McNabola, Berg & Company, LLP, expressed substantial doubt
about Kaire Holdings, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2005.  The auditing firm pointed to the
company's incurred substantial net losses, utilization of
substantial amounts of cash in its operating activities over the
past several years, accumulated deficit and stockholders' deficit.

For the year ended Dec. 31, 2005, the company had $246,422 in
total assets and $4,102,298 in total liabilities resulting in a
stockholders' deficit of $3,855,876.

As of Dec. 31, 2005, the company's had current liabilities
totaling $4,102,298 compared to current assets totaling $204,876,
resulting in a working capital deficit of $3,897,422.  This was an
83.6% increase from the previous year's deficit of $2,122,516.

This result was attributed primarily to increases in:

    1) accounts payable and accrued expenses of $76,844 (17.1%),
    2) convertible notes of $755,795 (122.3%),
    3) derivative liability of $694,107 (86.4%),
    4) accrued interest of $111,834 (53.9%),

plus decreases in:

    5) accounts receivable (net of reserve for doubtful) of
       $36,907 (27.8%),

    6) inventory of $82,234 (54.8%),

    7) bank overdraft of $15,297 (76.7%)and

    8) notes payable shareholders of $24,330 (33.1%).

At Dec. 31, 2005, the company's balance sheet showed an
accumulated deficit of $43,883,088 compared to an accumulated
deficit of $41,722,965 at Dec. 31, 2004.

For the year ended Dec. 31, 2005, the company reported a
$2,160,123 net loss on $1,252,958 of net revenue.  This compares
to a net loss of $857,425 on net revenues of $2,218,086 for the
year ended Dec. 31, 2004.

Net non-cash items affecting operating activities for the period
ending Dec. 31, 2005 amounted to $793,380, which mainly consisted
of the $2,160,123 net loss for the year adjusted by:

    1) accretion of convertible debt of $455,249,

    2) loss from the change in derivative liability of $510,143,

    3) compensation expense related to warrants granted to officer
       of $192,000,

    4) common stock issued for professional services of $150,000,

    5) gain from the change in warrant liability of $105,771,

    6) amortization of deferred financing costs of $42,638,

    7) increase in reserve for doubtful accounts of $55,000 and

    8) other items totaling $67,484.

Net cash generated by operating activities for the period ending
Dec. 31, 2005 amounted to $252,819, consisting of:

    1) the decrease in inventories of $82,234,

    2) an increase in accrued interest on convertible notes of
       $111,834, and

    3) an increase in accounts payable and accrued expenses of
       $77,134,

offset by:

    1) the increase of accounts receivable of $18,093 and
    2) a decrease in income and sales tax payable of $290.

Net cash used in investing activities for the year ended Dec. 31,
2005 was $950, attributable to the company's purchase of a new
computer server.

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

             http://ResearchArchives.com/t/s?8f5

                     About Kaire Holdings

Kaire Holdings Inc. provides pharmacy marketing and support
services for long-term care facilities.  The company helps
patients with medication compliance, monitors for adverse drug
reactions, and supports health care providers in monitoring
patients' progress.  Kaire Holdings also provides patients with
monthly cycle medications, as well as offers long-term care
providers with training and drug education.  In addition, the
company provides specialized products such as mobile medication
carts and emergency medication kits.


KELLWOOD CO: Moody's Cuts Rating on $270 Mil. Senior Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
for Kellwood Company and downgraded the senior unsecured debt
rating to Ba3 from Ba2 following the completion of a secured asset
based credit facility that replaced an unsecured revolving credit
facility.  The downgrade of the senior unsecured debt rating
reflects the effective subordination of the remaining unsecured
creditors to the new secured credit facility and the release of
the subsidiary guarantees since they were linked to the terminated
credit facility.  The outlook remains negative.

Kellwood's ratings reflect the diversification by brand, product
category and price point.  The company is the largest marketer of
dresses in the United States and is a major manufacturer of shirts
through its Smart Shirts subsidiary.

The ratings are also supported by the company's ample liquidity.
On the downside, the ratings consider the challenges the company
has faced in launching new brands and the disruption and expense
associated with repositioning of its legacy brands; and the
concern that as the company acquires brands that compete at better
price points the increased fashion risk could introduce higher
volatility to sales and profitability.

Kellwood's operating and credit metrics remain weak relative to
its assigned rating category.  Adjusted EBIT margin was 3.9% in
fiscal 2005, excluding restructuring charges, down from 5.8% in
the previous year.

Moody's expects that operating profitability will return to
between 5% and 7% in the near term. Leverage, as measured by
adjusted debt/EBITDA is high at 7.0x and is likely to remain above
4.0x over the next two years.  Liquidity, as measured by adjusted
EBIT/interest expense is expected to improve from the 1.1x level
posted in 2005 to over 3.0x by the end of the 2007 fiscal year.
With the exception of fiscal 2004, Kellwood has historically
generated good levels of free cash flow generation with adjusted
FCF/debt standing at 27.9% at the end of fiscal 2005.

The negative outlook reflects Moody's concern that the company's
operating margin may remain below 5% for a prolonged period; the
possibility that the relaunch of Calvin Klein and O Oscar may
again fail to meet expectations; that the dress business may
deteriorate at a faster than expected rate; and that Kellwood will
continue to find its entry into the better women's sportswear
market to be difficult.

This ratings was affected:

   * $270 million senior unsecured notes downgraded to
     Ba3 from Ba2.

Kellwood, based in St. Louis, Missouri, designs, sources, and
markets women's sportswear and dresses under a multitude of brand
names including Calvin Klein, Sag Harbor, Briggs and Koret.  The
company's menswear division is a major manufacturer of both
private label and branded woven and knit shirts, and owns Phat
Fashions.  Kellwood also produces other soft goods under owned and
licensed brands including Gerber, Kelty, Eddie Bauer, Sierra
Designs, and Wenger-Swiss Army.  Fiscal 2005 sales were $2.1
billion and reported operating income was $40 million.


KERR-MCGEE CORP: Improved Performance Prompts S&P's Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on oil and gas exploration and production company
Kerr-McGee Corp. and revised its outlook on the company to stable
from negative.

As of March 31, 2006, the Oklahoma City, Oklahoma-based company
had $2.4 billion of debt outstanding.

"The outlook revision is partially based on the change in our oil
pricing assumptions, which we recently announced," said Standard &
Poor's credit analyst Andrew Watt.  "Ratings stability is also
supported by the company's improved operating performance."

Standard & Poor's said that it is still concerned by the company's
financial policy, particularly the large debt financing of its
$4.25 billion share repurchase program in 2005.

Although the company reduced debt fairly rapidly in 2005,
primarily with proceeds from asset sales, management recently
announced a $1 billion share repurchase program.

"The stable outlook on Kerr-McGee reflects our expectation for
solid operating performance and that management will not pursue a
more aggressive share repurchase policy," said Mr. Watt.


KL INDUSTRIES: Wants to Borrow Funds from LaSalle Bank
------------------------------------------------------
KL Industries, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to borrow funds from
LaSalle Bank National Association.

Peter J. Roberts, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, in Chicago, Illinois, tells the Court that the going
concern value of the Debtor's assets will likely deteriorate
absent the ability to borrow funds on an interim basis.  The
Debtor intends to use these funds to pay for expenses associated
with its postpetition operations and the maintenance and
preservation of its assets pending a final hearing.

Before filing for bankruptcy, the Debtor financed its operations
pursuant to a loan and security agreement with LaSalle.  The
Debtor pledged substantially all of its assets as security under
the Prepetition Loan Agreement.  The Prepetition Loan Agreement is
comprised of two principal components:

   (1) a term loan in the original principal amount of $2,151,000,
       and

   (2) a revolving loan in a maximum aggregate principal amount
       equal to the lesser of:

      (a) $5,500,000; or
      (b) 85% of the aggregate face amount of the Debtor's
          eligible accounts receivable, plus 50% of the aggregate
          value of the Debtor's eligible inventory, not to exceed
          $750,000.

As of the Debtor's bankruptcy filing, the principal balance of the
term loan was approximately $1,906,350, and the principal balance
of the revolving loan was approximately $4,123,300, leaving an
aggregate principal balance under the Prepetition Loan Agreement
of approximately $6,029,650.  The Debtor's obligations under the
Prepetition Loan Agreement are guarantied up to $1 million by
Gerald Capizzi, one of the Debtor's directors and its majority
shareholder.

                       DIP Financing Terms

The Debtor and LaSalle are still negotiating the maximum principal
amount of the DIP Facility on a final basis, and they will advise
the Court of that amount.  The DIP Facility will bear interest at
the per annum rate equal to LaSalle's prime rate, plus 3%.

The DIP Facility will terminate at the earliest of:

   (a) July 31, 2006;

   (b) the entry of an order pursuant approving the sale of
       substantially all of the Debtor's assets;

   (c) the effective date of any plan of reorganization;

   (d) conversion of the chapter 11 case to a case under chapter 7
       of the Bankruptcy Code;

   (e) appointment of a trustee or examiner; or

   (f) dismissal of the chapter 11 case.

LaSalle's claims under the DIP Facility will be secured by first
priority, non-avoidable, perfected, valid and enforceable liens on
and security interests in all or substantially all of the Debtor's
assets.

                       About KL Industries

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.


LEAP WIRELESS: To Conduct Forward Sale of $250MM of Common Stock
----------------------------------------------------------------
Leap Wireless International, Inc., plans to conduct a forward sale
of $250 million of its common stock through an underwritten
offering.  The purpose of the proposed offering is to provide Leap
with access to additional funds for general corporate purposes and
working capital, including for the acquisition and build-out of
wireless licenses in the FCC's upcoming Auction #66 and in the
spectrum after-market.

In connection with this offering, Leap will enter into forward
sale agreements for $250 million of its common stock with
affiliates of some of the underwriters, referred to as the forward
purchasers.  The forward purchasers or their affiliates will then
borrow shares of Leap common stock and sell them to the public in
the underwritten offering.

The forward sale agreements provide for settlement on a date or
dates to be specified by Leap (or in certain instances by the
forward purchasers), at a price based on the public offering price
less the underwriting discount.  The settlement of the forward
sale agreements is expected to occur following the completion of
the FCC's upcoming Auction #66, but in no event later than twelve
months following the date of the forward sale agreements.  Subject
to certain exceptions, Leap will have the right to elect physical,
cash or net stock settlement of the forward sale agreements.

The forward purchasers also will grant to the underwriters an
option to purchase up to approximately $37.5 million of additional
common stock, exercisable solely to cover over-allotments, in
which case Leap's and the forward purchasers' commitments under
the forward sale agreements will be increased.

Leap may not issue any shares of common stock or receive any
proceeds from the offering until the forward sale agreements are
physically settled, unless the forward purchasers or their
affiliates are not able to borrow sufficient shares of Leap common
stock for the offering.

The offering will be made under a registration statement on Form
S-1 to be filed in the near future with the Securities and
Exchange Commission.

                       About Leap Wireless

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

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior secured debt ratings on San Diego, California-
based wireless carrier Leap Wireless International Inc., and
removed them from CreditWatch.  The outlook is stable.  Total debt
as of Dec. 31, 2005, was $594 million.


LIFEGATE REALTY: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lifegate Realty I, LLC
        P.O. Box 11
        Saint Charles, Illinois 60174

Bankruptcy Case No.: 06-05397

Chapter 11 Petition Date: May 11, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Gina B. Krol, Esq.
                  Cohen & Krol
                  105 West Madison Street, Suite 1100
                  Chicago, Illinois 60602
                  Tel: (312) 368-0300
                  Fax: (312) 368-4559

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
LaSalle Bank National Assoc.     Real Estate         $8,448,842
135 South La Salle Street
Chicago, IL 60603

Kane County Collector            Real Estate Taxes      $42,277
P.O. Box 4000
Carol Stream, IL 60197-4000

In The Swim Discount                                     $9,999
Pool Supplies
320 Industrial Drive
West Chicago, IL 60185

Katten Muchin Rosenman LLP       Legal Services          $5,000

Shapiro, Olefsky & Co., CPA's                            $1,000

Neil D. Freeman, Broker                                 Unknown
Freeman Realty Advisors, Inc.


LONG BEACH: Moody's Junks Rating on Class M3 Certificates
---------------------------------------------------------
Moody's Investors Service downgraded and placed under review for
possible downgrade twelve certificates from six deals issued by
Long Beach Mortgage Company.  The transactions are backed by
primarily first lien adjustable and fixed rate subprime mortgage
loans originated by Long Beach.  The master servicer on the deals
is Long Beach Mortgage Company.

The twelve subordinate classes are being downgraded or placed on
review for possible downgrade because existing credit enhancement
levels may be low given the current projected losses on the
underlying pools.  The transactions have taken significant losses
causing gradual erosion of the overcollateralization.

In addition, the severity of loss on the liquidated loans has
begun to increase due among other factors to a higher
concentration of manufactured housing loans.  In the review
Moody's also focused on the various triggers available to the
transactions and how they have helped protect investors.

Moody's complete rating actions:

Issuer: Long Beach Mortgage Loan Trust Asset Backed Certificates

Downgrades:

   * Series 2001-4; Class M2, downgraded to Ba3 from Baa1
   * Series 2001-4; Class M3, downgraded to Ca from Caa1
   * Series 2002-1; Class II-M1, downgraded to A2 from Aa2
   * Series 2002-1; Class M2, downgraded to Baa3 from A2
   * Series 2002-2; Class M3, downgraded to Ba3 from Baa2

Review for Possible Downgrade:

   * Series 2000-1; Class M-1, current rating A2, under review
     for possible downgrade

   * Series 2000-1; Class M-2, current rating B1, under review
     for possible downgrade

   * Series 2000-1; Class M-3, current rating Caa2, under review
     for possible downgrade

   * Series 2000-LB1; Class M2F, current rating B3, under review
     for possible downgrade

   * Series 2000-LB1; Class M2V, current rating Baa3, under
     review for possible downgrade;

Issuer: Asset Backed Securities Corporation

Review for Possible Downgrade:

   * Series 2002-HE3; Class M-3, current rating Baa2, under
     review for possible downgrade

   * Series 2002-HE3; Class M-4, current rating Baa3, under
     review for possible downgrade


MAC MULCH: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mac Mulch, Inc.
        3339 South State Road 3
        New Castle, Indiana 47362

Bankruptcy Case No.: 06-02261

Chapter 11 Petition Date: May 9, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: James S. Kowalik, Esq.
                  Hostetler and Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Total Assets: $1,493,678

Total Debts:  $1,608,316

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CIT Group/Equipment              Debt Guarantee        $129,996
Financing, Inc.                  of McBride Corp.
c/o Kroger Gardis & Regas
111 Monument Circle, Suite 900
Indianapolis, IN 46204-5125

McBride Corporation              Loans                  $54,090
3339 South State Road 3
New Castle, IN 47362

MacAllister Machinery            Open Account           $46,000
Company, Inc.
P.O. Box 660200
Indianapolis, IN 46266-0200

Citizens State Bank              Line of Credit         $31,541

TCH, LLC                         Open Account           $11,894

Platinum Plus for Business       Credit Card            $10,887

Chase                            Credit Card             $9,325

Blossman Oil Company, Inc.       Open Account            $4,986

Wells Fargo Business Direct      Credit Card             $4,420

BMW Financial Services           Three-year Vehicle      $3,121
                                 Lease

Citizens Automobile              Vehicle                 $2,762
Finance, Inc.

Fiducial Business Center, Inc.   Accounting Services     $2,700

Industrial Pallet Corp.          Open Account            $1,960
Division of American
Fibertech Corporation

Caterpillar Financial Services   Equipment                 $169


MAGSTAR TECH: March 31 Balance Sheet Upside-Down by $4.1 Million
----------------------------------------------------------------
MagStar Technologies, Inc., delivered its financial results for
the quarter ended March 31, 2006, to the Securities and Exchange
Commission on May 4, 2006.

For the three months ended March 31, 2006, the Company earned
$338,112 of net income on $2,896,763 of net sales, compared to
$13,781 of net income on $1,568,663 of net sales for the same
period in 2005.

The Company's balance sheet showed $2,787,563 in total assets at
March 31, 2006, and liabilities of $6,905,505, resulting in a
stockholders' deficit of $4,117,942.

At March 31, 2006, the Company had a working capital deficiency of
$2,806,099, compared to a working capital deficiency of $3,004,467
at December 31, 2005.   The increase in working capital is due to
the reduction of debt as a result of profits during the quarter.

A full-text copy of MagStar Technologies' Quarterly and Transition
Report in Form 10-QSB, is available for free at:

               http://ResearchArchives.com/t/s?8d8

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 21, 2006,
Virchow, Krause & Company, LLP expressed substantial doubt about
Magstar Technologies, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements as of
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's working capital deficiency and stockholders' deficit.

                   About MagStar Technologies

Based in Hopkins, Minnesota, MagStar Technologies, Inc., --
http://www.magstar.com/-- is a prototype developer and
manufacturer of centrifuges, conveyors, medical devices, spindles,
and sub assemblies.  Its technical abilities in design, process,
and manufacturing specialize in the "concept-to-production"
process designed to result in short manufacturing cycles, high
performance, and cost effective products such as electro-
mechanical assemblies and devices for over two dozen medical,
magnetic, motion control, factory and laboratory automation and
industrial original equipment manufacturers -- OEMs.


MARKSON ROSENTHAL: Conducting Auction Sale of Assets on May 24
--------------------------------------------------------------
Markson Rosenthal & Co., Inc., obtained authority from the U.S.
Bankruptcy Court for the District of New Jersey in Newark to sell
substantially all of its assets.

The Debtor will sell its assets and operations, with nearly
$10 million in net book value of hard assets, through an auction
at 10:00 am, on May 24, 2006.  Bids are due by May 22, 2006, at
5:00 pm.

For bidding details, contact the Debtor's financial advisors and
attorneys:

   Attorneys:

   Becker, Meisel LLC
   Eisenhower Plaza II
   354 Eisenhower Parkway, Suite 2800
   Livingston, New Jersey 07039
   Tel. No.: (973)422-1100

   Financial Advisors:

   Tel. No.: (908) 283-6292

Headquartered in Englewood Cliffs, New Jersey, Markson Rosenthal &
Company, Inc. -- http://www.marksonrosenthal.com-- manufactures
point of purchase displays and offers contract packaging services.
The Company filed for chapter 11 protection on April 14, 2006
(Bankr. D. N.J. 06-13163).  Allen J. Underwood, Esq., and Ben
Becker, Esq., at Becker, Meisel LLC represent the Debtor in its
restructuring efforts.  The Official Committee of Unsecured
Creditors has selected Douglas J. McGill, Esq., and Robert Malone,
Esq., at Drinker, Biddle & Reath as counsel.  When the Debtor
filed for protection from its creditors, it reported zero assets
and $11,870,120 in debts.


MESABA AVIATION: Can Make Expense Reimbursement Deposits
--------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, obtained
approval from the U.S. Bankruptcy Court for the District of
Minnesota to make expense reimbursement deposits to potential
postpetition lenders in order to subsequently obtain DIP financing
under Section 364 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Apr. 21, 2006, the
Debtor disclosed in a Form 8-K filing with the Securities and
Exchange Commission that MAIR Holdings, Inc., would not renew its
commitment to provide DIP financing to the Debtor.

Accordingly, the Debtor sought postpetition financing from other
sources.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, related that the Debtor has engaged in
discussions with up to five lenders regarding postpetition
financing.  Any proposal from a Potential Lender to provide
postpetition financing will be subject to customary due diligence
review of the Debtor's assets and business and conditioned on the
Debtor's agreement to reimburse the lender for "Work Fees" -- the
costs and fees incurred in conducting due diligence and closing
the proposed postpetition financing.  Each of the Potential
Lenders is expected to require the Debtor to make a deposit to
secure the Debtor's payment of the Work Fees.

The Debtor believes that the Expense Deposits are:

    -- customary and reasonable, and
    -- required by other potential lenders.

To assure that the Debtor receives the best financing terms
available in the market, the Debtor seeks to provide an Expense
Deposit to the Potential Lenders that it chooses to provide
financing subject to Court approval.  The Expense Deposit will be
provided to at most two Potential Lenders and will not exceed
$300,000 in aggregate.

                   About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Hires Bredhoff & Hunton Law Firms as Mediators
---------------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, obtained
authority from the U.S. Bankruptcy Court for the District of
Minnesota to employ Bredhoff & Kaiser and Hunton & Williams LLP,
as neutral co-mediators in connection with its collective
bargaining with the Air Line Pilots Association.

The Mediators will not provide legal advice to ALPA, the Debtor or
any other entity in connection with the Mediators' employment
because they will be engaged solely as neutral mediators between
ALPA and the Debtor.

The Debtor discloses that the Mediators have been providing
services since April 17, 2006.

The Debtor will pay Thomas J. Manley, Esq., at Hunton & Williams,
and George H. Cohen, Esq., at Bredhoff & Kaiser:

    -- a daily rate of $4,500 each for up to 10 work hours per
       day; plus

    -- an hourly rate of $550 each for work hours in excess of 10
       per day.

Mesaba will also pay the Mediators' out-of-pocket expenses.

Mr. Manley and Mr. Cohen assure the Court that Hunton & Williams
and Bredhoff & Kaiser are disinterested persons as defined by the
Bankruptcy Code.

                   About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MOONEY AEROSPACE: Bernstein & Pinchuk Raises Going Concern Doubt
----------------------------------------------------------------
Bernstein & Pinchuk LLP in New York raised substantial doubt about
Mooney Aerospace Group, Ltd.'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
significant losses from operations since its inception and working
capital deficiency.

The Company reported a $13,553,000 net loss on $42,083,000 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $23,944,000
in total assets and $59,894,000 in total liabilities, resulting in
a $35,950,000 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $17,370,000 in total current assets available to pay
$51,750,000 in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8ee

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., that designs and manufactures four-
place, single-engine, retractable gear aircraft, sells spare
parts, manufactures aircraft components for other aerospace
companies, and repairs aircraft.  The Company filed for chapter 11
protection on June 10, 2004 (Bankr. Del. Case No. 04-11733).  Mark
A. Frankel, Esq., at Backenroth Frankel & Krinsky LLP, represented
the Debtor.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.  Judge Walrath confirmed Mooney's Plan of
Reorganization on Dec. 15, 2004, and formally closed Mooney's
bankruptcy cases on May 5, 2005.


MUZAK HOLDINGS: Posts $48.5 Million Net Loss in 2005
----------------------------------------------------
Muzak Holdings LLC incurred a $48,557,000 net loss for the year
ended Dec. 31, 2005, compared to a $46,129,000 net loss in the
prior year.

For the twelve months ended Dec. 31, 2005, the Company had music
and other business services revenue of $188.2 million, total
revenue of $246.9 million, and EBITDA of $54.8 million.

Muzak generated $47.1 million of revenue for the quarter ended
Dec. 31, 2005, a 0.3% increase, compared to $46.9 million for the
quarter ended Dec. 31, 2004.  Equipment sales and related services
revenue declined to $15.7 million in the quarter ended Dec. 31,
2005 as compared to $16.7 million in 2004.  As a result, total
revenue for the quarter ended Dec. 31, 2005 was $62.8 million, a
1.3% decrease, compared to $63.6 million for the quarter ended
Dec. 31, 2004.

EBITDA was $16.3 million for the quarter ended Dec. 31, 2005, an
increase of $6.7 million or 69.6% as compared to $9.6 million in
the quarter ended Dec. 31, 2004.

The Company generated a net cash increase of $400,000 for the
three months ended Dec. 31, 2005 versus a net borrowing of $4
million for the three months ended Dec. 31, 2004.  This $4.4
million cash flow improvement in the fourth quarter, on a year-
over-year basis, is primarily attributable to lower capital
investments and the implementation of a standardized pricing
initiative, which were both key components of the Company's
revised business plan implemented on June 24, 2005.  The capital
investments made in new subscriber locations were $9.7 million for
the quarter ended Dec. 31, 2005.  The quarterly average investment
in the second half of 2005 was $9.2 million, which represents a
20% reduction to the quarterly average investment for the first
half of 2005.  Reductions in both accounts receivable and
inventory balances also contributed to this cash flow improvement.

A full-text copy of the Company's 2005 annual report on Form 10-K
is available for free at http://researcharchives.com/t/s?8f4

                        About Muzak Holdings

Muzak Holdings LLC, the leading audio imaging company, enhances
brands and creates experiences with AUDIO ARCHITECTURE(TM) and
MUZAK VOICE(TM). More than 100 million people hear Muzak programs
each day. We deliver music, messaging, and sound system design
through more than 200 sales and service locations.

                            *   *   *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'CCC+' corporate credit ratings, on Muzak Holdings LLC and
Muzak LLC.  The companies are analyzed on a consolidated basis.
At the same time, Standard & Poor's removed all of the ratings
from CreditWatch, where they were placed on April 8, 2005 with
negative implications.  The outlook is negative.


NEVADA POWER: Prices Offering for $250 Mil. of 6.5% Mortgage Notes
------------------------------------------------------------------
Nevada Power Company, a wholly-owned subsidiary of Sierra Pacific
Resources (NYSE: SRP), priced a private offering of $250 million
principal amount of its 6.50% General and Refunding Mortgage
Notes, Series O, due May 15, 2018.  The notes are expected to be
delivered on or about May 12, 2006.

Proceeds from the offering, together with available cash, will be
utilized to fund:

   * the redemption on May 30, 2006 of $78 million aggregate
     principal amount of the Company's 7.20% Industrial
     Development Revenue Bonds, Series 1992C, due 2022, which are
     secured by a like principal amount of the Company's First
     Mortgage Bonds, and

   * the redemption on June 7, 2006 of approximately $72,165,000
     aggregate principal amount of the Company's 7.75% Junior
     Subordinated Debentures due 2038.

The Company intends to use the remaining approximately $96 million
to repay amounts outstanding under its Revolving Credit Facility.

The notes will be secured by the lien of the Company's General and
Refunding Mortgage Indenture, which constitutes a lien on
substantially all of the Company's real property and tangible
personal property located in the State of Nevada.  The offering
will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended and
outside the United States in compliance with Regulation S under
the Securities Act.  The notes will not be registered under the
Securities Act and may not be offered or sold by holders thereof
without registration unless an exemption from such registration is
available.

                       About Nevada Power

Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas, including Nellis Air Force Base and the
Department of Energy's Nevada Test Site in Nye County.  The
Company provides electricity to approximately 774,000 residential
and business customers.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.

                          *      *      *

As reported in the Troubled Company Reporter on March 31, 2006,
Fitch Ratings assigned a 'BB+' rating to Nevada Power Co.'s $250
million general and refunding mortgage notes, series N, due 2036.
Net proceeds will be used to refinance maturing debt obligations.
The notes are being offered in a private placement under Rule 144A
of the Securities Act.  The Rating Outlook is Stable.


NORTHWEST AIRLINES: Can Assume G2 SwitchWorks Stock Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Northwest Airlines Corp. and its debtor-affiliates to
assume a Stock Subscription and Prepayment Agreement, dated
May 10, 2005, with G2 SwitchWorks Corp.

G2 provides an alternative for travel agents and corporate
customers to the current global distribution systems.  As part of
its start-up financing strategy, G2 made to Northwest Airlines,
among other airlines, an offering of G2 shares.

Northwest Airlines agreed to prepay G2 $500,000 in booking fees
associated with flights booked on the G2 systems in four equal
installments.  In exchange, G2 would issue shares of its common
stock to Northwest Airlines.

According to Cory C. Zanin, Northwest Airlines' director for
Distribution and Internet Strategy, the Debtor has paid G2 the
first two installments totaling $250,000, but has not paid the
remaining installments, which are already due.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, told the Court that the assumption of the Agreement
is in the best interest of the Debtors and their estates.  The
Agreement provides immediate savings to the Debtors' estates in
the form of reduced booking fees.  Further, the Debtors will
preserve the benefit of the $250,000 of installment payments
already invested in G2.

Ms. Zanin added that the Debtors will hold and retain equity in
G2.  The equity in G2 issued to Northwest Airlines pursuant to
the Agreement has value, which has the potential to increase if
the G2 business succeeds.  Moreover, the Debtors will benefit
substantially from the competitive advantages in connection with
the increase in alternatives to the GDS currently dominating the
market.

                    About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


NORTHWEST AIRLINES: Taps Deloitte as Tax Service Provider
---------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Deloitte Tax LLP, as their tax professionals,
nunc pro tunc to Sept. 14, 2005.

Barry P. Simon, executive vice president and general counsel for
Northwest Airlines, Inc., and certain of its affiliates, explains
that the Debtors have selected Deloitte Tax because of its
experience and expertise in tax matters.  Deloitte Tax has also
provided certain tax services to the Debtors even before the
Petition Date.  Thus, the Debtors believe that it is most
efficient to expand the scope of Deloitte Tax's prepetition
representation of Northwest to include bankruptcy-related tax
services, instead of seeking to engage another professional to
provide those necessary services to the estates.

Deloitte Tax will:

    a. advise the Debtors regarding:

       -- the potential availability of and limitations on
          various federal tax attributes;

       -- their evaluation of the amount of cancellation of
          indebtedness income and the federal tax effect of tax
          attribute reduction under Section 108 of the Internal
          Revenue Code arising from:

           * the restructuring of the Debtors' debt, and
           * alternate scenarios under a plan of reorganization;

       -- IRC Section 382 ownership change rules and related
          testing, assisting the Debtors in determining
          whether the qualifications for applying IRC Section
          382(1)(5) have been met, and the potential impact of
          the associated interest reduction rules;

       -- the state tax consequences of cancellation of
          indebtedness income and ownership changes, including
          the resulting impact on the amount and use of state tax
          attributes;

       -- determination of the Debtors' tax basis in subsidiary
          stock under applicable consolidated return regulations,
          and assisting the Debtors in determining whether there
          is an excess loss account with respect to the stock of
          any subsidiary, and advising the Debtors regarding the
          potential effect of any related income;

       -- cash tax effects of bankruptcy and understanding the
          post-bankruptcy tax profile;

       -- the proper tax treatment of postpetition interest;

       -- the proper tax treatment of reorganization costs as
          mutually agreed to by the parties;

       -- state, local, excise, and similar tax issues, audits
          and disputes in the bankruptcy environment; and

    b. document, as appropriate, analyses, conclusions and
       recommendations for tax matters.

The Debtors also seek the Court's authority for Deloitte Tax to
continue these prepetition projects:

   (i) providing property tax consulting services with respect to
       certain specified properties that they owned, managed, or
       controlled in the State of California; and

  (ii) assisting them in seeking federal income tax refunds in
       connection with the deductibility of certain meal and
       entertainment expenses.

The Debtors will pay Deloitte Tax pursuant to its current hourly
rates:

        Position                             Hourly rate
        --------                             -----------
        Partners/Principal/Director          $550 to $590
        Senior Manager                       $440 to $475
        Manager                              $350 to $390
        Senior                               $290 to $340
        Paraprofessionals                        $85
        Administrative Assistants                $85

The Debtors will also compensate Deloitte Tax for the property
tax consulting and federal income tax refund projects on a
contingency fee basis.

The Debtors will reimburse Deloitte Tax for reasonable out-of-
pocket expenses.

Terrance Kurtenbach, a partner at Deloitte Tax, assures the Court
that the firm and its professionals who are anticipated to
provide the services to the Debtors are disinterested as that
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


OWENS CORNING: Inks Plan Terms Agreement with Key Creditor Groups
-----------------------------------------------------------------
Owens Corning reached an agreement in principle with the
representatives of each of its key creditor groups on the terms of
a Chapter 11 plan of reorganization.

This represents a significant milestone in the company's Chapter
11 proceedings, and if confirmed, paves the way for Owens Corning
to emerge from bankruptcy in 2006.  Parties to the agreement
include the Official Committee of Asbestos Claimants, the Official
Committee of Unsecured Creditors, the Legal Representative for
Future Claimants, the Official Representatives of Bondholders and
Trade Creditors, the Ad Hoc Bondholders Committee, and the Ad Hoc
Equity Holders Committee.

"We are extremely pleased to have achieved one of our long-
standing objectives of developing a consensual reorganization plan
that deals fairly and equitably with all creditors and that fully
resolves the company's asbestos-related issues," said Dave Brown,
president and chief executive officer.  "Owens Corning's ability
to reach this agreement is a direct result of the hard work and
dedication of our employees, which resulted in our strong business
results and the continued support of our customers, suppliers and
business partners."

                       Agreement Key Terms

Key terms of the agreement, which are subject to bankruptcy court
approval and final documentation, are:

   * existing Owens Corning stock will be cancelled when an
     approved reorganization plan becomes effective.
     131.4 million shares of new stock will be issued with an
     aggregate plan value of $3.942 billion;

   * bank creditors will receive a full recovery, amounting to
     approximately $2.276 billion in cash, including interest
     calculated as of March 31, 2006.  Interest will continue to
     accrue through the effective date;

   * non-bondholder senior and junior unsecured creditors will
     receive approximately $249 million in cash;

   * bondholders and asbestos claimants reached an agreement
     regarding their forms of recovery.  Bondholders will receive
     equity, and asbestos claimants will receive cash and, if the
     FAIR Act does not become law, some equity;

   * bondholders will receive approximately 26.6 million shares of
     the reorganized company's common stock.  In addition,
     bondholders and certain other general unsecured creditors
     will have the right to purchase a pro rata share (based on
     size of claim) of 72.9 million shares of the reorganized
     company's common stock at $30 per share via an equity rights
     offering.  Owens Corning is in the process of finalizing an
     agreement today with J.P. Morgan Securities Inc. to backstop
     the offering.  It is anticipated that J.P. Morgan Securities
     would syndicate that commitment to certain interest holders
     led by D. E. Shaw Laminar Portfolios, L.L.C;

   * Owens Corning and Fibreboard asbestos claimants collectively
     will receive $2.872 billion in cash (including certain escrow
     accounts).  The cash will be deposited into a 524(g) trust
     fund that Owens Corning will establish in accordance with the
     United States Bankruptcy Code.  In addition, Owens Corning
     will assign all rights to any insurance recoveries to the
     trust;

   * Owens Corning and Fibreboard asbestos claimants also will
     receive a contingent payment right in the aggregate amount of
     $1.390 billion in cash (which will accrue interest at a rate
     of 7% from the effective date through the payment date) and
     28.6 million shares of the reorganized company's common
     stock.  This contingency payment right for asbestos claimants
     will vest if the FAIR Act (proposed federal asbestos
     legislation setting up a national trust fund) is not enacted
     within 10 days of the conclusion of the 109th Congress.  If
     the FAIR Act is enacted within that timeframe, the contingent
     payment right will be cancelled and the cash and shares
     comprising the contingent payment right will not be
     transferred to the 524(g) trust;

   * holders of Owens Corning 6.5% Convertible Monthly Income
     Preferred Securities (MIPS) will receive warrants to purchase
     10% of the fully diluted shares of the reorganized company,
     assuming exercise of all warrants but ignoring management
     options, at an exercise price of $43 per share.  The warrants
     can be exercised within seven years of the effective date;

   * existing holders of Owens Corning common stock (which will be
     cancelled upon emergence) will receive warrants to purchase
     5% of the fully diluted shares of the reorganized company,
     assuming exercise of all warrants but ignoring management
     options, at an exercise price of $45.25 per share.  The
     warrants can be exercised within seven years of the effective
     date;

   * in the event that the FAIR Act is enacted into law and the
     contingency payment to asbestos claimants is not made,
     existing Owens Corning shareholders and holders of MIPS would
     have the right to exchange the warrants for 14.75% and 5.5%,
     of the fully diluted shares of the reorganized company; and

   * except where noted, distributions to creditors will be made
     when the plan becomes effective.

"As we have worked toward the conclusion of our Chapter 11 case,
we've remained focused on our business, delivered strong financial
results over the last several quarters and strengthened our
balance sheet to help position Owens Corning for future success,"
said Michael H. Thaman, chairman of the board and chief financial
officer.  "Reaching this important agreement with our key
creditors will enable Owens Corning to move toward emergence from
Chapter 11 in a timely manner, which is in the best interests of
the company and our employees, customers and creditors."

The agreement sets Owens Corning's total enterprise value at
emergence at $5.858 billion, including $3.942 billion of new
equity, $1.8 billion of new debt financing, $55 million from
existing debt at nondebtor Owens Corning entities, and $61 million
in new tax notes.

The agreement assumes a total recovery value of $8.576 billion,
consisting of the total enterprise value of $5.858 billion,
assumed excess cash of $1.250 billion, and Fibreboard trust and
asbestos trust assets of $1.622 billion, less existing debt of
$55 million and $99 million in assumed value of new shares
reserved for employee incentive programs.

The terms of the consensual plan will be reflected in an amended
Joint Plan of Reorganization and related Disclosure Statement that
will be filed in the U.S. Bankruptcy Court for the District of
Delaware.

The hearing on the company's current Disclosure Statement
scheduled for May 10 will be rescheduled for July 10, 2006.  With
the court's approval of the amended Disclosure Statement,
creditors will vote on the reorganization plan and a confirmation
hearing will be held.  These steps will be completed over the
course of the next several months.  Owens Corning expects to
complete the Chapter 11 process by the end of 2006.

Estimated Distribution of Value (amounts in millions):
(Based on the agreement in principle described in this press
release, and assuming that the FAIR Act is not enacted into law
and excluding warrants)

                         Total    Total       Percent     Form of
Creditor Group          Claim    Recovery    Recovery    Recovery
--------------          -----    --------    --------    --------
Admin/Priority/Convenience   133         133        100%  Cash/Notes
Bank Claims             1,475       2,276*       154%        Cash
Bond Claims             1,389         804         58%      Equity
Senior Unsecured Creditors   220         127         58%        Cash
Junior Unsecured Creditors    77          38         49%        Cash
Non-OC Senior Unsecured
     Creditors              73          73        100%        Cash
OC Asbestos Claimants   7,000       3,552         51% Cash&Equity
Fibreboard Asbestos
     Claimants           3,220       1,573         49% Cash&Equity
                           -------     --------
Total                     $13,588       $8,576

* Includes interest on bank claims.

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


PAETEC CORP: S&P Junks Rating on Proposed $125 Mil. Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Fairpoint, New York-based PaeTec Corp., a
competitive local exchange carrier.  The outlook is negative.

"The ratings reflect the company's lack of sustainable competitive
advantages in a fiercely competitive telecom market, its small
size, limited market share, and low barriers to entry," said
Standard & Poor's credit analyst Allyn Arden.

Standard & Poor's also assigned:

   -- a 'B' bank loan rating to PaeTec Communications Inc.'s
      proposed $240 million senior secured first-lien term loan
      and $25 million revolver; and

   -- a 'CCC+' ratings to the company's proposed $125 million
      senior secured second-lien term loan.

PaeTec is a wholly owned subsidiary of PaeTec Corp.

The recovery rating for the first-lien term loan and revolver is
'5', suggesting negligible recovery (0%-25%) in the event of
payment default or bankruptcy.  The second-lien term loan is rated
two notches below the corporate credit rating, at 'CCC+', based on
the significant amount of priority obligations from the first-lien
term loan and revolving facility.  The recovery rating for the
second-lien term loan is '5'.  The bank loan rating is based on
preliminary documentation subject to receipt of final information.
Pro forma total debt is about $400 million on an operating lease-
adjusted basis.

Total bank proceeds of $365 million, combined with available cash
of $24 million, will be used to:

   -- refinance existing indebtedness of $100 million;

   -- buy back $262 million of preferred shares of PaeTec's
      private equity investors; and

   -- pay related fees and expenses.


PLYMOUTH RUBBER: Files Amended Ch. 11 Plan & Disclosure Statement
-----------------------------------------------------------------
Plymouth Rubber Company, Inc., its debtor-affiliates and the
Official Committee of Unsecured Creditors filed an Amended Plan of
Reorganization and accompanying Disclosure Statement with the U.S.
Bankruptcy Court for the District of Massachusetts on May 9, 2006.

The plan proponents filed the amended plan in response to various
objections against the original plan and after LaSalle Bank
National Association filed a competing plan, which would
apparently result in no distribution to unsecured creditors except
from any proceeds of avoidance actions.

The Plan involves a reorganization of Debtors through an equity
investment and loan transaction with Clarendon Investment Group,
LLC, a Massachusetts limited liability company.  Clarendon's
managing member is Maurice Hamilburg, the Debtor's President,
Co-CEO, and a member of Debtors' Boards of Directors.   The
Debtors' board of directors accepted Clarendon's proposal to fund
the Plan after consideration of an alternative proposal to
purchase Debtors' assets except for the Debtors' real estate
assets.

                     Secured Claims Payment

Under the Plan, creditors that held prepetition liens on assets of
the Debtor of up to $20 million will get $12.5 million in cash to
be sourced from the refinancing and investment transaction and
$7.5 million in notes secured by certain retained liens and to be
paid from the liquidation of the Debtors' equipment plus specified
percentages of the Debtors' combined earnings through fiscal year
2010.

The $12.5 million cash payment will be funded from the proceeds
of:

   (1) a new revolver loan to be obtained from Wells Fargo in the
       minimum amount of $9 million (which will be supported by
       $2 million invested by Clarendon for the New Common Stock,
       to be used by Debtors for working capital); and

   (2) the proceeds of the Clarendon loan investment of
       $1.1 million and an additional $2.4 million to be loaned
       against the Real Estate by Jones Lang LaSalle.

The Plan thus provides for the full payment of Allowed Secured
Claims.

Under the Clarendon proposal, allowed secured claims must not
exceed $20 million.  The Debtors expect to demonstrate at the
confirmation hearing that the total allowed secured claims in
these cases will not exceed $20 million pursuant to Section 506(a)
of the Bankruptcy Code.

                    Unsecured Claims Payment

The Plan provides for the payment of a dividend on allowed
unsecured claims.  Holders of allowed claims under $2000 or
reduced to that amount by election by the creditor will receive
25% of their claims in cash on or before fourteen days after the
effective date of the plan.  Holders of other allowed unsecured
claims would receive promissory notes on the Effective Date in the
principal amount of $1.5 million, providing for a five-year term
without interest.  Two years after that, they will also be paid
25% of the first $4 million of available cash flow.  If their cash
flow by then exceeds $4 million, they will get 40% of those
available cash.

Unsecured creditors will also receive distribution from the
proceeds of avoidance actions, like preferential transfer actions
under Section 547 of the Bankruptcy Code and fraudulent transfer
actions under Sections 544(b) and 548.

Equity interests will be cancelled.

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

  http://www.researcharchives.com/bin/download?id=060511010430

                    About Plymouth Rubber

Headquartered in Canton, Massachusetts, Plymouth Rubber Company,
Inc., manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  John J.
Monaghan, Esq., at Holland & Knight LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated $10 million to
$50 million in assets and debts.


PREMIUM PAPERS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates delivered
their Schedules of Assets and Liabilities to the U.S. Bankruptcy
Court for the District of Delaware disclosing:

                           Smart Papers LLC
                           ----------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                  $631,768
  B. Personal Property           $67,117,297
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $41,483,336
  E. Creditors Holding
     Unsecured Priority Claims                         $725,150
  F. Creditors Holding                              $11,985,915
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $67,749,065        $54,194,401

                             PF Papers LLC
                             -------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $23,968,534
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $45,550,665
  E. Creditors Holding
     Unsecured Priority Claims                         $841,773
  F. Creditors Holding                              $22,217,893
     Unsecured Nonpriority
     Claims
                                 -----------        -----------
     Total                       $23,968,534        $68,610,331


Premium Papers Holdco, LLC, the parent company of Smart Papers and
PF Papers, reported zero assets and debts.

                      About Premium Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  The Official Committee of Unsecured
Creditors has retained Mary E. Seymour, Esq., at Lowenstein
Sandler PC, as its counsel.  When the Debtors filed for protection
from their creditors, they did not disclose their total assets but
estimated debts between $10 million and $50 million.


PROCARE AUTOMOTIVE: Court Approves BB&T as Investment Bankers
-------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, obtained authority from
the U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division to employ BB&T Capital Markets as its investment
bankers.

BB&T Capital is expected to:

   1) review the Debtor's financial plans and business plans and
      assist the Debtor's management in analyzing strategies,
      valuation ranges and structures for the possible sale of
      substantially all of the Debtor's assets;

   2) prepare, with the help the Debtor's senior management, a
      brief confidential memorandum describing the Debtor and the
      proposed terms of the sale transaction, in which that
      memorandum will not be made available or used in discussions
      with potential purchasing companies until it and its use
      has been reviewed for accuracy and approved by the Debtor;

   3) develop a systematic contact program for approaching
      potential interested parties for the sale transaction and
      supervise and coordinate presentations to those interested
      parties;

   4) analyze, compare and assist in the evaluation of any offers
      coming from potential interested parties and advise the
      Debtor in all negotiations with those interested parties;

   5) manage and coordinate the documentation and closing of the
      sale transaction, including advising the Debtor's counsel in
      preparing the required agreements and closing documents;

   6) participate in the auction of substantially all of the
      Debtor 's assets pursuant to Section 363 of the Bankruptcy
      Code and attend and provide testimony at court hearings,
      depositions or other related proceedings;

   7) consult and assist the Debtor and its professionals in
      preparing all necessary motions, pleadings, reports and
      other legal papers required in connection with the
      administration of the Debtor's estate; and

   8) render all other necessary investment banking services
      that will be required by the Debtor or its professionals.

Rex H. Green, a managing director at BB&T Capital, will serve as
lead professional for this engagement.

Mr. Green discloses that BB&T Capital will be paid:

    -- a $375,000 Sale Transaction Fee; plus

    -- 2.5% of the aggregate transaction value of the
       purchase price greater than $21.5 million.

BB&T Capital assures the Court that it does not represent any
interest materially adverse to the Debtor and is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                    About ProCare Automotive

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


PROCARE AUTOMOTIVE: Court Approves Landau Public as PR Advisor
--------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, obtained authority from
the U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, to employ Landau Public Relations LLC as its
public relations consultant.

Landau Public is expected to:

   1) craft internal and external messages regarding the filing of
      the Debtor's chapter 11 case and the sale of substantially
      all of its assets while under chapter 11 protection;

   2) draft press releases and distribute those press releases
      to media in all of the Debtor's markets and interface with
      the media as required by the Debtor;

   3) draft internal announcements for distribution to employees
      and draft questions and answers for use by the Debtor's
      spokespersons;

   4) render public relations counseling to the Debtor and
      consult the Debtor with respect to any other public
      relations activity deemed necessary by the Debtor or its
      professionals; and

   5) perform all other public relations consultancy services to
      the Debtor that are necessary in its chapter 11 case.

Howard Landau, the president and a managing member at Landau
Public, tells the Court that he will bill $250 per hour for this
engagement.  Mr. Landau discloses that his firm received a
$7,500 retainer.

Mr. Landau reports Landau Public's other professionals bill:

                 Professional       Hourly Rate
                 ------------       -----------
                 Laura Scharf          $200
                 Lindsy Breese         $125
                 Jan Tittle             $95

Mr. Landau assures the Court that his firm does not represent any
interest materially adverse to the Debtor and is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                    About ProCare Automotive

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


PTC ALLIANCE: Files Voluntary Chapter 11 Petition in Pennsylvania
-----------------------------------------------------------------
PTC Alliance Corp. filed, on May 10, 2006, a voluntary petition
under Chapter 11 of the U.S. Bankruptcy Code to implement a debt
restructuring under a pre-packaged plan of reorganization that has
received strong support from the Company's secured lenders and a
majority of its voting stock holders.

PTC Alliance took this action to reduce its long-term debt so that
it can take advantage of the fundamental strength of its business
operations with a stronger balance sheet, for the benefit of all
its constituents.  The filing is entirely at the parent company
level.  None of the Company's subsidiaries in the U.S. and Germany
are included in the filing, nor are they subject to the
requirements of Chapter 11.

Under the pre-packaged plan of reorganization, which was also
filed with the Court, the Company's senior lenders have agreed to
a restructuring in which they will receive all of the equity in
the reorganized Company.  PTC Alliance expects that the Bankruptcy
Court will confirm the pre-packaged plan of reorganization in less
than 90 days, and that the Company will emerge from Chapter 11
shortly thereafter.

"This is a positive step for PTC Alliance," Peter Whiting, the
Company's Chairman and Chief Executive Officer said.  "The debt
restructuring, once fully implemented, will allow us to take full
advantage of the fundamental strength of our operations and make
the necessary investments in developing and growing our business.
We will have a much improved balance sheet and a capital structure
that is more appropriate for the cyclical nature of our business."

In conjunction with the pre-packaged Chapter 11 filing, PTC
Alliance has received a commitment from a group of lenders led by
one of the Company's current senior lenders, Black Diamond
Commercial Finance, for up to $70 million in debtor-in-possession
financing to fund the Company's operations during the Chapter 11
proceedings.  Upon approval by the Bankruptcy Court, the DIP
financing facility, together with the Company's available cash
reserves and cash provided by operations, is expected to provide
sufficient liquidity for the Company to pay for goods and services
delivered after the filing date.

"We are very gratified that our senior lenders recognize the value
in PTC Alliance and appreciate their support of our restructuring
initiatives," Mr. Whiting said.  "Since 2002 we have taken a
number of steps to improve operations.  We have reopened our
Hopkinsville, Kentucky plant, reorganized into business units,
implemented our Six Sigma and Customer Intimacy programs and made
major investments in several of our divisions.  As a result of
these efforts we have reduced costs, improved quality and customer
service and significantly increased revenues.  Despite these
significant operational improvements, we still face debt levels
that are too high for our business."

PTC Alliance emphasized that it will continue operating under
Chapter 11 in the ordinary course of business and that the
restructuring should not have any impact on its employees,
suppliers, customers and other business partners.  Other than the
Company's senior lenders and equity holders, there are no parties
who are impaired under the pre-packaged plan of reorganization.

PTC Alliance has sought authorization from the Bankruptcy Court to
pay suppliers for goods and services provided to the Company
before the Chapter 11 filing.  In the unlikely event that the
Bankruptcy Court does not authorize payments to suppliers for
prepetition goods and services at the beginning of the pre-
packaged Chapter 11 case, claims will be paid in full after the
effective date of the Plan of Reorganization.

"This is purely a financial restructuring," Mr. Whiting said.
"Our customers and suppliers should experience no change in the
way we do business with them.  We have taken every step to make
sure that suppliers get paid in full in the ordinary course of
business and that our customers continue to receive the same high
quality products, engineering support and services to which they
are accustomed."

The Company expects to receive Bankruptcy Court approval within
the next few days to, among other things, continue payment of
prepetition and postpetition wages, salaries and employee
benefits.

                    About PTC Alliance Corp.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- is a leading manufacturer and
marketer of welded and cold drawn mechanical steel tubing and
tubular shapes, fabricated parts and precision components and
chrome plated steel bars.  The Company filed for chapter 11
protection on May 10, 2006 (Bankr. W.D. Pa. Case No. 06-22110).
Eric A. Schaffer, Esq., at ReedSmith LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


PTC ALLIANCE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PTC Alliance Corp.
        fka Pittsburgh Tube Company
        6051 Wallace Road Extension, Suite 200
        Wexford, Pennsylvania 15090-0000

Bankruptcy Case No.: 06-22110

Type of Business: The Debtor manufactures and markets welded and
                  cold drawn mechanical steel tubing and tubular
                  shapes, fabricated parts and precision
                  components.  See http://www.ptcalliance.com

Chapter 11 Petition Date: May 10, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Eric A. Schaffer, Esq.
                  ReedSmith LLP
                  435 Sixth Avenue
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 288-3131

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

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


QUALITY RESTAURANTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Quality Restaurants, Inc.
        dba Bayside Grill
        dba Gulf Shores Bistro & Bakery
        fdba Jumbo's Restaurant
        P.O. Box 2046
        Orange Beach, Alabama 36561

Bankruptcy Case No.: 06-10654

Type of Business: The Debtor operates a bar, restaurant, and
                  bakery, and offers catering services for
                  various occasions.

Chapter 11 Petition Date: May 11, 2006

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  Irvin Grodsky, P.C.
                  P.O. Box 3123
                  Mobile, Alabama 36652-3123
                  Tel: (251) 433-3657

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


REUNION INDUSTRIES: Mahoney Cohen Raises Going Concern Doubt
------------------------------------------------------------
Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Reunion Industries, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  The auditor pointed to the Company's
loss from continuing operations, and working capital and
stockholders' equity deficiencies.

The Company reported a $2,397,000 comprehensive net loss on
$49,727,000 of net sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $51,260,000
in total assets, $78,448,000 in total liabilities, and $329,000 in
minority interests, resulting in a $27,517,000 stockholders'
equity deficit.

The Dec. 31 balance sheet also showed strained liquidity with
$25,458,000 in total current assets available to pay $74,202,000
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8d9

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. -- http://www.reunionindustries.com/-- owns and operates
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.


RIVIERA TOOL: Files Second Quarter Financials for 2006 Fiscal Year
------------------------------------------------------------------
Riviera Tool Company filed its financial statements for the second
quarter ended Feb. 28, 2006, with the Securities and Exchange
Commission.

The Company reported a $134,804 net loss on $6,952,599 of sales
for the three months ended Feb. 28, 2006.

At Feb. 28, 2006, the Company's balance sheet showed $23,357,058
in total assets, $19,801,465 in total liabilities, and $3,555,593
in total stockholders' equity.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Deloitte & Touche LLP expressed substantial doubt about Riviera
Tool Company's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Aug. 31, 2005, and 2004.  The auditing firm pointed to the
Company's losses from operations, significant current debt, and
non-compliance with the terms of certain of its debt agreements.

Full-text copies of the Company's financial statements for the
second quarter ended Feb. 28, 2006, are available at no extra
charge at http://ResearchArchives.com/t/s?8e6

Riviera Tool Co. -- http://www.rivieratool.com/-- designs,
develops and manufactures large-scale, custom metal stamping die
systems used in the high-speed production of sheet metal parts and
assemblies for the global automotive industry.  A majority of
Riviera's sales are to Mercedes Benz, BMW, Nissan,
DaimlerChrysler, General Motors Corp., Ford Motor Co. and their
Tier One suppliers.


ROMAN CORP: Sells All Assets to Forest Resources' Subsidiary
------------------------------------------------------------
Roman Corporation Limited reported the closing of the sale of
substantially all of its assets to CANAMPAC ULC, a new subsidiary
of Forest Resources LLC.  Forest Resources purchased the assets of
Roman pursuant to a sale process organized under the Canadian
bankruptcy process.  Roman had filed for protection under the
Companies' Creditors Arrangement Act on Jan. 31, 2006.

"Forest Resources' family of businesses now includes 950 employees
operating from six states and two provinces," said Larry Richard,
CEO of Forest Resources.  "We are extremely pleased with the
acquisition of Boehmer Box and Strathcona.  We have added
significant new products, capabilities and geography, as well as
talented management and an excellent workforce.  With the
financial strength of Forest Resources, CANAMPAC will be better
positioned to service its customers and broaden its capabilities."

                     About Forest Resources

Headquartered in Bridgeview, Illinois, Forest Resources LLC is a
fully integrated paper and packaging company.  It is engaged in
waste paper collection and the manufacture of a variety of
recycled paper, paperboard, and packaging products.  With the
addition of CANAMPAC ULC, Forest Resources operates from 14
manufacturing facilities in the United States and Canada.  Forest
Resources LLC is an affiliate of Atlas Holdings LLC. Atlas
Holdings is a private holding company with interests in the wood
products, specialty steel, paper and packaging and industrial
services sectors.

CANAMPAC is a leading manufacturer of paperboard packaging for the
consumer packaged goods industry.  The Company's products are the
packaging choice for some of the most recognizable national and
private label brands in North America.  CANAMPAC is comprised of
the Strathcona Paper and Boehmer Box businesses.  Strathcona is a
coated recycled board mill located in Napanee, Ontario that
produces a range of coated recycled board products for customers
demanding high standards in printability and short lead times.
Boehmer Box is a world class folding carton facility located in
Kitchener, Ontario that produces high quality converted products
with a significant presence in private label food packaging.

                        About Roman Corp.

Roman Corporation Limited -- http://www.romancorp.com/-- is a
leading manufacturer of paperboard packaging for the consumer
packaged goods industry.  The Company's products are the packaging
choice for some of the most recognizable national and private
label brand manufacturers in North America.  Consumer goods
packaged with the Company's products range from food and household
goods such as frozen and dry food, beverages, powered laundry
detergent, batteries and light bulbs to toys, pet products and
hardware.  The Company operates production facilities that
manufacturer 100% recycled paperboard as well conversion of
paperboard into printed folding cartons.


SANDERS GRAIN: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sanders Grain Farms
        549 West 800 South
        Burley, Idaho 83318
        Tel: (208) 678-0275

Bankruptcy Case No.: 06-40163

Type of Business: The Debtor maintains farmlands and
                  grows agricultural produce.

                  The Debtor previously filed for chapter 11
                  protection on Sept. 26, 2005 (Bankr. D. Idaho,
                  Case No. 05-42338).

Chapter 11 Petition Date: May 10, 2006

Court: District of Idaho (Twin Falls)

Debtor's Counsel: Brent T. Robinson, Esq.
                  Ling, Robinson & Walker
                  P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717
                  Fax: (208) 436-6804

Total Assets: $6,586,480

Total Debts:  $3,412,648

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
G.J. Verti-Line Pumps, Inc.      Parts and Repairs      $57,371
1970 Highland Avenue East
P.O. Box 892
Twin Falls, ID 83303-0892

Ag Tech, Inc.                    Fertilizer and         $42,842
1247 West Main                   Chemicals
Burley, ID 83318

Golden Valley Warehouses Inc.    Seed                   $31,291
468 West 1000 South
Burley, ID 83318

Western Farm Service             Crops                  $25,953

Adams Petroleum                  Petroleum Products     $22,041

CNH Capital America              Parts and Repairs      $15,518

Ag-West                          Fertilizer Truck       $15,000

Pioneer Equipment                Parts and Repairs      $13,458

Christiansen Implement           Tractor Rental         $13,125

Butte Irrigation                 Sprinkler Parts        $12,400
                                 and Repairs

Condie Stoker & Associates       Accounting Services     $8,954
                                 and Tax Preparation

FPC Financial, FSB               Trade Debt - Parts      $6,532
                                 and Repairs

Farm Bureau Insurance Co.        Farm Liability          $4,279
275 Tierra Vista Drive           Insurance Premiums

Alfred E. Barrus, Esq.           Legal Services          $4,019

Bowen Petroleum                  Fuel                    $3,930

Citi Corp Vendor Finance Inc.    Office Equipment        $2,503

Mini-Cassia Equipment Co.        Equipment Parts         $1,885
                                 and Repairs

Pettingill's Auto Parts          Auto Parts                $808

Electric Motor Rewind            Motor Repairs             $776


SGS INT'L: Earns $19.8 Million During Year Ended Dec. 30, 2005
--------------------------------------------------------------
SGS International, Inc., reported record sales of $272.8 million
for the fiscal year ended Dec. 30, 2005, a 10.7% increase over the
prior year.

Sales for the 2005 fourth quarter increased 11.5% to $71.3 million
from $63.9 million in the prior year's fourth quarter.  Sales rose
10.7% to $272.8 million in 2005 from $246.5 million last year.
The increase in sales was principally due to acquisitions
completed in 2004 and 2005 and continues the trend of year over
year growth in sales.

EBITDA for the fourth quarter decreased 2.5% to $12.3 million from
$12.6 million last year.  Included in the 2005 fourth quarter
EBITDA are restructuring charges of $0.5 million and other one-
time charges of $300,000.  EBITDA increased 3.2% to $56.1 million
in 2005 from $54.4 million last year.  Included in 2005 EBITDA are
restructuring costs of $1.6 million and other one-time charges of
$300,000.

Net income for the 2005 fourth quarter decreased 18.1% to $3.6
million from $4.4 million last year.  For the year, net income
decreased 3.7% to $19.8 million in 2005 from $20.6 million last
year, principally because of increases in depreciation,
amortization, and interest expense.

Hank Baughman, CEO of SGS, said, "Southern Graphic Systems
experienced record sales for 2005.  We also took major steps with
our global expansion strategy by entering the European market with
our acquisition of MCG Graphics.  MCG Graphics is meeting our
strategic objectives and the integration is proceeding according
to plan.  In 2005 we continued to expand our service and product
offering with creative and strategic branding services.  Our
global footprint and broadened service portfolio will set the
stage for continued profitable growth."

Headquartered in Louisville, Kentucky, SGS International, Inc.,
provides digital imaging graphic services to the consumer products
packaging industry.  These services include brand development,
creative design, prepress, image carrier, and print support that
are used by the three printing processes -- flexography, gravure
and lithography.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2005,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
ratings and recovery ratings of '2' to SGS International Inc.'s
proposed $194.4 million senior secured credit facilities,
indicating the expectation of a substantial recovery of principal
in the event of a payment default.

Standard & Poor's also assigned its 'B-' rating to the company's
planned $200 million senior subordinated notes due 2013.  At the
same time, Standard & Poor's assigned a 'B+' corporate credit
rating to SGS International.  The outlook is negative.


SILICON GRAPHICS: CFO Says Restructuring to Cost $15 Million
------------------------------------------------------------
Kathy Lanterman, Senior Vice President, Chief Financial Officer &
Controller of Silicon Graphics, Inc., discloses in a regulatory
filing with the Securities and Exchange Commission that the
company currently estimates that the total restructuring costs to
be incurred in connection with the Company's restructuring actions
will be approximately $15 million.

The company's restructuring plan, in addition to the headcount
reductions, includes initiatives to implement operating asset
write downs for fixed assets and demonstration units, excess
product inventory, purchase commitments and contract cancellations
associated with the end of production of existing Prism and Prism
Deskside products and the cancellation of future Prism products
and termination costs for vacating various leased facilities.

"Of this total, we estimate that approximately $10 million
principally relates to severance benefits, approximately $4.5
million represents operating asset write downs for fixed assets
and demonstration units, purchase commitments, contract
cancellations and excess product inventory associated with the
end of production of existing Prism and Prism Deskside products
and the cancellation of future Prism products and that
approximately $0.5 million relates to facilities charges," Ms.
Lanterman says.

The estimate for excess product inventory of $1.5 million may be
adjusted in the future depending on the demand for the Prism
product line through the end of production in the first quarter
of fiscal 2007.

According to Ms. Lanterman, the Company's financial results for
the quarter ending March 31, 2006, reflected $8 million in
restructuring charges for the new restructuring actions,
primarily for severance benefits.  The Company expects the
majority of the remaining charges for severance benefits to be
reflected in its financial results for the quarter ending June,
2006 and the restructuring to be principally completed by the end
of the fiscal quarter ending December 2006.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000).


SILICON GRAPHICS: Prelim. 3rd Qtr. Results Show $43 Mil. Net Loss
-----------------------------------------------------------------
Silicon Graphics updated preliminary results for its third fiscal
quarter which ended March 31, 2006.  The preliminary financial
information does not reflect potential adjustments that may be
required to the Company's interim condensed consolidated financial
statements as of and for the three and nine months ended March 31,
2006, following the completion of an asset impairment evaluation
that must be performed in order for these financial statements to
be stated in accordance with U.S. generally accepted accounting
principles.

Revenue for the three months ended March 31, 2006 was $108
million, in line with the preliminary results announced April 25,
2006.  For comparison, revenue was $144 million in the prior
quarter and $159 million in the same quarter one year ago.

On a GAAP basis, net loss for the three months ended March 31,
2006 was $43 million, compared to a net loss of $45 million in the
same quarter one year ago.

Gross margin for the third quarter fiscal year 2006 was 36%,
compared to 42% in the prior quarter and 35% in the same quarter
one year ago.

Operating expenses for the third fiscal quarter were $82 million
compared with $89 million in the prior quarter and $100 million
one year ago.

Unrestricted cash, cash equivalents and marketable investments on
March 31, 2006 were $55 million compared with $66 million on
December 30, 2005 and $84 million on March 25, 2005.  SGI has
received a limited forbearance under its asset-based credit
agreement in light of not meeting the EBITDA covenant in that
agreement.  In conjunction with the forbearance, SGI has paid down
the amount drawn under the term loan by $20 million using
$10 million from unrestricted cash and $10 million of previously
restricted cash.

SGI's Annual Meeting of Shareholders and its regularly scheduled
quarterly conference call have been suspended until further
notice.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.


TAG-IT PACIFIC: Singer Lewak Raises Going Concern Doubt
-------------------------------------------------------
Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about Tag It Pacific Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
net loss in 2005 and the Company's $50,434,042 accumulated deficit
at Dec. 31, 2005.

Tag-It incurred a $29,537,709 net loss on $47,331,176 of revenue
during the year ended Dec. 31, 2005, compared to a $17,608,968 net
loss on $55,109,481 of revenue in the prior year.  The Company has
experienced recurring losses from operations and declining
revenues since 2003.

At Dec. 31, 2005, the Company's balance sheet showed $30,320,794
in total assets and $29,408,717 in total liabilities.  The
Company's operating cash position has declined from $14.4 million
at Dec. 31, 2003 to $2.3 million at Dec. 31, 2005.

In response to declining sales and recurring losses, during 2005
Tag-It adopted a restructuring plan designed to better align the
its organizational and cost structures with its future growth
opportunities.  The Company's operating plan for 2006 includes
increased sales, higher margins on certain products, reduced
expenses as a percentage of revenues and improved cash flows
sufficient to cover the Company's operating needs.

A full-text copy of the Company's 2005 annual report on Form 10-K
is available for free at http://researcharchives.com/t/s?8e8

                         Amex Delisting

The American Stock Exchange informed Tag-It on April 13, 2006,
that it failed to meet certain continued listing standards
outlined in the AMEX Company Guide.

AMEX said the Company failed to comply with:

     a) Section 802(a) of the Company Guide, which requires that
        at least a majority of directors on the Board of
        Directors of a listed company be "independent directors"
        as defined in Section 121A of the Company  Guide;  and

     b) Section 121(B)(2)(a) of the Company Guide, which requires
        that a listed company have, and certify  that it has and
        will  continue to have, an Audit Committee of at least
        three members, each of whom is independent.

The notification of noncompliance was a direct result of the
resignation, on March 27, 2006, of Michael Katz, an independent
director, and appointment to the Board of Directors on
March 28, 2006, of Stephen Forte, the Company's Chief Executive
Officer.

Currently, only four of nine members serving on the Company's
Board of Directors qualify as independent, and the Audit Committee
is comprised of only two members.  The Company has until
July 28, 2006, to regain compliance with these AMEX requirements.

                           About Tag-It

Headquartered in Woodland Hills, California, Tag-It Pacific, Inc.
(AMEX:TAG) -- http://www.tagitpacific.com/-- distributes a range
of trim items to manufacturers of fashion apparel, retailers, and
mass merchandisers worldwide.  Its trim items include thread,
zippers, stretch waistbands, labels, buttons, rivets, printed
marketing material, polybags, packing cartons, and hangers.  The
company also provides printed marketing materials, such as hang
tags, bar-coded hang tags, pocket flashers, waistband tickets, and
size  stickers in its trim packages.  In addition, Tag-It Pacific
produces customized woven, leather, synthetic, embroidered, and
novelty labels and tapes. Further, the company offers its MANAGED
TRIM SOLUTION, which is an Internet-based supply-chain management
system covering the management of ordering, production, inventory
management, and just-in-time distribution of trim and packaging
requirements.  Its TekFit division develops and sells apparel
components.  The company sells its products primarily in North
America, South America, Mexico, Asia, and the Dominican Republic.


TAG-IT PACIFIC: Restates 2005 Second & Third Quarter Financials
---------------------------------------------------------------
Tag-It Pacific, Inc., restated its financial statements for the
second and third quarters of 2005 to correct an error in the
application of generally accepted accounting principles identified
in the Company's revenue recognition on selected transactions
occurring during these periods.

The restatement corrects the recording of revenues and
corresponding net loss figures for the second and third quarters
of 2005 as a result of a sale and inventory storage agreement that
was effective in the second quarter.  Management discovered the
error during the preparation of its fiscal year 2005 results and
concluded that the revenue from this transaction should not have
been recognized at the time of the  agreement, but rather will be
recognized as the inventory is delivered to the customer, its
designee, or is destroyed at the direction of the customer.

In an April 3, 2006 filing with the Securities and Exchange
Commission, Tag-it disclosed that the restatement will result in:

     -- a reduction of revenues for the three and six-months ended
        June 30, 2005 of $2.8 million;

     -- an increase in the net loss for the three and six-months
        ended June 30, 2005 of $1.3 million;

     -- an increase in the revenues for the three months ended
        Sept. 30, 2005 of $400,000, and a reduction of revenues
        for the nine-months ended Sept. 30, 2005 of $2.4 million;
        and

     -- a reduction in the net loss for the three months ended
        Sept. 30, 2005 of $50,000, and an increase in the net
        Loss for the nine-months ended Sept. 30, 2005 of $1.2
        million.

A full-text copy of the Company's restated quarterly report for
the period ended Sept. 30, 2005, is available for free at:

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

A full-text copy of the Company's restated quarterly report for
the period ended June 30, 2005, is available for free at:

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

                           About Tag-It

Headquartered in Woodland Hills, California, Tag-It Pacific, Inc.
(AMEX:TAG) -- http://www.tagitpacific.com/-- distributes a range
of trim items to manufacturers of fashion apparel, retailers, and
mass merchandisers worldwide.  Its trim items include thread,
zippers, stretch waistbands, labels, buttons, rivets, printed
marketing material, polybags, packing cartons, and hangers.  The
company also provides printed marketing materials, such as hang
tags, bar-coded hang tags, pocket flashers, waistband tickets, and
size  stickers in its trim packages.  In addition, Tag-It Pacific
produces customized woven, leather, synthetic, embroidered, and
novelty labels and tapes. Further, the company offers its MANAGED
TRIM SOLUTION, which is an Internet-based supply-chain management
system covering the management of ordering, production, inventory
management, and just-in-time distribution of trim and packaging
requirements.  Its TekFit division develops and sells apparel
components.  The company sells its products primarily in North
America, South America, Mexico, Asia, and the Dominican Republic.


THE BOOK MARKET: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Book Market, Inc.
        5700 Casey Drive
        Knoxville, Tennessee 37909
        Tel: (865) 558-8187

Bankruptcy Case No.: 06-02226

Debtor affiliates filing separate chapter 11 petitions:

      Entity                           Case No.
      ------                           --------
      National Book Warehouse, Inc.    06-02227
         fdba Foozles, Inc.

Type of Business: The Debtor is one of the country's largest book
                  retailers, operating more than 150 bookstores
                  around the country.  The Debtor sells a wide
                  variety of premium hardcover and paperback
                  books, and is known for offering deep discounts
                  on overstocked books.
                  See http://www.book-warehouse.com

Chapter 11 Petition Date: May 9, 2006

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Barbara Dale Holmes, Esq.
                  David Phillip Canas, Esq.
                  Glenn Benton Rose, Esq.
                  Tracy M. Lujan, Esq.
                  Harwell Howard Hyne Gabbert & Manner, P.C.
                  315 Deaderick Street, Suite 1800
                  Nashville, Tennessee 37238
                  Tel: (615) 256-0500
                  Fax: (615) 251-1058

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. The Book Market, Inc.'s 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Metro Door, Inc.                         $79,894
99 Smithtown Bypass, 2nd Floor
Hauppauge, NY 11788

Labor Ready Northwest, Inc.              $61,643
1015A Street
Seattle, WA 98124-3708

Best Buy Co., Inc.                       $48,706
SDS 12-1353
Minneapolis, MN 55486-1353

Container Service Corporation            $23,534

Tombras Yellow Pages, LLC                $22,769

Ackermann PR                             $22,000

Circuit City Stores, Inc.                $20,264

JMA Robinson Investors                   $20,000

Olney Town Center                        $16,087

Long Island Power Authority              $12,000

Orange Plaza, LLC                        $12,000

Keyspan Energy Delivery                  $11,118

Mason and Dixon Lines, Inc.              $10,830

Woods Restoration Services, Inc.         $10,350

SSC Eastgate Square Center, LLC          $10,000

Rockvale Outlet Center, LP                $8,859

Eastfield Associates, LLC                 $8,725

Security National Properties              $8,663

ATF Trucking, LLC                         $8,080

Towne Square, LLC                         $8,000

B. National Book Warehouse, Inc.'s 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
American Book Company                   $795,984
11130 Kingston Pike PMB 1-183
Atlanta, GA 30368-6653

Advanced Marketing                      $490,236
5880 Oberlin Drive
San Diego, CA 92121

Book Club of America                    $412,622
100 Marcus Boulevard
Hauppauge, NY 11788

Booksmart, Inc.                         $345,038
402 Industrial Lane
Birmingham, AL 35211

Thomas Nelson, Inc.                     $316,433
501 Nelson Place
Nashville, TN 37214

Source Interlink Companies, Inc.        $171,261

Scholastic Inc.                         $149,627

Kudzu Book Traders                      $148,697

UPS Mail Innovations                    $121,309

World Publications                       $98,863

St. Martin's Press                       $91,305

Lane-Tex                                 $82,139

Fireman's Fund Insurance Companies       $80,471

Prime Time DVD                           $72,570

Oliver McMillan Glenview                 $67,418

Transcontinent Record Sales, Inc.        $63,337

Wordsworth Editions                      $62,362

Delancey Gettysburg Association, LP      $60,436

Meredith                                 $59,217

CPG Partners, LP                         $42,516


THE GREAT COMMISSION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Great Commission Care Communities, Inc.
        dba The Woods at Cedar Run
        824 Lisburn Road
        Camp Hill, Pennsylvania 17011
        Tel: (717) 737-3373

Bankruptcy Case No.: 06-00914

Type of Business: The Debtor is a non-profit retirement
                  community providing independent housing
                  and assisted living services.
                  See http://www.woodsatcedarrun.com/

Chapter 11 Petition Date: May 10, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Complete Healthcare Resources    Business Debt/        $327,179
120 Gilbraltar Road              Civil Action
Horsham, PA 19044

US Foodservice - Phila           Business Debt          $19,383
P.O. Box 820050
Philadelphia, PA 19182-0050

Healthassurance PA               Business Debt          $17,042
P.O. Box 8500-54197
Philadelphia, PA 19178-4197

B and W                          Business Debt           $5,337

Clear Channel Broadcasting       Business Debt           $4,160

XPEDX                            Business Debt           $3,115

U.S. Bank                        Business Debt           $3,097

Kessler's Inc.                   Business Debt           $2,715

Pennsylvania American Water      Business Debt           $2,251

James C. Bartoli, Inc.           Business Debt           $1,798

Harrisburg Senators              Business Debt           $1,500

Kirby's Carpet                   Business Debt           $1,500

Patriot News Co.                 Business Debt           $1,500

On-Line Publishers Inc.          Business Debt           $1,290

Philip Levin Company             Business Debt           $1,106

General Electric Company         Business Debt           $1,095

Imperial Beverage Systems Inc.   Business Debt           $1,029

Kreamer Bros. Glass              Business Debt           $1,008

Retiring Well Publications       Business Debt           $1,000

PCI Insurance                    Business Debt             $978


TITAN CRUISE: Courts Okays GrayRobinson as Special Counsel
----------------------------------------------------------
Titan Cruise Lines and Ocean Jewel Casino & Entertainment, Inc.,
obtained authority from the U.S. Bankruptcy Court for the Middle
District of Florida to employ GrayRobinson, P.A., as their special
counsel.

As reported in the Troubled Company Reporter on Mar. 3, 2006, the
Debtors told the Court that their shuttles, used to transport
passengers to and from its offshore gaming facility, were damaged
on two separate occasions and that the damages were caused by the
negligence of third parties.

ACE Insurance, the Debtors' property insurer, paid for the repairs
made to the shuttles and the Debtor paid a total of $40,000 for
deductibles relating to the two incidents.

The Debtors tell the Court that the firm will assist ACE in
recovering the amounts ACE paid under the insurance policy from
the third parties who caused the damages.  ACE has also agreed to
seek reimbursement of the deductibles paid by the Debtor.

Mr. Birthisel, a shareholder at GrayRobinson, tells the Court that
the firm will be paid by ACE:

   a) 25% of any settlement reached prior to the filing of a
      complaint; or

   b) 33% of any judgment or settlement obtained subsequent to the
      filing of a complaint.

Accordingly, the Firm will not seek reimbursement of its fees and
costs from the Debtors and will not file any fee application in
the Debtors' case, but will subtract the Debtors' prorata share of
attorney's fees from any judgment or settlement amount.

Mr. Birthisel assures the Court that GrayRobinson does not
represent or hold any interest adverse to the Debtors or their
estate.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtors' cases.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


TRANSMONTAIGNE INC: Earns $25.7 Million in Third Fiscal Quarter
---------------------------------------------------------------
TransMontaigne Inc. disclosed its financial results for the fiscal
third quarter, which resulted in net earnings of $25.7 million
compared with net income of $47.1 million for the comparable
quarter in 2005.  For the nine months ended March 31, 2006, the
Company reported net earnings of $11.4 million compared with
$55.1 million in net earnings during the comparable period in
2005.

During the third quarter, wholesale petroleum product prices
increased from $1.70 per gallon to $1.86 per gallon.  This
significant increase in value contributed to an inventory
procurement and management gain of $38.7 million, net of hedging
costs.

Highlights for the quarter include:

   -- Supply, distribution and marketing revenues of $2.4 billion
      resulted in net margins of $49.1 million, which includes the
      $38.7 million gain in inventory procurement and management
      and a $1.9 million charge due to FIFO inventory adjustments;

   -- Light oil marketing margins were $7.4 million, compared to
      $5.0 million for the comparable quarter in 2005. During the
      quarter, the wholesale value of product at the Company's
      Southeast terminals approximated the cost of the product at
      the tailgate of the refineries plus the cost of
      transportation to the Company's terminals, which resulted in
      breakeven marketing results at the Southeast terminals;

   -- Radcliff/Economy Marine Services, Inc., acquired
      August 1, 2005, contributed $1.0 million in marketing
      margins during the quarter;

   -- Terminal, pipelines, and tugs and barges generated
      $12.5 million in net margins, compared to $13.8 million for
      the comparable quarter in 2005;

   -- During the quarter, the Company entered into a new
      seven-year terminaling services agreement with a subsidiary
      of Valero Energy Corporation regarding approximately
      1.0 million barrels of gasoline and distillate storage
      capacity throughout the Company's River terminal facilities.
      The terminaling services agreement became effective
      April 1, 2006.  During the quarter, we incurred
      approximately $1.8 million in repairs and maintenance at the
      Company's River terminal facilities in preparation for the
      commencement of the Valero terminaling services agreement;

   -- Radcliff contributed $0.7 million of terminaling margins
      during the quarter;

   -- Selling general and administrative expenses increased by
      $2.2 million compared to the comparable quarter in 2005 due
      principally to Radcliff accounting for $0.3 million and
      TransMontaigne Partners' incremental General and
      Administrative Costs of $1.1 million;

TransMontaigne's Board of Directors has also authorized management
to meet with representatives of Morgan Stanley Capital Group Inc.
to negotiate a definitive merger agreement in accordance with the
terms of Morgan Stanley's letter to TransMontaigne dated April 26,
2006, in which Morgan Stanley offered to acquire all of the
outstanding capital stock of TransMontaigne Inc. for cash
consideration of $10.50 per common share.  As previously
announced, on March 27, 2006, TransMontaigne entered into a merger
agreement with SemGroup, L.P., and certain of its affiliated
entities providing for the acquisition by SemGroup of all of the
outstanding capital stock of TransMontaigne for cash consideration
of $9.75 per common share.

Donald H. Anderson, Chief Executive Officer said, "Increases in
both crude oil prices and refinery margins (crack spreads) once
again moved wholesale gasoline prices to higher levels.  These
higher prices encourage the rapid liquidation of refined product
inventory which has the tendency to lower light oil marketing
margins (net backs) throughout our pipeline supplied Southeast
terminaling network.  As has been previously reported, the Company
has received two competing offers for 100% of the Company's common
stock.  The Company's Board is continuing to evaluate both
offers."

TransMontaigne Inc. (NYSE:TMG) -- 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, Florida, East Coast and
Midwest regions.  The Company's principal activities consist of
(i) terminal, pipeline, tug and barge operations, (ii) marketing
and distribution, (iii) supply chain management services and (iv)
managing the activities of TransMontaigne Partners L.P.  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.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.


TRANSMONTAIGNE: Likely to Accept Morgan Stanley's Merger Offer
--------------------------------------------------------------
TransMontaigne Inc.'s Board of Directors is prepared to accept the
terms of a definitive merger agreement with Morgan Stanley Capital
Group Inc. under which Morgan Stanley will acquire all of the
outstanding capital stock of TransMontaigne for cash consideration
of $10.50 per share.  The terms of the Morgan Stanley merger
agreement do not contain a financing condition, and the closing of
the proposed transaction is not subject to a due diligence
condition.  The other terms of the transaction are substantially
similar to the terms of the merger agreement dated March 27, 2006,
by and among SemGroup, L.P., and certain of its affiliated
entities and TransMontaigne Inc.

Pursuant to the terms of the SemGroup merger agreement,
TransMontaigne has given notice to SemGroup of the definitive
terms of the Morgan Stanley merger agreement and that
TransMontaigne's Board of Directors is prepared to terminate the
SemGroup merger agreement and enter into the Morgan Stanley merger
agreement.

TransMontaigne Inc. (NYSE:TMG) -- 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, Florida, East Coast and
Midwest regions.  The Company's principal activities consist of
(i) terminal, pipeline, tug and barge operations, (ii) marketing
and distribution, (iii) supply chain management services and (iv)
managing the activities of TransMontaigne Partners L.P.  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.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.


TRIGEM COMPUTER: Representative Files 1st Section 1518(1) Report
----------------------------------------------------------------
Pursuant to Section 1518(1) of Chapter 15 of the Bankruptcy Code,
Il-Hwan Park, foreign representative for Trigem Computer, Inc.,
filed a report with the U.S. Bankruptcy Court for the Central
District of California.

Section 1518(1) provides that, from the time of filing the
petition for recognition of a foreign proceeding, the foreign
representative will file with the court promptly a notice
concerning any substantial change in the status of the foreign
proceeding or the status of the foreign representative's
appointment.

Mr. Park notes that he filed the report over an abundance of
caution since he believes the pending foreign proceeding in the
Suwon District Court, Bankruptcy Division, in the Republic of
Korea, has merely progressed rather than have experienced a
change in status.

                Korean Court Confirms TriGem Plan

According to Mr. Park, after the U.S. Bankruptcy Court granted
recognition of Trigem's Foreign Proceeding on December 7, 2005,
the Foreign Proceeding voted to accept a plan of reorganization.

Subsequently, the Korean Bankruptcy Court confirmed the Plan, as
accepted by creditors.  No appeal was taken from the confirmation
decision and the deadline to take an appeal has run.
Accordingly, Mr. Park points out, the confirmation decision is
now conclusive and final.

Mr. Park tells the U.S. Bankruptcy Court that the confirmed plan
must now be implemented.

If the plan cannot be implemented in any material respect, Mr.
Park as the Foreign Representative, must submit a revised plan to
creditors for their approval and then to the Korea Bankruptcy
Court for confirmation.  If the revised plan is not approved, nor
confirmed, Trigem would automatically be put into a liquidation
case.

"Implementation of the plan may involve merger and acquisition
type transactions and it is highly likely that such will be
employed in the instant case," Mr. Park says.

Because of the replacement of the head bankruptcy judge in Korea,
the implementation process has however been somewhat delayed.

The Foreign Representative did not file a copy of the TriGem plan
with the U.S. Court.

                     About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 3
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRIGEM COMPUTER: Posts KRW831 Billion Net in 2005
-------------------------------------------------
TriGem Computer, Inc., posted KRW831,551,120,000 net loss for
the year ended December 31, 2005, Sung Tae Park at Bloomberg News
in Hong Kong, reports.

For the year ended December 31, 2004, the company had a
KRW34,470,740,000 net loss.

TriGem also reported KRW831,551,120,000 in net sales for 2005,
much lower compared to KRW2,399,805,000,000 in 2004.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 3
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNIFI INC: Moody's Junks Rating on Proposed $225 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
senior secured notes of Unifi, Inc., and raised the Corporate
Family Rating to B3 from Caa1.  The ratings outlook is stable.

Notwithstanding continuing industry overcapacity and pricing
pressures across the textile industry resulting primarily from
imports, these rating actions acknowledge Unifi's continued
reduction in financial leverage since Moody's prior rating action
in August 2004 and, also, the deleveraging impact of the proposed
transaction itself.

The upgrade is further supported by operational improvements, the
integration of the polyester filament manufacturing acquisition
from INVISTA which took place in September 2004, the exit from the
company's unprofitable manufacturing operations in the UK and
Ireland and the company's promising investment in the Chinese
market in the second half of 2005.

Improvements in profitability, with sustainable adjusted EBITA
return on assets increasing above 5%, along with sustainable free
cash flow to debt ratios of the order of 10% could lead to a
positive ratings outlook.  Greater visibility would be needed with
respect to the company's implementation of its consolidation
strategy.

Weaker than expected sales, significant losses or cash generation
or material increases in leverage from acquisitions could put
negative pressure on the company's ratings.  In addition, if the
ratio of free cash flow to debt is anticipated to turn negative,
the rating could be downgraded.  Developments toward
liberalization in the international textile trade environment
could also place negative pressure on the ratings.

Moody's took the following rating actions:

   * Assigned a Caa1 rating to the proposed $225 million senior
     secured notes due 2014;

   * Affirmed the Caa2 rating on approximately $250 million 6.5%
     senior unsecured notes due 2008;

   * Upgraded to B3 from Caa1 the Corporate Family Rating;

   * The ratings outlook is stable.

The ratings on the existing $250 million senior unsecured notes
will be withdrawn upon tender of the notes.  The ratings are
contingent upon the receipt of executed documentation in form and
substance acceptable to Moody's.

Proceeds from the $225 million proposed senior secured notes due
2014 along with cash-on-hand are intended to prepay the existing
$250 million 6.5% senior unsecured notes due 2008 along with
expenses.

The company's $100 million senior secured revolving credit
facility due December 7, 2006 is also being refinanced through a
proposed $100 million revolver due 2011.

As of March 26, 2006, the Company had no outstanding borrowings
under its current revolver and had availability of approximately
$68.7 million. Under the new proposed revolver, availability is
expected to be $93.7 million.  At closing, the revolver is
expected to be unfunded.

Unifi, Inc., based in Greensboro, NC, is a leading diversified
producer and processor of multi-filament polyester and nylon
textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: Sorbtek(R), A.M.Y.(R), Mynx(R)
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 had revenue of $756 million for
the twelve months ending March 26, 2006.


U.S. ANTIMONY: DeCoria Maichel Raises Going Concern Doubt
---------------------------------------------------------
DeCoria, Maichel & Teague P.S. in Spokane, Washington, raised
substantial doubt about United States Antimony Corporation's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
accumulated and stockholders' equity deficiencies.

The Company reported a $575,766 net loss on $3,564,030 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,619,370 in
total assets and $2,337,203 in total liabilities, resulting in a
$717,833 stockholders' equity deficit.

The Company's December 31 balance sheet also showed strained
liquidity with $586,898 in total current assets available to pay
$1,411,200 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8e2

United States Antimony Corporation produces and sells antimony and
zeolite products.  Antimonio de Mexico, S. A. de C. V., was formed
in Aug. 19, 2005, to explore and develop antimony and silver
deposits in Mexico.  Bear River Zeolite Company was incorporated
in 2000, and mines and produces zeolite in southeastern Idaho.


USA COMMERCIAL: Wants to Return $8.9 Million to Investors
---------------------------------------------------------
USA Commercial Mortgage Company asks the U.S. Bankruptcy Court for
the District of Nevada for authority to return $8.9 million in
funds, being held by Orange Coast Title Company in an escrow
account, to 117 investors.

The Debtor tells the Court that prior to filing for bankruptcy, it
acted as a mortgage broker and raised $8.9 million from 117
investors.  The fund was to be invested as a secured loan to Bundy
Canyon Land Development, LLC for a real estate project known as
the "Bundy Canyon Project" in Riverside County, California.

The fund was initially deposited in the Debtor's bank account and
was transmitted to an escrow account of Orange Coast.

The Debtor tells the Court that its chief restructuring officer,
Thomas Allison, has determined that Bundy Canyon is approximately
70% owned or controlled, directly or indirectly, by two former
officers and principals of the Debtor, and that it would be in the
best interest of the Debtor not to complete the loan transaction
and not to release the $8.9 million to Bundy Canyon.

The Debtor says that the Nevada Mortgage Lending Division, a state
regulatory body within the Nevada Department of Business &
Industry, has requested that it immediately return the $8.9
million in the Escrow Account to the Investors.

The Debtor believes a return of the funds in the Escrow Account to
the Investors is appropriate because:

    (a) the funds in the Escrow Account are directly traceable to
        the amounts invested by the Investors from March 27, 2006
        through April 6, 2006, and

    (b) it has determined not to fund the $8.9 million loan to the
        Bundy Canyon,

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.  No
Cfficial Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  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.


VANGUARD CAR: S&P Rates $975 Million Secured Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Vanguard Car Rental USA Holdings Inc.  The
outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' rating and
'1' recovery rating to Vanguard Car Rental USA Holdings Inc.'s
$975 million secured credit facility, indicating the expectation
of full (100%) recovery of principal in the event of a payment
default.  The facility consists of:

   * a $175 million revolving credit facility that matures
     in 2012; and

   * an $800 million term loan that matures in 2013.

"The ratings on Vanguard Car Rental USA Holdings Inc. reflect its
weak financial profile and very aggressive financial policy, even
after a proposed recapitalization of the company," said Standard &
Poor's credit analyst Betsy Snyder.  "However, the company's
business risk profile does benefit from its significant presence
in the North American on-airport car rental market."

Tulsa, Oklahoma-based Vanguard is the major operating subsidiary
of Worldwide Excellerated Leasing Ltd., which is owned by Cerberus
Capital Management L.P. Vanguard's operations, which include the
National and Alamo brands in the U.S. and Canada, account for the
major portion of Worldwide's consolidated revenues (its other
operations are located primarily in Europe and the Middle East).
Vanguard participates primarily in the on-airport segment of the
car rental industry.  The U.S. accounts for approximately 93% of
Vanguard's revenues.

At the top 50 airports in the U.S., the Alamo and National brands
have a combined market share of approximately 21%, behind Hertz
(28%) and a combined Avis and Budget (30%, both owned by Cendant).

National, which accounts for approximately 49% of Vanguard's
revenues, focuses on frequent business travelers (50% of revenues
are derived from commercial accounts).  Alamo (approximately 51%
of Vanguard's revenues), focuses on leisure and value travelers at
major vacation destinations.

The on-airport segment of the car rental industry is heavily
reliant on airline traffic.  Demand tends to be cyclical, and can
also be affected by global events such as wars, terrorism, and
disease outbreaks.

Vanguard's credit ratios are expected to remain fairly consistent
over the near to intermediate term due to its heavy debt burden.
If the company were to add substantial equity to its capital
structure, the outlook could be revised to positive.  An outlook
revision to negative is considered less likely.


VITAL LIVING: Epstein Weber Raises Going Concern Doubt
------------------------------------------------------
Epstein Weber & Conover, PLC, expressed substantial doubt about
Vital Living, Inc.'s financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations, working capital
deficit and dependence on funding sources other than operations.

Vital Living's financial results for the fiscal year ended
Dec. 31, 2005, compared with the fiscal year ended Dec. 31, 2004,
show:

     -- Revenue from continuing operations increased 17% to $4.9
        million from $4.2 million;

     -- Net loss available to common stockholders was $21.7
        million, compared with $28.6 million;

     -- Net loss from continuing operations decreased to
        $20.1 million from $24 million;

     -- Cash used in operations decreased to $360,000 from
        $3,550,000; and

     -- Adjusted earnings before interest, taxes, depreciation and
        amortization was $52,000 compared with a loss of
        $5.6 million.

At Dec. 31, 2005, the Company's balance sheet showed $4,764,000 in
total assets ant $5,259,000 in total liabilities, resulting in
total stockholders' deficit of $495,000.

"I am proud to report to our stockholders that the tough decisions
we made over the last year and a half have improved our financial
results and we look forward to continued improvement during 2006,"
noted Stuart A. Benson, Vital Living Inc.'s chief executive
officer.

"We believe the restructuring efforts that began in mid-2004 and
continued through mid-2005, focusing our business on growing the
sales of our Doctors For Nutrition Inc. subsidiary combined with
the 2005 cost containment and productivity enhancement programs,
have resulted in significant adjusted EBITDA improvement.  During
2006, we expect to introduce new and exciting products through DFN
that will expand our product line," noted Gregg A. Linn, chief
operating officer and chief financial officer of Vital Living.

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

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

                        About Vital Living

Headquartered in Phoenix, Arizona, Vital Living -
http://www.vitalliving.com/-- develops nutritional and
nutraceutical products which are marketed for distribution through
physicians and licensed or certified health care professionals.


W.R. GRACE: Wants Plan-Filing Period Stretched to July 24
---------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend, until July 24, 2006,
their Exclusive Plan Filing and Solicitation Periods.

The Debtors also seek extension of Sam C. Pointer, Jr.'s
appointment as plan mediator through and including July 24.

The Debtors circulated to all committees and to the Future
Claimants' Representative a proposed extension order on April 21,
2006.

The Debtors propose that the major parties-in-interest and the
Mediator will report to the Court on the status of the plan
mediation at the May, June and July monthly omnibus hearings.  In
the event the Mediator determines that continued plan mediation
will not be productive, the Mediator will immediately advise the
Court, at which point the Court will set a prompt hearing to
discuss the impact of that situation and the posture of the case
going forward.

The Debtors ask the Court to rule on their request at its
earliest convenience.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.


W.S. LEE: Gets Court Okay to Hire Phoenix as Financial Advisor
--------------------------------------------------------------
W.S. Lee & Sons, Inc., and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Western District
of Pennsylvania to employ Phoenix Management Services, Inc., as
their financial advisor.

As reported in the Troubled Company Reporter on Apr. 18, 2006,
Phoenix Management is expected to:

   a. review presentations developed by the Debtors that are
      intended to be delivered at meetings with representatives
      of its secured and unsecured creditors;

   b. advise the company with regard to certain aspect and
      operating or financial restrictions inherent in the
      bankruptcy process;

   c. for the first two months, assist in the preparation and
      review of certain documents, schedules and statements of
      financial affairs, financial reports and monthly operating
      reports prior to their submittal, including analysis
      required by the Court, the Office of the U.S. Trustee, and
      the Debtors' secured and unsecured creditors;

   d. advise the Debtors with regard to strategy relating to
      negotiations with the Debtors' creditors, customers, and
      other parties in interest; and

   e. advise the Debtors with regard to elements of any proposed
      plan of reorganization that the Debtors might consider.

Michael E. Jacoby, a managing director at Phoenix Management,
told the Court that the Firm's professionals bill:

      Professional               Hourly Rate
      ------------               -----------
      Managing Directors         $365 - $425
      Directors                  $275 - $345
      Vice Presidents            $195 - $265
      Analysts/Associates        $150 - $195

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

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.  Phoenix Management
Services, Inc. serves as the Debtors' financial advisor.  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.


WHIRLPOOL CORP: Maytag Integration to Affect 4,500 Jobs
-------------------------------------------------------
Whirlpool Corporation disclosed a series of changes within its
North American organization relating to the integration of Maytag
operations.  Locations affected by the changes include three
manufacturing sites, the former Maytag corporate headquarters and
a research and development center in Newton, Iowa, and
administrative offices in Illinois, Canada and Mexico.

Approximately 4,500 positions will be eliminated as a result of
the changes.  Moving forward, about 1,500 new positions will also
be created at other Whirlpool locations, resulting in a net total
elimination of 3,000 positions when all changes have been
completed.  Details on the number and location of new positions
created at other Whirlpool locations will be announced in the near
future.

"We are taking these actions to rapidly restore the
competitiveness of the Maytag brands," said Jeff M. Fettig,
Whirlpool chairman and chief executive officer.  "This is an
important step in our integration process that will allow us to
drive continuing performance improvements and will better align
our brands, products and operations with the markets we serve
domestically and globally."

               Laundry Manufacturing Consolidation

Today's announcement includes plans to consolidate laundry washer
and dryer production from Maytag manufacturing sites in Newton,
Iowa; Herrin, Illinois and Searcy, Arkansas with Whirlpool laundry
factories in Clyde and Marion, Ohio.  The series of moves will
build upon the efficiency of Whirlpool's manufacturing
capabilities and enhance the company's ability to compete within
the highly competitive global home appliance industry.  The
changes follow an extensive review of Maytag operations by
Whirlpool, and the company's commitment to quickly communicate any
operational decisions to clarify employee status moving forward.

"Our manufacturing sites in Clyde and Marion are two of the most
efficient facilities in the world, with capacity to grow," said
David L. Swift, president, Whirlpool North America.  "This was a
difficult, but necessary decision that will further improve the
cost efficiency of our laundry operations, providing consumers
with industry-leading innovation and competitively produced
washers and dryers from U.S.-based manufacturing locations."

The timetables for the affected manufacturing operations include
an orderly closure process, with complete closure targeted on
these dates:

   * The factory in Herrin, Illinois, which manufactures washers
     and dryers and employs about 1,000, will continue production
     until the end of 2006.

   * The factory in Searcy, Arkansas, which manufactures dryers
     and employs about 700, will continue production until the end
     of 2006.

   * The factory in Newton, Iowa, which manufactures washers and
     dryers and employs about 1,000, will continue production into
     2007.

The company currently plans no further manufacturing facility
closures related to the Maytag integration process, though it will
continue to aggressively pursue ongoing productivity improvements
across its global operating platform.  At the same time, Whirlpool
will continue to evaluate strategic options for, including the
potential sale of, the Hoover floor-care and the Dixie-Narco,
Amana commercial microwave and Jade commercial appliance
businesses.

                  Administrative Consolidation

Maytag administrative offices will be consolidated in the United
States -- from Newton, Iowa to Benton Harbor, Michigan and other
Whirlpool locations; in Canada -- from Burlington to Mississauga;
and in Monterrey, Mexico where both companies have offices.  The
Newton-based research and development center, and the
administrative office of Maytag International, based in
Schaumburg, Illinois, also will be closed.

Approximately 1,800 salaried positions, included in the 4,500
affected positions, will be eliminated as a result of these
changes.  Several hundred salaried employees from the affected
administrative offices are expected to be offered jobs in other
Whirlpool locations.

Whirlpool's review of Maytag operations will continue, and further
decisions related to office facilities are expected in the future.

                       Transition Support

The company will support employees affected by the changes with a
comprehensive assistance package during the transition period,
including severance pay, health benefits continuation, job search
assistance, and other benefits.  Whirlpool plans to open
negotiations with labor unions in Newton and Herrin for close-out
agreements in the future.  Employees in Searcy, a non-union
facility, also will receive severance, benefits continuation and
job search assistance.

                      Community Commitment

The company said it would work with local and state officials to
ensure that all available training resources are made available to
affected employees, and to reposition affected locations for
future job development opportunities within the community.

                         Cost Estimates

The preliminary estimate of termination and relocation costs
resulting from consolidation of Maytag administrative offices is
approximately $135 million to $145 million.  Non-employee exit
costs associated with laundry facility closings are approximately
$30 million.  Whirlpool is unable to estimate, at this time, the
termination costs associated with the manufacturing facility
closings.  Cost associated with today's announcement will be
recognized as an assumed liability and accounted for as part of
the purchase price for Maytag in accordance with generally
accepted accounting principles.

                   About Whirlpool Corporation

Whirlpool Corporation (NYSE: WHR) -- http://www.whirlpoolcorp.com/
-- is the world's leading manufacturer and marketer of major home
appliances, with annual sales of more than $19 billion, more than
80,000 employees, and more than 60 manufacturing and technology
research centers around the world. The company markets Whirlpool,
Maytag, KitchenAid, Jenn-Air, Amana, Brastemp, Bauknecht and other
major brand names to consumers in nearly every country around the
world.

                         *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Moody's Investors Service downgraded the long-term senior
unsecured debt rating of Whirlpool Corporation and its
subsidiaries to Baa2 from Baa1, and preferred stock rating to Ba1
from Baa3.   Moody's said the rating outlook is negative.


WINN-DIXIE: Wants to Assume Modified Hallmark Marketing Agreement
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to:

    (a) approve their assumption of the Modified Expressions from
        Hallmark Marketing Agreement;

    (b) require the Debtors to pay $3,969,000 to Hallmark
        Marketing Corporation as cure;

    (c) hold that, with the payment, all requirements of Section
        365(b)(1) are satisfied or waived; and

    (d) disallow Claim Nos. 7292 and 7293.

Procurement, Inc., and Hallmark Marketing Corporation are
parties to the Expressions from Hallmark Marketing Agreement
dated April 19, 2002, as amended.  Under the Prepetition
Agreement, Procurement obtains greeting cards and other personal
expression products from Hallmark for sale in the Debtors'
stores.

According to D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, the Prepetition Agreement has become
economically unfavorable to the Debtors because it:

    (1) contains a volume quota that obligates the Debtors to
        purchase from Hallmark, wholesale product valued at
        $262,886,000, with the term of the agreement continuing
        until the volume quota is satisfied.  As of March 31,
        2006, the Debtors have made wholesale product purchases of
        $84,000,000.  At their current level of purchasing, the
        Debtors estimate that they would be bound to the
        Prepetition Agreement for at least another 10 years; and

    (2) requires the Debtors to devote an aggregate of 101,861
        permanent linear feet of store space to the display of
        Hallmark's products.  With the recent footprint
        reductions, the Debtors have fallen far short of that
        requirement.

As a consequence, the Prepetition Agreement allows Hallmark, at
its option:

    (a) to obtain a prorated refund from the Debtors of previously
        paid signing bonus and department replacement allowance
        amounts of $7,800,000; or

    (b) to increase the amount of the volume quota.

Mr. Baker relates that the Debtors and Hallmark agreed to modify
the volume quota and linear footage terms of the Prepetition
Agreement, which is reflected in the Second Addendum to
Expressions from Hallmark Marketing Agreement.  The Second
Addendum provides that:

    (a) Hallmark will reduce the volume quota, of which
        $178,886,000 would otherwise remain outstanding, to
        $61,000,000 for the period after March 31, 2006;

    (b) Hallmark will eliminate the linear footage requirement and
        the penalties for failing to satisfy the linear footage
        requirement; and

    (c) the Debtors will pay Hallmark $3,969,000 in full and
        complete satisfaction of obligations existing under the
        Prepetition Agreement, representing a substantial discount
        of the amount that Hallmark would otherwise assert as
        cure.

The Postpetition Amendment contemplates that the Debtors will
move to assume the Prepetition Agreement as modified by the
Postpetition Amendment.  In conjunction with assumption of
the Modified Agreement, Hallmark has agreed that, subject to
payment of $3,969,000, all liabilities as to which cure or
compensation would otherwise be required under Section 365(b)(1)
of the Bankruptcy Code have been satisfied or waived.

With the agreement, the proofs of claim filed by Hallmark against
the Debtors would be disallowed in full including (i) Claim No.
7292 filed against Procurement for $38,829,976 and (ii) Claim No.
7293 filed against the Debtors for $38,829,976.

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: Agrees to Sell 21 Stores for $15 Mil. to 14 Purchasers
------------------------------------------------------------------
Following a successful auction on May 9, Winn-Dixie Stores, Inc.
(OTC Pink Sheets: WNDXQ) reached agreements to sell 21 stores to
14 purchasers.  These stores are part of the 35 locations that the
Company closed earlier this year following a thorough evaluation
of its entire store base.  The closing of these stores is intended
to enhance Winn-Dixie's financial performance and help position
the Company for profitability as it prepares to emerge from
Chapter 11.

The aggregate purchase price in the agreements for leases and
equipment at the 21 stores is in excess of $15 million.  This
amount does not include inventory, which was sold previously in
clearance sales at each location.  Winn-Dixie will seek final
Bankruptcy Court approval of these sale agreements at a future
court hearing.

"We are pleased with the results of the auction of the leases for
these stores, which exceeded our expectations," Peter Lynch,
President and Chief Executive Officer of Winn-Dixie, said.  "The
proceeds from these sales will provide additional liquidity as we
prepare to emerge from Chapter 11. We were able to place most of
our Associates in other Winn-Dixie locations, minimizing the
impact of these store closings on our Associates."

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: Court Okays Rejection of Six Contracts & Leases
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to reject six executory contracts and unexpired leases
as of May 4, 2006:

    Non-Debtor Party             Contract
    ----------------             --------
    Triad Business Solutions     All Inclusive Lease Agreement
                                 dated January 29, 2004, for Sharp
                                 copier, serial no. 35017849

    Mantek                       Parts Washer Payment Plan dated
                                 November 9, 2004

    Florence Times               Retail/Classified Advertising
                                 Contract dated October 12, 2004

    Six Flags, Inc.              Marketing Agreement dated
    (Atlanta Properties)         January 25, 2005

    Predixis, Inc.               Business Service Agreement dated
                                 as of August 18, 2003

    RCG Information Technology   Service Agreement dated
                                 October 19, 1999

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, says that the Contracts are no longer necessary to
the Debtors' businesses because they either relate to facilities
that have been sold or closed by the Debtors; or the Debtors no
longer need the agreements or they can obtain similar services
from alternative sources at a lower cost.

Judge Funk clarifies that the Order does not constitute a waiver
of any claims the Debtors may have against any counterparty to,
and whether or not related to, the Contracts.

Claims for any rejection damages must be filed before June 3,
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).


WOODWAYS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Woodways Inc.
        665 Construction Court
        Zeeland, Michigan 49464

Bankruptcy Case No.: 06-02068

Chapter 11 Petition Date: May 9, 2006

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Robert F. Wardrop, II, Esq.
                  Wardrop & Wardrop, P.C.
                  300 Ottawa Avenue, Northwest, Suite 150
                  Grand Rapids, Michigan 49503
                  Tel: (616) 459-1225
                  Fax: (616) 459-7273

Total Assets:   $774,765

Total Debts:  $1,025,960

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $720,137
400 Front Street
Grand Rapids, MI 49504

State of Michigan                       $165,000
Department of Treasury

Rayner and Rinn Scott                    $39,983
6755 South Old Harlem Avenue
Chicago, IL 60638

Bank of America                          $10,000

Marketplace                               $8,293

Repcolite Paints, Inc.                    $6,811

Bertch Cabinets                           $5,770

Stoneway Marble                           $5,172

H.J. Oldenkamp                            $4,807

Victor S. Barnes                          $4,456

Citi Business Card                        $4,000

Paint Spot                                $2,410

Richelieu America Ltd.                    $2,365

Direct Supply, Inc.                       $1,116

J. Kaltz $ Co.                            $1,079

Baer Supply                                 $891

Millenium Automotive                        $823

W.P. Williams Co.                           $584

Lumbermans, Inc.                            $505

ALTL, Inc.                                  $500


WORLD HEART: PwC Raises Going Concern Doubt Over Recurring Losses
-----------------------------------------------------------------
PricewaterhouseCoopers LLP, World Heart Corporation's auditor,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ending Dec. 31, 2005.  PwC pointed to the
Company's recurring losses.

For the year ending Dec. 31, 2005, the Company posted a
$52,833,775 net loss on $11,645,954 of revenues.  For 2004, the
Company incurred $26,141,798 net loss.  In 2003, it reported
$14,629,054 net loss.

As of Dec. 31, 2005, the Company reported $26,821,693 in assets
and $6,109,176 in debts.

A full-text copy of the Form 10-KSB filed with the United States
Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?817

World Heart Corporation develops, produces and sells ventricular
assist devices (VADs).  VADs are mechanical assist devices that
supplement the circulatory function of the heart by re-routing
blood flow through a mechanical pump allowing for the restoration
of normal blood circulation.


* BOOK REVIEW: THE ITT WARS: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:     Rand Araskog
Publisher:  Beard Books
Paperback:  236 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122387/internetbankrupt

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest
products.

ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous
two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth.  Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20 companies
in one month.)

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned.  Next came
a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention.
ITT's poor handling of several antitrust cases was also making
headlines.

Then came recession in 1973.  ITT's stock plummeted from $60 in
early 1973 to $12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began. Geneen was forced out in 1977, and Araskog, head
of ITT's Aerospace, Electronics, Components, and Energy Group,
with more than $1 billion in sales, won the CEO prize a year
later.

Araskog inherited a debt-ridden corporation.  He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz.  This book is the insider's
story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s.  Araskog knew everyone.  His writing reflects his
direct, passionate, and focused management style.  He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and
love for his company and colleagues.

In the book's closing sentences, Araskog says, "We fought when the
odds are against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century, we hope to keep the
wagon train moving into the twenty-first century and not have to
think about making a circle again.  Once is enough."

Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next.  In 1994, he orchestrated the breakup of ITT
into five publicly traded companies.  Wagon circling began again
in early 1997 when Hilton Hotels made a hostile takeover offer to
ITT Corporation. Araskog eventually settled for a second-best
victory, negotiating a friendly merger with the Starwood
Corporation, in which ITT shareholders became majority owners of
Starwood and Westin Hotels, with the management of Starwood
assuming management of the merged entity.

Today, Mr. Araskog heads his own investment company in Palm Beach,
Florida.

                             *********

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 Junior
M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***