TCR_Public/060515.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 15, 2006, Vol. 10, No. 114

                             Headlines

ACCESS WORLDWIDE: Annual Stockholders' Meeting Scheduled on May 24
AFFILIATED COMPUTER: Stock Options Probe Delays Quarterly Report
AGRIBIOTECH INC: Court Extends Creditor Trust Agreement's Term
ALEKSANDRA ROVCANIN: Voluntary Chapter 11 Case Summary
ALON USA: Acquisitions Prompt S&P to Lift Ratings from B to B+

ASARCO LLC: Files Adversary Proceeding Against Gerald Metals
ASARCO LLC: Wants Judgment Given Against TMD Acquisition
ASARCO LLC: Road & Hecla Resigns from Panel; Gold Fields Appointed
BANC OF AMERICA: Fitch Holds BB Rating on Class L Certificates
BRILLIANT DIGITAL: Vasquez & Company Raises Substantial Doubt

CABLEVISION SYSTEMS: Annual Stockholders' Meeting Set for Thursday
CALPINE CORP: Court Okays Repayment of $646 Mil. First Lien Debt
CAPITAL BEVERAGE: Sherb & Co. Raises Going Concern Doubt
CARDINAL COMMUNICATIONS: AJ. Robbins Raises Going Concern Doubt
CELESTICA INC: Posts $17.4 Million First Quarter Net Loss

CITIZENS COMMS: Earns $50 Million in Quarter Ended March 31
CITY OF GARDENA: Financing Cues S&P to Lift Certificates' Ratings
CONGOLEUM CORP: Court Approves Settlement Agreement with Harper
CONGOLEUM CORP: Has Until Aug. 14 to Make Lease-Related Decisions
COPPER TIRE: Moody's Cuts Rating on Senior Unsecured Notes to Ba3

COVAD COMMS: Annual Stockholders' Meeting Set for June 15
COVALENCE SPECIALTY: Moody's Rates $300 Million Term Loan at Ba3
COVALENCE SPECIALTY: S&P Rates Proposed $300 Million Loan at B+
CREDIT SUISSE: Fitch Ups Rating on Class H Certificates to BB+
CRESCENT REAL: Posts $5 Million Net Loss in Quarter Ended March 31

CRICKET COMMS: S&P Rates Proposed $1.1 Bil. Sr. Secured Loan at B
CUMULUS MEDIA: Moody's Reviews Ba2 Ratings and May Downgrade
CURATIVE HEALTH: Hires Stevens & Lee as Conflicts Counsel
CYC EXPRESS: Case Summary & 18 Largest Unsecured Creditors
DANA CORP: Board of Directors Holds Grants in Dana Deferred Plan

DANA CORP: Agrees with Underwriters to Continue Ohio Action
DANA CORP: Five Entities Own Over 5% of Common Stock
DEAN FOODS: S&P Assigns BB- Rating to Proposed $300 Million Notes
DELTA AIR: Posts $2.1 Billion Net Loss in First Quarter 2006
DIALOG GROUP: Berenfeld Spritzer Raises Going Concern Doubt

DOBSON CELLULAR: Moody's Rates New Senior Secured Notes at B1
DOBSON CELLULAR: S&P Rates Proposed $250 Mil. Sr. Sec. Notes at B
EDISON MISSION: S&P Affirms B+ Rating on 190MM of Sr. Unsec. Bonds
EOIN KILCULLEN: Voluntary Chapter 11 Case Summary
FALCONBRIDGE LTD: Receives Inco's Increased Purchase Offer

FIRSTLINE CORP: U.S. Trustee Names Two More Creditors to Committee
FIRSTLINE CORP: Committee Hires Kilpatrick Stockton as Counsel
FORD MOTOR: W.C. Ford Retains Influence After Shareholders Meet
FRIENDLYWAY C0RP: Balance Sheet Upside-Down by $3.1M at Jan. 31
FTS GROUP: Auditor Raises Going Concern Doubt

GATEWAY DISTRIBUTORS: Auditor Raises Going Concern Doubt
GREEN TREE: Fitch Cuts Ratings on Two Class Certificates to C
GREEN TREE: S&P Puts Default Rating on Two Transaction Classes
HARD ROCK: Agrees to Sell Assets to Morgans Hotel for $770 Million
HELLER FINANCIAL: Fitch Ups Ratings on $7.6 Million Certs. to BB+

HEMOSOL CORP: Has Until May 23 to File Proposals to Creditors
HOMER CITY: S&P Affirms $875MM Bond's Rating With Stable Outlook
INCO LTD: Increases Offer for Falconbridge's Assets
INEX PHARMA: Balance Sheet Upside-Down by C$21.4 Mil. at Dec. 31
INLAND FIBER: Eisner LLP Raises Going Concern Doubt

J.J. MOORE: Case Summary & 20 Largest Unsecured Creditors
J.P. MORGAN: Fitch Holds BB+ Rating on $16.3 Mil. Class G Certs.
JACK NAPOR: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: District Court Affirms Confirmation Order
KAISER ALUMINUM: Earns $38.4 Million in Quarter Ended March 31

KUSHNER-LOCKE: Wants to Use Bank Lenders' Cash Collateral
LEGENDS GAMING: S&P Puts B- Rating on Proposed $65 Million Loan
LIBERTY FIBERS: Ch. 7 Trustee Selling Rayon Building for $200,000
MEMPHIS HEALTH: Moody's Cuts Rating on $8.32 Million Bonds to B2
MIDWEST GENERATION: S&P Affirms B+ Corp. Credit & Sr. Sec. Ratings

MISSION ENERGY: S&P Lifts Ratings to B- & Says Outlook is Positive
MORGAN STANLEY: Fitch Holds BB Rating on $10.6MM Class F. Certs.
MORGAN STANLEY: Moody's Holds Low-B Rating on Six Cert. Classes
MORGAN STANLEY: S&P Junks Rating on Class G Certificates
MORTGAGE CAPITAL: Fitch Holds Rating on $6.6 Mil. Certs. at B+

NORTHWEST AIRLINES: Posts $1.1 Billion Net Loss in First Quarter
NRG VICTORY: Chapter 15 Petition Summary
ONEIDA LTD: Court Okays Credit Suisse as Financial Advisor
ONEIDA LTD: Wants to Ink Settlement with Committee and PBCG
OXIS INT'L: Posts $700,000 Net Loss in 2006 First Quarter

PATHMARK STORES: Incurs $40.1 Million Net Loss in Fiscal 2005
PJ MILLIGAN: Voluntary Chapter 11 Case Summary
RADVIEW SOFTWARE: Dec. 31 Balance Sheet Upside-Down by $2.3 Mil.
RANGE RESOURCES: Agrees to Acquire Stroud Energy for $450 Million
RAVEN MOON: Auditor Raises Going Concern Doubt

REDDY ICE: S&P Affirms B+ Rating & Revises Outlook to Stable
REPUBLIC STORAGE: Completes $20 Million Asset Sale to Chrysalis
REVLON INC: Annual Stockholders' Meeting Scheduled on June 2
RICHARD SHIELDS: Case Summary & 20 Largest Unsecured Creditors
RUSSELL ROSSERO: Voluntary Chapter 11 Case Summary

SATELINX INT'L: Gets Interest Purchase Deal from CQIP Investments
SILICON GRAPHICS: Taps Weil Gotshal as Bankruptcy Counsel
SILICON GRAPHICS: Delays Filing of Form 10-Q for Fiscal 3rd Qtr.
STOCKERYALE INC: Reports $900,000 Operating Loss in First Quarter
SMARTVIDEO TECHNOLOGIES: Sherb & Co. Raises Going Concern Doubt

SOS REALTY: Voluntary Chapter 11 Case Summary
TEXAS STATE AFFORDABLE: S&P Junks Rating on $2.9 Million Bonds
THE WILLIAMS COS: S&P Raises $500MM Certificates' Ratings to BB-
UNIFI INC: S&P Junks Rating on Proposed $225 Million Senior Notes
UNITY VIRGINIA: Voluntary Chapter 11 Case Summary

VITESSE SEMICONDUCTOR: Restating Financials Due to Options Probe
WINN-DIXIE: Court Okays Rejection of Gem Cedar Lease for Store 997
WINN-DIXIE: Can Ink Commercial Surety Pact With RLI Insurance
WINN-DIXIE: Broward County Wants Taxes Paid on Pompano Facility
WORLD WIDE: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7

WORLD WIDE: Largest Unsec. Creditor Wants Ch. 11 Trustee Appointed

* BOND PRICING: For the week of May 8 - May 12, 2006

                             *********

ACCESS WORLDWIDE: Annual Stockholders' Meeting Scheduled on May 24
------------------------------------------------------------------
Access Worldwide Communications, Inc., will hold its annual
stockholders meeting at 11:00 a.m. on May 24, 2006, at its
executive offices at Suite 300, 4950 Communication Avenue, in Boca
Raton, Florida.

Access Worldwide's shareholders will be asked to:

   (1) elect seven directors, each to serve a one year term;

   (2) ratify the selection of BDO Seidman, LLP, as the
       independent registered public accounting firm for the
       fiscal year ending Dec. 31, 2006; and

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

The Company's Board of Directors fixed the close of business on
March 31, 2006, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the annual
meeting.

A full-text copy of the proxy statement is available for free at
http://ResearchArchives.com/t/s?905

                       Going Concern Doubt

BDO Seidman, LLP, in West Palm Beach, Florida, raised substantial
doubt about Access Worldwide Communications, Inc.'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 auditors pointed to the Company's
recurring losses from operations, negative cash flows, and
accumulated deficit.

Access Worldwide Communications, Inc. (OTCBB: AWWC) --
http://www.accessww.com/-- is an established marketing company  
that provides a variety of sales, communication and medical
education services.  Its spectrum of services includes medical
meetings management, medical publishing, editorial support,
clinical trial recruitment, patient compliance, multilingual
teleservices, product stocking and database management, among
others.  Headquartered in Boca Raton, Florida, Access Worldwide
has about 1,000 employees in offices throughout the United States
and the Philippines.

At Dec. 31, 2005, Access Worldwide Communications, Inc.'s balance
sheet showed a $5,060,322 stockholders' deficit compared to a
$3,865,118 deficit at Dec. 31, 2004.


AFFILIATED COMPUTER: Stock Options Probe Delays Quarterly Report
----------------------------------------------------------------
The Securities and Exchange Commission has begun an informal
investigation into stock option grants made by Affiliated Computer
Services, Inc., from October 1998 through March 2005.

In response to the informal SEC investigation, the Company began
an internal investigation, through its regular outside counsel,
into its historical stock option practices, including a review of
its underlying option grant documentation and procedures.  Due to
the volume of data to be reviewed, the Company is unable to
complete and timely file its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2006, without unreasonable effort
or expense.  

The Company, historically, grants stock options with effective
dates prior to the date when they were granted.  In consultation
with its independent public accounting firm, the Company has
preliminarily determined that it will record a cumulative prior
period non-cash stock-based compensation expense charge in an
amount that is not presently anticipated to exceed approximately
$40 million.  This charge relates to certain of the option grants
covering approximately 24 million common shares (after giving
effect to forfeitures of option grants covering approximately
7 million common shares) subsequent to the Company's initial
public offering in 1994 and through Dec. 31, 2005.  During the
same period, the Company recorded a cumulative pre-tax profit of
approximately $3.5 billion.

At this time, the Company is unable to determine the final amount
of the adjustment, whether the adjustment will require a
restatement of prior period financial statements or will be
reflected in its third quarter 2006 result of operations.  

                    About Affiliated Computer

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/--  provides business  
process   outsourcing and information technology solutions to
commercial and government clients.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service downgraded Affiliated Computer's
existing notes rating to Ba2 from Baa3 and assigned a Ba2
corporate family rating and Ba2 ratings to the company's
$5 billion bank credit facilities.  In addition, Moody's
confirmed the Baa3 senior unsecured bank credit facility rating
and will withdraw the rating upon the consummation of the proposed
financing package.

The rating action concludes a review for possible downgrade
initiated on Jan. 26, 2006, following the company's announced plan
to purchase 55.5 million shares of Class A common stock for
approximately $3.5 billion through a Dutch Auction tender offer.
Proceeds of the proposed term loan will be used to fund the tender
offer, and to refinance approximately $322 million drawn under the
company's existing credit facility.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard & Poor's Ratings Services held its ratings for Affiliated
Computer Services Inc. on CreditWatch, where they were placed with
negative implications, on Jan. 27, 2006.  Standard & Poor's said
it would lower its corporate credit rating on the company to 'BB-'
from 'BB+', if ACS materially completes the repurchase of
$3.5 billion of the company's shares.  The outlook will be stable.


AGRIBIOTECH INC: Court Extends Creditor Trust Agreement's Term
--------------------------------------------------------------
Anthony H.N. Schnelling, Trustee of the Creditor Trust created
pursuant to AgriBioTech Inc. and its debtor-affiliates' confirmed
Reorganization Plan, obtained permission from the U.S. Bankruptcy
Court for the District of Nevada to extend the term of the
Creditor Trust Agreement through Dec. 31, 2007.

The Creditor Trust was established to:

   a) liquidate the assets of the Debtors' estates;

   b) pursue, prosecute, litigate, resolve, and liquidate all
      litigation claims;

   c) distribute Trust Assets to the Beneficiaries (holders of
      allowed claims) of the Creditor Trust;

   d) pursue, litigate, and resolve objections to claims and
      otherwise implement the terms and provisions of the Plan;
      and

   e) implement any other applicable order entered by the Court.

The Creditor Trust was created for a finite period of time and, by
its own terms, expires on the earlier of:

   a) the distribution of the last of the Trust Assets; or

   b) five years after the date of the creation of the Trust.

However, in order to fulfill the purposes of the Creditor Trust,
the Trust Agreement provides that one or more extensions may be
approved by the Court within six months of the start of each
extended term.

Although the Trustee has made five distributions to creditors
during the term of the Creditor Trust, including a recent
distribution of $11.4 million on Aug. 17, 2005, and $500,000 on
Jan. 31, 2006, all assets of the Creditor Trust have not been
distributed when the Creditor Trust expired on April 22, 2006.

Mr. Schnelling says an extension of the Creditor Trust term is
necessary to fulfill the purposes for which the Trust was created.  
He says these concerns must be addressed or resolved in order to
terminate the Creditor Trust and close the Debtors' bankruptcy
cases:

   a) the resolution of negotiations on the claim of the
      Wyoming Department and Employment, Workers' Safety and
      Compensation Division against the Creditor Trust for worker
      compensation premiums, interest and penalties for the years
      2000 through 2005 in excess of $14,000;

   b) the culmination of the services and expenses of the ADP
      Payroll that makes distributions to former employees of the
      Debtors;

   c) the preparation and payment of 2005 and 2006 Tax Returns,
      which the Creditor Trust will be unable to determine until
      the Internal Revenue Service issues its tax forms;

   d) the resolution of the Agway subpoena and destruction of ABT
      records;

   e) the resolution of undelivered and uncashed distribution
      checks;

   f) the costs of preparing and finalizing a final distribution;
      and

   g) the payment of ordinary Creditor Trust expenses for 2006,
      relating to the final accounting report and the close of the
      Debtors' bankruptcy cases.

                     About AgriBioTech Inc.

Headquartered in Henderson, Nevada, AgriBioTech Inc., was a
leading turf grass seed and forage seed supplier before filing for
bankruptcy protection in January 2000 (Bankr. D. Nev. Case No.
00-10533), in one of the largest agricultural bankruptcies in U.S.
history.  The Court approved ABT's reorganization plan in 2001,
appointing nationally recognized turnaround expert Anthony
Schnelling as Creditor Trustee to pursue claims for the benefit of
creditors.


ALEKSANDRA ROVCANIN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Aleksandra Ostojin-Rovcanin
        10 Hollow Brooke Court
        Wayne, New Jersey 07470

Bankruptcy Case No.: 06-14136

Chapter 11 Petition Date: May 11, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Stuart D. Gavzy, Esq.
                  163 East Main Street, Suite B
                  Little Falls, New Jersey 07424
                  Tel: (973) 256-6080
                  Fax: (973) 256-3665

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ALON USA: Acquisitions Prompt S&P to Lift Ratings from B to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Alon USA Energy Inc. to 'B+' from 'B' and removed the
rating from CreditWatch with positive implications.
     
The rating action follows a review of its acquisitions of
Paramount Petroleum Corp. and Edgington Oil Co.
     
At the same time, Standard & Poor's assigned its 'BB-' senior
secured rating and its '1' recovery rating to the company's
proposed $450 million first-lien senior secured credit facilities,
which will be used to fund the acquisitions.
     
Pro forma the proposed offering Alon is expected to have around
$480 million of debt outstanding.  The rating was originally
placed on CreditWatch May 2, 2006.
     
The upgrade reflects the improved asset and market diversification
provided by the acquisition of Paramount Petroleum and Edgington
Oil.
      
"The addition of Paramount and Edgington will more than double
Alon's throughput capacity to 160,000 barrels per day and provide
an entry into the typically high margin California market," said
Standard & Poor's credit analyst Paul Harvey.
      
"In addition, Alon should have solid financial results to support
its elevated debt level," said Mr. Harvey.
     
Standard & Poor's expects Alon to generate strong free cash flow
in the near term and use these funds to repay borrowings under its
term loan.
     
The first-lien facilities are rated one notch higher than the
corporate credit rating.  This notching and the '1' recovery
rating indicate that lenders can expect full recovery of principal
in the event of payment default.
     
All ratings are based on preliminary offering statements and are
subject to review upon final documentation.


ASARCO LLC: Files Adversary Proceeding Against Gerald Metals
------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to enter a summary judgment in
its favor and declare that it is entitled to:

   (a) payment of $7,166,365, as the principal amount due
       under the Contracts with Gerald Metals, Inc.;

   (b) judgment for accrued and unpaid interest on the debt
       before maturity;

   (c) judgment for interest on the matured, unpaid debt at the
       highest legal or contractual rate allowed by law;

   (d) judgment for its reasonable attorneys' fees and costs of
       court;

   (e) be awarded all applicable damages, both actual and
       punitive, to the fullest extent available under the law.

ASARCO LLC and Gerald Metals, Inc., have engaged in several
contractual commercial transactions for several years for the
purchase, toll, and exchange of copper materials.

As of May 1, 2006, Gerald owes ASARCO $7,166,365, under various
agreements, James R. Prince, Esq., at Baker Botts LLP, in Dallas,
Texas.  The Gerald Debt is comprised of:

   -- more than $5,000,000, under a Copper Reverts Purchase
      Agreement No. C24043 dated March 5, 2004;

   -- approximately $1,500,000, withheld by Gerald under an
      October 2005 Oral Agreement and relates to Copper
      Concentrates Agreement No. C25007;

   -- $373,000, under seven Exchange Agreements, wherein one form
      of cooper is exchanged for another at a set price;

   -- $179,586, under Copper Concentrates Agreement No. C2404
      dated November 22, 2004; and

   -- $24,280, under Concentrate Contracts Nos. C24021, C24025,
      C25004 and C25025.

In October 2005, ASARCO sought the Court's approval of a DIP
Financing with The CIT Group/Business Credit, Inc, as lenders.  
As a condition for ASARCO to obtain its DIP financing, CIT
insisted that ASARCO's toll contract counterparties, including
Gerald, release any liens they had on ASARCO's inventory.

As consideration for release of its lien, Gerald demanded that
ASARCO reject these three contracts -- the Subject Agreements:

   1. Toll Agreement No. C25004,
   2. Purchase Agreement No. 08-2537-05, and
   3. Exchange Agreement No. 08-3539-05XS-NB.

In October 2005, ASARCO and Gerald also reached an oral
agreement, which generally provides that:

   (a) Gerald will withhold $1,500,000, as a deposit from payment
       on a receivable then due and owing on Invoice No.
       M-10502-R related to Contract No. C25007.  The deposit
       will be used to set off amounts that ASARCO might owe
       Gerald on completion of the finalization process;

   (b) Gerald will pay ASARCO the undisputed balance on the
       receivable then due and owing;

   (c) ASARCO will file a motion to reject the three Subject
       Agreements;

   (d) ASARCO will not challenge Gerald's right to file rejection
       damages claims against its estate;

   (e) ASARCO will retain its right to challenge the calculation
       and substantiation of any rejection damages claim and that
       Gerald will be limited to actual out-of-pocket damages
       resulting from rejection; and

   (f) on completion of the finalization process, whichever party
       owed the other would remit full payment upon finalization.

At ASARCO's request, the Court approved the rejection of the
Subject Agreements.

However, Gerald has failed and refused to pay the Gerald Debt,
Mr. Prince tells the Court.

Accordingly, ASARCO asserts six causes of action against Gerald:

   1. Breach of Prepetition Contracts

      ASARCO performed all of its obligations under the
      prepetition Gerald Contracts.  In return, Gerald is
      obligated to pay ASARCO all of the final invoices.
      However, Gerald failed to pay ASARCO the amounts due and
      owing under the Gerald Contracts.  Thus, Gerald breached
      the prepetition contracts.  As a consequence, ASARCO has
      suffered harm and is entitled to damages, Mr. Prince
      contends.

   2. Breach of Postpetition Contracts

      Under the October 2005 Oral Agreement, Gerald was obligated
      to pay ASARCO all final invoices, and release the
      $1,500,000 deposit when the finalization process resulted
      in Gerald owing ASARCO.  Gerald failed to pay ASARCO the
      amounts due and owing under the October 2005 Agreement.
      Thus, Gerald breached the October 2005 Agreement.  As a
      consequence, ASARCO suffered harm, and is entitled to
      damages.

   3. Fraud by Misrepresentation

      Gerald's promise to pay any amounts owing on outstanding
      invoices on completion of the finalization process were
      material and false misrepresentations, Mr. Prince argues.
      ASARCO relied on Gerald's promise to pay the amounts.
      ASARCO suffered harm as a result of its reliance on
      Gerald's misrepresentations.  Thus, ASARCO seeks actual and
      exemplary damages.

   4. Turnover of Estate Property

      As a result of Gerald's breach of its duties, Gerald owes a
      debt that is property of ASARCO's estate.  Under Section
      542(b) of the Bankruptcy Code, Gerald is required to
      deliver to ASARCO the amount of the Gerald Debt.

   5. Conversion

      Gerald has converted property of ASARCO's estate inasmuch
      as the Gerald Debt is property of ASARCO's estate, Mr.
      Prince maintains.  Gerald has failed and refused to
      surrender the $1,500,000 deposit it held under the October
      2005 Agreement.  Thus, ASARCO is entitled to at least
      $1,500,000 damages, the full amount converted by Gerald,
      and punitive damages to the fullest extent allowed by
      applicable law.

   6. Attorneys' Fees and Expenses

      According to Mr. Prince, ASARCO made efforts to compel
      Gerald to make all the necessary payments it owes to
      ASARCO.  However, Gerald still has not paid all of its
      debts to ASARCO.  Gerald's default has made it necessary
      for ASARCO to employ legal counsel to file a complaint to
      recover the Gerald Debt.  Thus, ASARCO is entitled to its
      reasonable and necessary costs and expenses, including
      attorneys' fees, Mr. Prince says.

                          Gerald's Claim

In January 2006, Gerald filed Claim No. 8351 against ASARCO.
Gerald alleged that it has a secured claim for $13,904,158, as a
result of ASARCO's rejection of some of its agreements in October
2005.

ASARCO objects to the Gerald Claim for these reasons:

   (a) The Claim is in excess of the amounts reflected in the
       Debtor's books and records;

   (b) The claim does not contain adequate information or
       documentation supporting the claimed amounts;

   (c) Gerald is not entitled to interest or legal fees and
       expenses;

   (d) To the extent Gerald has a claim for rejection damages,
       that claim is not a valid secured claim as Gerald has
       asserted;

   (e) Gerald is unable to carry the burden of establishing its
       right to setoff the $7,154,312 that Gerald admits it owes
       ASARCO or any other amount that it owes ASARCO;

   (f) When ASARCO's labor unions went on strike in July 2005,
       ASARCO invoked the force majeure clauses under the Subject
       Agreements so to the extent Gerald has claim for rejection
       damages, ASARCO is not liable for any damages; and

   (g) To the extent Gerald has a claim for rejection damages,
       Gerald's failure to mitigate those damages bars its
       recovery.

In the event Claim No. 8351 is not disallowed and expunged,
ASARCO reserves its right to object to the Claim on any other
grounds at a later date.

                         Parties Stipulate

The Debtors have advised Gerald Metals, Inc., that they intend to
commence an adversary proceeding against Gerald to:

   (a) seek turnover of funds constituting the debt owed by
       Gerald to ASARCO;

   (b) object to Gerald Metal's claim; and

   (c) seek consolidation of Lift Stay Motion and any filed
       responses to the Motion.

In a Court-approved stipulation, Gerald Metals, the Debtors and
Mitsui Company (U.S.A.), Inc., agree that if the Debtors file the
Adversary Proceeding and Claim Objection, then (i) the Lift Stay
Motion, (ii) Mitsui's objection, (iii) the Debtors' Claim
Objection, and (iv) the Adversary Proceeding will be consolidated
and heard concurrently by the Court.

The Court clarifies that Gerald Metal's retention of its debt
owed to ASARCO pending the resolution of the issues will not be
deemed a violation of the automatic stay.  The automatic stay
will remain in full force with respect to Gerald Metal's debt.

                         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: Wants Judgment Given Against TMD Acquisition
--------------------------------------------------------
ASARCO LLC asks the United States Bankruptcy Court for the
Southern District of Texas in Corpus Christi to enter a judgment
in its favor on all claims and causes of action TMD Acquisition
Corporation has asserted.

ASARCO LLC admits that it received $250,000, from TMD Acquisition
Corporation, but denies that the transfer was made consistent
with the Asset Purchase Agreement.  ASARCO relates that it
intended to apply the Transferred Funds towards the Purchase
Price to be paid to it at the Closing Date.

Tony M. Davis, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the Court that ASARCO placed the Transferred Funds into its
general operating account and did not place them in escrow.  
Mr. Davis notes that the parties neither entered into an Escrow
Agreement nor appointed an Escrow Agent.

ASARCO retained the Transferred Funds after the termination of
the APA and did not return the Transferred Funds to TMD before
the bankruptcy filing.

Mr. Davis argues that TMD's Complaint failed to state a claim on
which relief may be granted and should be dismissed pursuant to
Rule 7012(b) of the Federal Rules of Bankruptcy Procedure.

TMD also failed to serve the Complaint consistently with the
requirements of Rule 7004 of the Federal Rules of Bankruptcy
Procedure, Mr. Davis maintains.

Mr. Davis argues that TMD's claims are barred, in whole or in
part, by the doctrines of waiver and estoppel and because TMD
failed to satisfy conditions precedent to ASARCO's obligations
under the APA.

                    TMD Seeks Summary Judgment

TMD asks the Court to grant it a declaratory judgment as a matter
of law that the APA was wrongfully terminated and remains
executory.

TMD maintains that it is entitled to a summary judgment because
the APA specifically provides that the Transferred Fund be placed
in an escrow account and the funds are not to be paid to ASARCO
until the Closing Date.

Michael P. Ridulfo, Esq., at Anderson, Lehrman, Barre & Maraist,
LLP, in Corpus Christi, points out that it is undisputed that TMD
paid the $250,000, ASARCO received the money, and ASARCO failed
to place the funds in an escrow account as required by the APA.   
The sale contemplated in the APA did not close but that ASARCO
nonetheless retained the $250,000.

Mr. Ridulfo contends that ASARCO breached the APA by failing to
place the Transferred Fund in escrow.  Moreover, ASARCO was
precluded from terminating the APA because it was already in
breach of the escrow requirement.

TMD also asks the Court to award it of its attorneys' fees.

                  ASARCO Seeks Protective Order

TMD served a notice demanding that ASARCO present a corporate
representative for deposition.  The Notice of Deposition requires
the representative to appear for deposition before TMD's officers
in Corpus Christi, Texas.

However, TMD's counsel did not consult with ASARCO's counsel to
confirm that a corporate representative would be available for
deposition, Robert C. Wilmoth, Esq., at Baker Botts LLP, in
Dallas, Texas, tells the Court.

ASARCO has designated Dale C. Dixon as its corporate
representative.  TMD agreed to schedule the deposition, provided
that the deposition be held in Corpus Christi, Texas, and ASARCO
produces certain documents.

Mr. Dixon lives in the Tucson, Arizona, area.  Mr. Wilmoth says
requiring Mr. Dixon to travel to Corpus Christi would impose an
undue burden on Mr. Dixon.

As for the document requests, ASARCO will produce the bank
statements.  With respect to the requested insurance policies,
ASARCO has already complied with its obligations under Rule 26(a)
of the Federal Rules of Civil Procedure.  Mr. Wilmoth argues that
TMD's request for directors' and officers' policies exceeds the
scope of discovery because TMD has asserted no claims against any
of ASARCO's officers or directors.

Accordingly, ASARCO asks the Court to enter a protective order:

   (a) quashing TMD's Notice of Deposition;

   (b) requiring the deposition to be held around the Tucson,
       Arizona area; and

   (c) enjoining TMD from seeking discovery relating to any
       insurance policies covering ASARCO's directors and
       officers.

                 ASARCO Seeks Summary Judgment

ASARCO asserts it is entitled to summary judgment because the
contract on which TMB based its claims was not executory on the
Petition Date.  Since the Bankruptcy Code only provides relief to
creditors who hold executory contracts, Mr. Wilmoth concludes
that TMD is ineligible to obtain its request for declaratory
judgment.

TMD failed to satisfy waiver of ASARCO's conditions to closing,
Mr. Wilmoth asserts.  Thus, ASARCO owed TMD no duty to complete
performance under the APA.

For the same reason, Mr. Wilmoth asserts that TMD's request for
summary judgment should be denied.

The thrust of TMD's request is that APA was still executory
because ASARCO did not terminate the contract consistent with the
APA.  Mr. Wilmoth argues that this argument is no more than a red
herring because the APA only applies to efforts to terminate it
before August 1, 2005, and there is no evidence that ASARCO even
tried to terminate the APA before that date.

                 TMD Seeks to Amend Complaint

TMD seeks the Court's permission to amend its Complaint.

During the course of discovery, TMD learned that as of the
bankruptcy filing, the account in which the Transferred Fund was
deposited contained more than $250,000.

By its Amended Complaint, TMD would ask the Court to:

   (a) declare that the Transferred Fund is not property of
       ASARCO's estate;

   (b) impose a constructive trust; and

   (c) order that the Transferred Funds be turned over to TMD.

                            Background

As reported in the Troubled Company Reporter on Dec. 12, 2005, TMD
asks the U.S. Bankruptcy Court for the Southern District of Texas
in Corpus Christi to find that:

    -- the APA was not properly terminated by ASARCO prepetition;

    -- the APA remains executory; and

    -- upon rejection of the APA, TMD is entitled to a lien on
       the Property for the recovery of the $250,000 escrow,
       interest and attorney's fees.

On March 1, 2005, TMD Acquisition Corporation entered into an
Asset Purchase Agreement with ASARCO LLC for the purchase of
certain mining property in Tennessee.

The closing date for the APA was scheduled for Aug. 1, 2005,
subject to satisfaction of certain closing conditions contained
in the APA.

Pursuant to the APA, TMD paid a $250,000 deposit to ASARCO, which
was required to be held by ASARCO in a segregated escrow pending
closing.  The $250,000 was part of the purchase price and was to
be paid to ASARCO only in the event of closing.

Contrary to the express provisions of the APA, Michael P.
Ridulfo, Esq., at Sorrell, Anderson, Lehrman & Ridulfo, L.L.P.,
in Corpus Christi, Texas, related that ASARCO failed to place the
$250,000 in escrow and instead placed the money in its general
operating account.  At no time prior to the bankruptcy filing did
ASARCO establish the escrow as required by the APA.

ASARCO retained the $250,000 even after it purported to terminate
the APA.

The APA also contains a "No Shop" provision that prevents ASARCO
from shopping the Property to third parties during the term of
the APA.  Mr. Ridulfo said ASARCO violated this provision by
"shopping" the Property to third parties during the time that the
APA was in full force and effect.

Mr. Ridulfo further argues that the APA cannot be terminated if
either party's failure to close is a result of a breach of the
APA by the party seeking termination.  By letter dated Aug. 2,
2005, ASARCO purported to terminate the APA based on TMD's
alleged failure to close by August 1.  As of that date, however,
Mr. Ridulfo says ASARCO was already in breach by:

   (1) failing to place the $250,000 into escrow;

   (2) failing to provide TMD required investor information in a
       timely manner; and

   (3) shopping the Property.

Based on these breaches, ASARCO was prohibited from terminating
the APA, Mr. Ridulfo contends.

                       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: Road & Hecla Resigns from Panel; Gold Fields Appointed
------------------------------------------------------------------
Richard W. Simmons, the United States Trustee for Region 7,
appoints Gold Fields Mining LLC to the Official Committee of
Unsecured Creditors in ASARCO LLC's Chapter 11 case.

Road Machinery LLC and Hecla Mining Company have resigned as
members of the original Creditors Committee.

The Creditors Committee is now composed of:

       A. Deutsche Bank Trust Company
          60 Wall Street, 60-2715, New York 10005
          Attention: Mr. Stanley Burg
          Phone: (212) 250-5280

       B. Wilmington Trust Company
          Rodney Square North, 1100 North Market Street   
          Wilmington, Delaware 19890
          Attention: Mr. Steve Cimalore
          Phone: (302) 636-6058

       C. Pension Benefit Guaranty Corporation
          1200 K Street, N.W., Washington D.C. 20005-4026
          Attention: Mr. Roger Reiersen
          Phone: (202) 326-4070 x 3704

       D. United Steelworkers
          Five Gateway Center, Pittsburgh, Pennsylvania 15222
          Attention: David R. Jury
          Phone: (412) 562-2545

       E. The Doe Run Resources Corporation
          1801 Park 270 Drive, Suite 300,
          St. Louis, Missouri 63146
          Attention: Mr. Lou Marucheau

       F. Gold Fields Mining LLC
          14062 Denver West Parkway, Golden, Colorado 80401
          Attention: Roger B. Wolcott, Jr.
          Phone: (314) 342-7771

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).


BANC OF AMERICA: Fitch Holds BB Rating on Class L Certificates
--------------------------------------------------------------
Fitch Ratings upgrades these classes of Banc of America Large
Loans, Inc.'s commercial mortgage pass-through certificates,
series 2003-BBA2:

    -- $31.1 million class E to 'AAA' from 'AA+';
    -- $35.3 million class F to 'AA+' from 'AA';
    -- $37.2 million class G to 'A+' from 'A'.

In addition, these classes are affirmed:

    -- $22.2 million class A2 at 'AAA';
    -- $272.6 million class A3 at 'AAA';
    -- $25.1 million class B at 'AAA';
    -- $47.8 million class C at 'AAA';
    -- $61.2 million class D at 'AAA';
    -- $22.7 million class H at 'A-';
    -- $23.9 million class J at 'BBB+'
    -- $23.3 million class K at 'BBB-',
    -- $34.0 million class L at 'BB';
    -- Interest-only classes X-1A, X-1B, X-2, X-3, X-4 at 'AAA'.

Class A-1 has paid in full.

The upgrades are due to the improved performance of seven of the
eight loans in the transaction based on year-end 2005 Fitch
stressed net cash flow, as well as the continued payoff of loans.
The remaining collateral consists of seven A-note loan portions
and one whole loan.  The overall debt service coverage ratio for
the remaining loans in the pool, is 1.67 times (x) compared to
1.48x for those loans at issuance, and 1.51x for the entire
transaction at issuance.  All loans except the Colonnade Portfolio
loan have investment grade credit assessments.

The review of all of the loans in this transaction is based on
occupancy and financial information for the year ending Dec. 31,
2005.

Fitch remains concerned with the ongoing poor performance of the
Colonnade Portfolio loan (24.9%).  The collateral consists of
office properties in Atlanta (78%); Irving, Texas (15%); and
Minneapolis (7 %).  As of YE 2005, the Fitch stressed NCF had
declined by 49% since issuance.  The credit assessment on this
loan remains below investment grade and Fitch will continue to
closely monitor the performance of this loan.

The Gas Company Tower (36.1%), the largest loan in the
transaction, is 100% occupied and had a Fitch stressed DSCR of
1.65x at YE 2005 as compared to 1.50x at issuance.

The JW Marriott hotel (11.0%) has experienced a 72% increase in
NCF since issuance, bringing the YE 2005 Fitch stressed DSCR to
3.13x from 1.83x at issuance.

The California Market Center (7.7%) was 75% occupied at YE 2005,
and had a YE 2005 Fitch stressed DSCR of 3.07x compared to 1.85x
at issuance.  Two retail properties in the transaction, Westland
Mall (7.9%) and Searstown Mall (6.0%) are both performing at or
above expectations since issuance.  The Fitch stressed DSCR at the
Westland Center has risen to 1.60x from 1.38x at issuance, and the
Searstown Mall Fitch stressed DSCR at YE 2005 was 1.40x, versus
1.43x at issuance.  With the recent payoff of the Independence
Mall in Massachusetts, the percentage of retail collateral in the
transaction had decline to 21.5% from 31.1% at issuance.

Occupancy at the Meridian Apartment property (3.0%) has increased
to 93% from 89% at issuance, and the Fitch stressed DSCR at YE
2005 was 1.55x compared to 1.42x at issuance.

The Campus Lodge Apartment loan (3.5%), formerly a Fitch loan of
concern, has seen an increase in occupancy to 97%, the same as at
issuance.  The Fitch stressed DSCR as of YE 2005 was 1.66x, up
from 1.44x at issuance and 1.06x at the time of Fitch's previous
review.


BRILLIANT DIGITAL: Vasquez & Company Raises Substantial Doubt
-------------------------------------------------------------
Vasquez & Company LLP in Los Angeles, California, raised
substantial doubt about Brilliant Digital Entertainment, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's losses, and
working capital and stockholders' deficiencies.

The Company reported a $3,970,000 comprehensive net loss on
$5,970,000 of total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $2,649,000 in
total assets and $4,840,000 in total liabilities, resulting in a
$2,191,000 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,208,000 in total current assets available to pay
$4,790,000 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?8fd

Through its Altnet, Inc., subsidiary, Brilliant Digital
Entertainment, Inc. -- http://www.brilliantdigital.com/--    
operates a peer-to-peer-based content distribution network that
allows the secure and efficient distribution of a content owner's
music, video, software and other digital files to computer users
via the Internet.


CABLEVISION SYSTEMS: Annual Stockholders' Meeting Set for Thursday
------------------------------------------------------------------
Cablevision Systems Corporation will hold its Annual Meeting of
Stockholders at 10:00 a.m., on Thursday, May 18, 2006, at the
Company's headquarters at 1111 Stewart Avenue in Bethpage, New
York.

During the meeting, stockholders will be asked to:    

       -- elect directors;  

       -- ratify the appointment of an independent registered
          public accounting firm;  

       -- approve an Employee Stock Plan;  

       -- approve a Cash Incentive Plan; and  

       -- approve a Stock Plan for Non-Employee Directors;  

Only stockholders of record on April 17, 2006, may vote at the
meeting.

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

           http://researcharchives.com/t/s?90e

Headquartered in Manhattan, Cablevision Systems Corporation --
http://www.cablevision.com/-- is one of the nation's leading  
telecommunications and entertainment companies.  Cablevision
currently operates the nation's single biggest cable cluster,
serving 3 million households in the New York metropolitan area.  
Its portfolio of operations ranges from high-speed internet
access, robust digital cable television as well as advanced
digital telephone services, professional sports teams, world-
renowned entertainment venues and national television program
networks.

At Mar. 31, 2006, Cablevision System Corp.'s balance sheet showed
a $2,517,442,000 stockholders' deficit compared to a
$2,468,766,000 deficit at Dec. 31, 2005.


CALPINE CORP: Court Okays Repayment of $646 Mil. First Lien Debt
----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to repay up to $646,110,000 -- the entire amount of
outstanding principal -- of their first lien debt.

As reported in the Troubled Company Reporter on May 5, 2006,
Calpine Corp. issued $785,000,000 of 9.625% first priority senior
secured notes due 2014.  Since commencing their reorganization
cases, the Debtors have indicated they will seek to pay the
principal of their first lien debt.

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

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

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

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

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

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

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

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with     
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CAPITAL BEVERAGE: Sherb & Co. Raises Going Concern Doubt
--------------------------------------------------------
Sherb & Co., LLP, in New York, raised substantial doubt about
Capital Beverage Corporation'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 auditor pointed to the
Company's significant losses.

                            Financials

The Company reported $3,849,701 of net income for the year ended
Dec. 31, 2005, which includes $8,235,907 of gain on sale of
distribution rights.  The Company had no revenues for the 2005
fiscal year.

At Dec. 31, 2005, the Company's balance sheet showed $2,765,535 in
total assets, $2,425,100 in total liabilities, and a $340,435
stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,199,551 in total current assets available to pay
$2,425,100 in total current liabilities coming due within the next
12 months.

                       Distribution Rights

The Company signed on Sept. 15, 2005, an Asset Purchase
Agreement with Oak Beverages, Inc., to sell the Company's
exclusive distribution rights for certain beer and malt liquor
products manufactured by Pabst Brewing Company, Pittsburgh Brewing
Company, and Ballantine brands for $9,300,000.

                     Asset Purchase Agreement

The Company and Oak also entered into a Sub-Distribution
Agreement.  Oak will became a Company sub-distributor of certain
Pabst beers and malt beverages.  The Sub-Distribution Agreement
became effective when the Company filed an Information Statement
on Schedule 14C with the SEC.  

Under the terms of the Sub-Distribution Agreement, Oak had the
right to distribute the Products to customers located in Brooklyn,
Queens, Staten Island, Manhattan and the Bronx.

In exchange for those rights, Oak was required to pay Pabst
directly for its Product purchases and, during the first 45 days
after the effective date of the Agreement, Oak was required to pay
to Capital the following amounts for Products received by Oak: (x)
$0.50 for each case of Products and (y) $2.00 for each barrel of
Products.

The purchase price paid by Oak to Capital in connection with the
closing of the transactions contemplated by the Asset Purchase
Agreement was reduced by an amount equal to the sum of:

    (i) $.25 for each case of Products purchased by Oak and sold
        by Oak to customers in the Territory, plus

   (ii) $.50 for each case of Products purchased by Oak but
        not sold to such customers, plus

  (iii) $1.00 for each barrel of Products purchased by Oak and
        sold by Oak to customers in the Territory, plus

   (iv) $2.00 for each barrel of Products purchased by Oak but
        not sold to such customers, all determined during the
        45-Day Period.

Prior to the closing of the transaction, the Asset Purchase
Agreement and sale of Assets to Oak were approved unanimously by
the Company's Board of Directors and the terms of the transaction
were submitted for stockholder approval.

As permitted by Delaware law and the Company's Certificate of
Incorporation, the Company received a written consent from the
majority Approving Stockholders of the Company approving the Asset
Purchase Agreement and the related Asset Sale. An Information
Statement was furnished for the purposes of informing
stockholders, in the manner required under the Securities Exchange
Act of 1934, as amended, of the Asset Sale before it was
consummated.

As of Dec. 16, 2005, the Company closed the sale of the Assets to
Oak.  The Company deposited $1,500,000 with an escrow agent for at
least 18 months for post closing indemnification claims which may
be asserted by Oak.

A substantial amount of the proceeds from the transaction were
used by the Company to repay outstanding indebtedness and for
working capital purposes.

As of April 11, 2006, approximately $708,060 has been released
from Escrow and has been used to pay outstanding liabilities of
the Company.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8f9

Capital Beverage Corporation is a shell company after selling the
Company's exclusive distribution rights for certain beer and malt
liquor products manufactured by Pabst Brewing Company, Pittsburgh
Brewing Company, and Ballantine brands.


CARDINAL COMMUNICATIONS: AJ. Robbins Raises Going Concern Doubt
---------------------------------------------------------------
AJ. Robbins, PC, in Denver, Colorado, raised substantial doubt
about Cardinal Communications, Inc., fka USURF America, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses, negative cash flows from operations, and working capital
and stockholders' equity deficiencies.

The Company reported an $11,225,278 net loss on $27,906,065 of
total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $59,875,996
in total assets, $57,585,132 in total liabilities, $2,804,837 in
total committed stock, and $2,542,406 in total minority interest,
resulting in a $3,056,379 stockholders' equity deficit.

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

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc., fka USURF America, Inc., provides full-service solutions for
residential and business applications including the delivery of
next-generation voice, video, and data broadband networks to
communities and cities throughout the United States; the
construction and development of luxury single and multi-family
homes, condominiums and apartment communities; home finance, real
estate and title services.


CELESTICA INC: Posts $17.4 Million First Quarter Net Loss
---------------------------------------------------------
Celestica Inc. reported financial results for the first quarter
ended March 31, 2006.

Revenue was $1,934 million, compared to $2,151 million in the
first quarter of 2005.  Net loss on a GAAP basis for the first
quarter was $17.4 million, compared to a GAAP net loss for the
first quarter of 2005 of $11.6 million.  Included in GAAP net loss
for the quarter are charges of $17 million associated with the
Company's previously announced restructuring plans.

Adjusted net earnings for the quarter were $17.4 million, compared
to $33.4 million for the same period last year.  Adjusted net
earnings is defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and
debt, integration costs related to acquisitions, option expense,
option exchange costs and other charges, net of tax and
significant deferred tax write-offs.  These results compare with
the company's guidance for the first quarter, announced on Jan.
26, 2006, of revenue of $1.8 to $2 billion.

"Our results in the first quarter reflected the impact of a
seasonal revenue decline from the fourth quarter as well as
substantial investments being made to support our major new
program launches and growth in our low-cost facilities," said
Steve Delaney, CEO, Celestica.  "We continue to see a positive
demand environment into the second quarter.  As our new programs
ramp, material flows stabilize and restructuring activities
continue as planned, we expect to show improvements in our
operating results in the coming quarters."

                      Second Quarter Outlook

For the second quarter ending June 30, 2006, the company
anticipates revenue to be in the range of $2.05 billion to $2.25
billion.

                         About Celestica

Headquartered in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- is a world leader in  
the delivery of innovative electronics manufacturing services.  
Celestica operates a highly sophisticated global manufacturing
network with operations in Asia, Europe and the Americas,
providing a broad range of integrated services and solutions to
leading OEMs (original equipment manufacturers).  Celestica's
expertise in quality, technology and supply chain management,
enables the company to provide competitive advantage to its
customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Fitch Ratings initiated coverage of Celestica Inc. by assigning a
'BB-' rating to the company's issuer default rating and unsecured
credit facility.  Fitch also assigned its 'B+' rating to the
company's senior subordinated debt.  The Rating Outlook is Stable.  
Fitch's action affects approximately $750 million of debt.


CITIZENS COMMS: Earns $50 Million in Quarter Ended March 31
-----------------------------------------------------------
Citizens Communications Company filed its financial statements for
the quarter ended March 31, 2006, with the Securities and Exchange
Commission on May 5, 2006.

The Company reported a $50,483,000 net income on $506,861,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$6,344,116,000 in total assets, $5,350,231,000 in total
liabilities, and $993,885,000 in total stockholders' equity.

A full-text copy of the Company's financial statements for the
quarter ended March 31, 2006, is available at no charge at:

               http://ResearchArchives.com/t/s?906

                  About Citizens Communications

Based in Stamford, Conn., Citizens Communications Corporation --
http://www.czn.net/-- is a  communications  company providing  
services to rural areas and small and medium-sized  towns and
cities as an incumbent local exchange carrier,  or ILEC.  The
Company offers its ILEC  services  under the  "Frontier"  name.  
Citizens Communications trades on the New York Stock Exchange
under the symbol CZN.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Moody's said that Citizens Communications' reported sale of
Electric Lightwave to Integra Telecom, for $247 million, does not
significantly alter Citizens' Ba3 corporate family rating, Ba3
senior unsecured revolving credit facility and Ba3 senior
unsecured notes, debentures, bonds.  Moody's said the Outlook for
Citizens Communications and Citizens Utilities is Stable.


CITY OF GARDENA: Financing Cues S&P to Lift Certificates' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB-'
from 'B' on the City of Gardena, California's series 1994
refunding certificates of participation and removed them from
CreditWatch with positive implications.

In addition, Standard & Poor's assigned its 'BBB-' rating to
Gardena, California's 2006 refinancing project certificates of
participation.  The 2006 issue will consist of these series:

   * $12.225 million series A (taxable),
   * $8 million series B (taxable), and
   * $3.5 million series C (tax-exempt).

The outlook is stable.
     
"The rating reflects the effect of the current financing, which is
being done in order to execute the terms reached in a memorandum
of understanding with the city's two letter of credit banks, to
which it has significant reimbursement obligations," said Standard
& Poor's credit analyst Gabe Petek.
     
"Once executed, the memorandum agreement relieves the city of
these reimbursement terms on approximately $25.4 million in
obligations to the banks that are presently in effect and viewed
as not affordable relative to the city's budget," he added.
     
Under the financing, the city's series 1994 COPs will be refunded,
allowing the city's civic center to be pledged as collateral under
the new bonds.  Annual debt service for the 2006 refinancing
project COPs (series A and series B) will be flat at approximately
$1.53 million, as compared to the $2.5 million-$2.7 million annual
obligations associated with the LOC reimbursement conditions.  In
addition, debt service on the city's 1994 refunding COPs will
be flat at approximately $285,000, generating approximately
$22,000 per year in debt service savings.
     
Gardena (population, 60,100) is located about 15 miles south of
downtown Los Angeles.  The city is a fully developed residential
community with access to employment throughout the metropolitan
area.


CONGOLEUM CORP: Court Approves Settlement Agreement with Harper
---------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey approved the Settlement Agreement between
Congoleum Corporation, its debtor-affiliates and Harper Insurance
Company Limited, fka Turegum Insurance Company.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
under the Settlement Agreement, Harper will pay $1,375,000 in cash
to Congoleum, or as otherwise directed in the Plan or Confirmation
Order, on the Trigger Date.

The Settlement Amount will be used only to pay Asbestos Claims and
other amounts payable by the Plan Trust pursuant to the Debtors'
Plan.

The Settlement Agreement also provides for comprehensive mutual
releases by, and among, Harper, the Plan Trust and Congoleum.  In
addition, Congoleum will designate Harper as a Settling Asbestos
Insurance Company entitled to receive a 524(g) Injunction
pursuant to a plan of reorganization.

The Subject Policy has total limits of $1,575,000 in excess of
$1,000,000 of primary coverage.  The Settlement Amount is
approximately 87% of policy limits.  The Future Claims
Representative in the Debtors' bankruptcy cases supports the
settlement.

                           Trigger Date

The Trigger Date is the earliest date Harper received a written
notice from the Debtors.

The Debtors must send a notice within three business days after
all three events occurred:

   (1) the Settlement Approval Order is a Final Order;

   (2) the Confirmation Order is a Final Order; and

   (3) the Plan, which includes the 524(g) Injunction, is declared
       to be effective.

                           Background

Congoleum and Harper are parties to a lawsuit styled Congoleum
Corporation v. ACE American Insurance Company, et al., Docket No.
MID-L-8908-01, pending in the Superior Court of New Jersey, Law
Division, Middlesex County.

In the Coverage Action, Congoleum seeks actual compensatory and
consequential damages plus interest.  Harper denies liability to
Congoleum as alleged and has defended against Congoleum's claims
in the Coverage Action.

Harper subscribed to a 10.5% share of Insurance Policy No.
UJL0389 issued to Congoleum for the policy period April 1, 1977,
to Jan. 1, 1980, by Turegum Insurance Company and some other
London Market companies.

Congoleum and Harper -- the successor to Turegum Insurance Company
-- disputed their respective rights and obligations with respect
to insurance coverage under the Subject Policy for Asbestos
Claims.

To resolve the Coverage Dispute, Congoleum and Harper entered into
the Settlement Agreement.

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors.
Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP represents the Official Committee of
Unsecured Bondholders.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at Coughlin
Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At. Dec. 31, 2005, Congoleum Corporation's balance sheet showed a
$44,960,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CONGOLEUM CORP: Has Until Aug. 14 to Make Lease-Related Decisions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended,
until Aug. 14, 2006, the period within which Congoleum Corporation
and its debtor-affiliates may assume, assume and assign or reject
certain unexpired leases of non-residential real property.

The Debtors tell the Court that they are lessees under one
unexpired lease of nonresidential real property.  The lease is for
space used by the Debtors for, among other things, their corporate
headquarters and general business operations.

The Debtors contend that the Lease is a significant asset of the
Debtors' estates and is an integral component of the Debtors'
business operations.

The Debtors further contend that they are current, and will remain
current, on all of their post-petition rent obligations under the
lease.

The Debtors say that they are moving forward on all aspects of
these bankruptcy cases and remain confident that a plan
incorporating Section 524(g), or the treatment of all asbestos
claims, can be confirmed in their cases.

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors.
Michael S. Stamer, Esq., and James R. Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP represents the Official Committee of
Unsecured Bondholders.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at Coughlin
Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At. Dec. 31, 2005, Congoleum Corporation's balance sheet showed a
$44,960,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


COPPER TIRE: Moody's Cuts Rating on Senior Unsecured Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgraded Cooper Tire & Rubber
Company's Corporate Family and Senior Unsecured note ratings to
Ba3 from Ba2.  Cooper's liquidity rating of SGL-2, representing
good liquidity over the next twelve months, was affirmed. The
ratings outlook remains negative.

The actions incorporate the challenges the company will continue
to face in achieving material profitability as pricing actions
have lagged escalating raw material costs.  Returns realized in
its core North American market have declined and have resulted in
weaker debt protection measures and higher leverage even though
the company redeemed significant amounts of long-term debt in
2005.

Similarly, unit volumes in the replacement tire industry appear
less robust than previous expectations, although Cooper's share
may have marginally increased.  Increases in oil and natural
rubber prices will likely contribute to further pressure on the
company's operating performance during 2006.

Consequently, the negative outlook recognizes that key credit
metrics are at risk to soften further.  However, in facing these
uncertainties, Cooper maintains a solid balance sheet with
substantial liquidity and no significant long-term debt maturities
until 2009.

In addition, considerable investments the company has made during
2005 and early 2006 could strengthen its position in the
replacement tire segment.  These include expanding its offerings
in higher margin performance tires and increasing its sourcing of
tires produced in lower cost Asian facilities for value and broad-
line tires.  Unless Cooper can demonstrate during the coming
quarters that these initiatives can begin to stem the erosion in
its credit metrics, the company's rating could be vulnerable to
further downgrade.

Ratings lowered:

   * Corporate Family, to Ba3 from Ba2

   * Senior Unsecured Notes, to Ba3 from Ba2

   * Shelf filings, to (P)Ba3 and (P)B3 from (P)Ba2 and (P)B1 for
     senior unsecured and preferred respectively

Ratings affirmed

   * Speculative Grade Liquidity rating, SGL-2

The last rating action was on October 26, 2005 at which time a
Corporate Family rating of Ba2 was assigned, and the senior
unsecured note rating was lowered to Ba2 from Baa3.

Moody's Auto Supplier methodology indicates a Ba3 Corporate Family
rating.  The rating incorporates solid scores for the company's
business profile, capital structure, liquidity, the relatively
stable level of replacement tire demand and broad customer
diversification across its distribution channels.

However, recent scores for key credit metrics, particularly
coverage ratios and cash flow measurements, have weakened with
many ratios currently more indicative of the single-B rating
level.

Moody's notes that Cooper's use of LIFO accounting causes its
operating performance to reflect the negative impact of higher
commodity costs sooner than would be the case had the company
utilized the FIFO method.  Despite the LIFO methods adverse impact
on reported earnings and on earnings-based credit metrics in
periods of rising commodity costs, this method has no impact on
cash flow.

Pricing actions to recoup higher raw material costs have to date
been insufficient to maintain or re-establish margins previously
achieved. Given higher costs of natural rubber and petroleum based
derivatives, these pressures are expected to continue.
Similarly, re-investment in the business and in support of Asian
ventures will limit free cash flow over the short-term.

As a result, the Corporate Family rating was lowered one notch to
Ba3.  The two notch movement on the shelf filing for preferred
securities represents Moody's standard notching for preferred
issues at Corporate Family ratings below Ba2 to recognize lower
recovery experiences at those rating categories.

The negative rating outlook considers Cooper's current weak
profitability and credit metrics as well as risks that replacement
intervals for tires may lengthen should fewer aggregate miles be
driven as a result of higher consumer fuel costs.  It further
incorporates a continuing challenge of realizing prices to offset
higher raw material, transportation and energy costs should demand
remain slack and the industry continue with excess capacity.

Until material profitability is achieved and sustained, the
potential for further erosion in credit metrics exists.  Cooper's
cash position serves to buffer some of these rating pressures, but
the ultimate use of its remaining cash will influence the
direction of future ratings.

Cooper's liquidity rating of SGL-2 recognizes its significant
balance sheet cash, good access to its $175 million revolving
credit, comfortable levels of head room under its financial
covenants, and capacity to develop alternative liquidity.

Cash holdings at the end of March were roughly $194 million, the
vast majority of which were at the parent and wholly-owned
subsidiary levels. While funding Cooper's remaining investment in
Chengshan and expenditures at Cooper Kenda will use a portion of
these funds, a substantial amount is viewed as surplus to Cooper's
cash requirements over the next 12 months.  While there were a
very modest amount of letters of credit issued under the revolving
credit commitment, there were no borrowings under the credit
facility at the end of March, historically the peak in seasonal
working capital investment.

The company was in compliance with its two financial covenants at
the end of the first quarter.  Headroom under the tighter of
these, interest coverage, will be affected by Cooper's future
level of defined EBITDA, but measured interest expense should
taper-off following the major debt redemption in the fourth
quarter of 2005.

Cooper Tire & Rubber Company, headquartered in Findlay, OH,
specializes in the design, manufacture and sale of passenger,
light & medium truck tires and has subsidiaries specializing in
motorcycle and racing tires, as well as tread rubber and related
equipment.  The company has 60 manufacturing, sales, distribution,
design and technical facilities around the world. Revenues in 2005
were approximately $2.2 billion.


COVAD COMMS: Annual Stockholders' Meeting Set for June 15
---------------------------------------------------------
Covad Communications Group, Inc., will hold its Annual Meeting of
Stockholders at 2:00 p.m., Pacific Time, on June 15, 2006.  The
annual stockholders meeting will take place at the Hyatt Regency
in Santa Clara, California.

During the meeting, stockholders will be asked to vote on two
proposals:

     1. the election of three Class I directors to serve on the   
        Company's Board of Directors for a term to expire at the
        third succeeding annual meeting, expected to be the 2009
        annual meeting, and until their successors are elected and
        qualified; and

     2. the ratification of independent registered public
        accounting firm, PricewaterhouseCoopers LLP, for the 2006
        fiscal year.

Only stockholders of record at the close of business on
April 18, 2006, are entitled to vote during the meeting.

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

               http://researcharchives.com/t/s?90f

Covad Communications Group, Inc. -- http://www.covad.com/--   
provides broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50% of all US homes and businesses.

Covad emerged from a chapter 11 restructuring in Dec. 2001 under a
plan of reorganization that swapped $1.4 billion of bond debt with
a combination of cash (about 19 cents-on-the-dollar) and a 15%
equity stake in the company.  Covad's prepetition shareholders
retained an approximate 80% equity interest in the company.

At Dec. 31, 2005, Covad Communications Group, Inc.'s balance sheet
showed a stockholders' deficit of $20,169,000 compared to a
$8,635,000 shareholders' equity deficit at Dec. 31, 2004.


COVALENCE SPECIALTY: Moody's Rates $300 Million Term Loan at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$300 million senior secured term loan C of Covalence Specialty
Materials Corp.  CSMC recently announced that it is replacing its
existing $175 million first lien revolver and $350 million first
lien term loan B with a new $200 million asset-backed revolver and
a $300 million term loan C.

The asset-backed revolver and term loan C also have first liens on
all assets, but differ from the prior structure in that collateral
comprised of accounts receivable and inventory would first be
applied to the ABL, and collateral comprising all other assets
would first be applied to the term loan.  The new structure is not
expected to have financial covenants associated with the first
lien facilities.

Moody's took these rating actions:

   * Corporate family rating, affirmed B1

   * $300 million senior secured term loan C due 2013,
     assigned Ba3

   * $175 million senior secured 2nd lien term loan due
     Feb. 16, 2013, B2 rating affirmed

   * $265 million senior subordinated notes due Mar. 1, 20016,
     B3 rating affirmed

   * $175 million senior secured revolver maturing Feb. 16, 2012,
     Ba3 withdrawn

   * $325 million senior secured term loan B due Feb. 16, 2013,
     Ba3 withdrawn

The ratings outlook is stable.

Key ratings factors for packaging companies:

   1) financial leverage and interest coverage,

   2) operating profile as reflected in operating profitability
      and asset efficiency,

   3) competitive position as reflected in revenue size, the
      value-added nature of the company's products, ability of
      customers to switch to other suppliers, and substrate
      diversity.

CSMC's high financial leverage and modest interest coverage weigh
on the ratings.  Pro forma for the proposed transaction and
adjusted for operating leases and pension obligations, adjusted
total debt to EBITDA of about 4.8 times, adjusted free cash flow
to total debt in the range of 5% to 10%, and EBIT interest
coverage of less than 2.0 times all are reflective of the current
B1 corporate family rating.

The ratings are supported by CSMC's operating profitability, which
includes EBIT margins in the mid single digits, and competitive
profile as reflected in its $1.7 billion in annual revenue and
strong market positions.

The outlook or ratings could come under pressure, if CSMC exhibits
material deviation from expectations for financial leverage and
interest coverage, operating profile, or competitive position.  
The outlook or ratings could be raised, if CSMC improves free cash
flow to above 10% of adjusted debt on a sustained basis, while
maintaining stability in the expected operating profile and
competitive position.

In assigning the same rating to the proposed term loan C as on the
existing term loan B, Moody's assessed that the new term loan C is
supported by the same guarantees and benefits from full collateral
coverage as well as full coverage by enterprise value with
surplus, all of which were deemed to warrant notching the loan
above the corporate family rating.

The lack of maintenance financial covenants did not affect the
instrument rating in this instance.  Although the lack of
covenants provides additional flexibility to CSMC, it also removes
a meaningful tool that lenders have to influence the company's
actions.

Headquartered in Princeton, New Jersey, Covalence Specialty
Materials Corp. is predominantly a North American manufacturer of
polyethylene-based plastic film, packaging products, bags, and
sheeting in a wide range of sizes, gauges, strengths, stretch
capacities, clarities and colors.  End markets include Industrial,
Building Products, Specialty/Custom, Institutional, Retail, and
Flexible Packaging. Annual consolidated net revenue is
approximately $1.7 billion.


COVALENCE SPECIALTY: S&P Rates Proposed $300 Million Loan at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '1' to Covalence Specialty Materials
Corp.'s proposed $300 million senior secured term loan C, based on
preliminary terms and conditions.  The rating on the proposed term
loan C is one notch above the corporate credit rating; this and
the recovery rating of '1' indicate that lenders can have a high
expectation of full recovery of principal in the event of a
payment default.
     
Proceeds from the proposed term loan C, a proposed $200 million
(unrated) senior secured asset-based revolving credit facility due
2012, and cash on the balance sheet will be used to refinance
outstanding balances under the company's existing $350 million
term loan B due 2013 and its $175 million revolving facility due
2012.  The corporate credit rating on Covalence is 'B'.  The
rating outlook is positive.  Princeton, New Jersey-based Covalence
had total debt outstanding of about $780 million at March 31,
2006.
      
"The ratings reflect Covalence's vulnerable business risk profile
incorporating its exposure to industrial and other end markets
tied to general economic activity, potential exposure to volatile
raw-material costs if business conditions weaken, and challenges
associated with operating as a standalone company after the spin-
off from Tyco International Ltd.," said Standard & Poor's credit
analyst Liley Mehta.  "The ratings also incorporate the company's
aggressive debt leverage, and low operating margins that reflect
a moderate dependence on commodity-like products."
      
"These negative factors outweigh the benefits of leading market
positions in various plastic films market segments, considerable
scale, and decent product and customer diversity," she said.

Ratings List:

  Covalence Specialty Materials Corp.:

    * Corporate credit rating: B/Positive/--

Ratings Assigned:

    * $300 million senior secured term loan C maturing 2013: B+
    * Recovery rating: 1


CREDIT SUISSE: Fitch Ups Rating on Class H Certificates to BB+
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corporation's
mortgage pass-through certificates, series 1997-C1, are upgraded
by Fitch to:

    -- $64.4 million class F to 'AA' from 'BBB+';
    -- $13.6 million class G to 'A+' from 'BBB-';
    -- $27.1 million class H to 'BB+' from 'B'.

In addition, Fitch affirms the following classes and Distressed
Recovery (DR) ratings*:

    -- $245.9 million class A-1C at 'AAA';
    -- $42.5 million class A-2 at 'AAA';
    -- Interest-only class A-X at 'AAA';
    -- $94.9 million class B at 'AAA';
    -- $67.8 million class C at 'AAA';
    -- $61.0 million class D at 'AAA';
    -- $17 million class I at 'B-'.
    -- $7.7 million class J remains at 'CC/DR4'.

The $33.9 million class E is not rated by Fitch. Class A-1A and A-
1B have both paid in full.

The rating upgrades reflect increased credit enhancement levels
due to loan payoffs and scheduled amortization, as well as
additional defeasance (11.5%) since Fitch's last rating action.  
As of the April 2006 distribution date, the pool's aggregate
certificate balance has decreased 50.2% to $675.9 million from
$1.36 billion at issuance and 82 loans remain from 161 at
issuance.  Since issuance, 18 loans (22.9%) have been defeased.
Three of the pool's top 10 loans have either paid in full or
defeased since Fitch's last rating action.

Currently two loans (2.1%) are in special servicing.  The largest
specially serviced loan (1.7%) is a retail center in Wasilla,
Arkansas, and is 90 days delinquent.  The special servicer is
evaluating workout strategies.

The second largest specially serviced loan (0.4%) is a retail
center in Lake Charles, Louisiana, and is current.  The loan was
transferred in November 2005 after the property was damaged by
Hurricane Rita.  Although the borrower had initially requested a
forbearance to repair damages, he has since brought the loan
current.  The loan is scheduled to return to the master servicer
after the receipt of three consecutive monthly payments.
Fitch does not currently project any losses on the specially
serviced loans.


CRESCENT REAL: Posts $5 Million Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Crescent Real Estate Equities Company filed its financial
statements for the second quarter ended March 31, 2006, with the
Securities and Exchange Commission on May 5, 2006.

The Company reported a $5,081,000 net loss on $238,604,000 of
revenue for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$3,996,320,000 in total assets and $2,638,514,000 in total
liabilities, resulting in a $1,195,165,000 stockholders' equity.

Headquartered in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of 75 premier office buildings totaling 31
million square feet located in select markets across the United
States, with major concentrations in Dallas, Houston, Austin,
Denver, Miami and Las Vegas. Crescent also makes strategic
investments in resort residential development, as well as
destination resorts, including Canyon Ranch(R).

                          *     *     *

Moody's Investors Service assigned a B3 rating to Crescent Real
Estate Equities Company's preferred stock on Nov. 11, 2004.

Standard & Poor's assigned a BB- long-term foreign and local
issuer credit rating to Crescent Real Estate Equities Company on
June 30, 2004.


CRICKET COMMS: S&P Rates Proposed $1.1 Bil. Sr. Secured Loan at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and '1' recovery rating to Cricket Communications Inc.'
proposed $1.1 billion senior secured bank loan.  This and the '1'
recovery rating indicate that lenders can expect full recovery of
principal in the event of payment default or bankruptcy.
     
Standard & Poor's also affirmed its 'B-' corporate credit rating
and stable outlook on San Diego, California-based wireless service
provider Leap Wireless International Inc., the parent company of
Cricket.
     
Cricket is an operating subsidiary and is rated on a consolidated
basis with Leap Wireless.  The proposed credit facilities are
rated one notch above the corporate credit rating.
      
"Despite the modest increase in total debt to EBITDA, credit
measures are still supportive of a 'B-' rating," said Standard &
Poor's credit analyst Allyn Arden.
     
The ratings on Leap reflect:

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

   * execution risk from the build-out of new markets; and

   * the expectation for significant discretionary cash flow
     losses in 2006 as result of the planned market expansion.
     
The secured bank loan consists of a $900 million term loan B and a
$200 million revolver.  Proceeds from the bank loan will be used
to refinance the company's existing $600 million term loan B and
$110 million revolver.  In addition, the loan will be used to fund
the acquisition and launch of new markets, fund the potential
participation in the upcoming Advanced Wireless Services auction,
and for working capital and general corporate purposes.


CUMULUS MEDIA: Moody's Reviews Ba2 Ratings and May Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Cumulus Media,
Inc. on review for possible downgrade following the company's
recent announcement that it intends to commence a Dutch auction
tender offer to repurchase up to 11.5 million shares or 24.1% of
the company's outstanding common stock.

In addition, Cumulus entered a definitive agreement to repurchase
4.5 million shares of Class B Stock owned by Banc of America
Capital Investors and BA Capital.  Moody's estimates an aggregate
purchase price of up to $200 million for the share repurchases.

The review is prompted by our expectation that leverage will
increase and credit metrics will weaken significantly in the near-
term as the company uses debt to finance the share repurchase.  It
is likely that leverage will increase to in excess of 7.5 times.  
As a result, Moody's anticipates that the outcome of the review
may result in a one to two notch downgrade.

The review will focus on the company's ability to reduce the
incremental leverage taken on to finance the share repurchase with
internally generated cash flow.  Moody's will conclude the review
when there is greater visibility into the company's future capital
structure.

These ratings are under review for possible downgrade:

Cumulus Media, Inc.

   (i) Senior Secured -- Ba2

  (ii) Corporate Family Rating -- Ba2

Cumulus Media, Inc. is the 2nd largest radio company in the U.S.
based on station count and pro forma for.  Cumulus operates 345
radio stations in 67 markets.


CURATIVE HEALTH: Hires Stevens & Lee as Conflicts Counsel
---------------------------------------------------------
Curative Health Services, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Stevens & Lee, P.C., as their conflicts
counsel.

Stevens & Lee is expected to:

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

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

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

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

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

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

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

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

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

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

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

    l. provide health care, corporate, finance, litigation,
       securities and tax expertise and other general
       non-bankruptcy services to the Debtors to the extent
       requested by the Debtors; and

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

Nicholas F. Kajon, Esq., a shareholder at Stevens & Lee, tells the
Court that the firm was employed by the Debtor since Mar. 23,
2006, as conflicts counsel in connection with the Debtors' chapter
11 cases.  Mr. Kajon relates that on Mar. 24, 2006, the firm
received a $25,000 retainer.

Mr. Kajon discloses that attorneys at the firm bill between $280
to $675 per hour while paralegals bill $150 per hour.

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

Headquartered in Nashua, New Hampshire, Curative Health Services,
Inc. -- http://www.curative.com/-- provides Specialty Infusion
and Wound Care Management services.  The company and 14 of its
affiliates filed for chapter 11 protection on Mar. 27, 2006
(Bankr. S.D.N.Y. Case No. 06-10552).  Brian E. Greer, Esq.,
and Martin N. Flics, Esq., at Linklaters, represent the Debtors in
their restructuring efforts.  No Committee of Unsecured Creditors
has been appointed in the Debtors' chapter 11 cases.  The Debtors
financial condition as of Sept. 30, 2005 showed $155,000,000 in
total assets and $255,592,000 in total debts.


CYC EXPRESS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CYC Express, Inc.
        3738 Hawkins Street, Northease, Suite B
        Albuquerque, New Mexico 87109
        Tel: (505) 345-9992

Bankruptcy Case No.: 06-10751

Type of Business: The Debtor provides air transportation,
                  delivery, and mailing services.

Chapter 11 Petition Date: May 11, 2006

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: George M. Moore, Esq.
                  Moore, Berkson, & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, New Mexico 87103
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Ann Hebenstreit                         $890,000
206 Laguna Southwest
Albuquerque, NM 87104

Andrew Hebenstreit                      $420,000
3788 B Hawkins Northeast
Albuquerque, NM 87109

FleetCor                                $145,994
P.O. Box 105080
Atlanta, GA 30348

Fred Stegman & Chang Y. Casebier        $105,000

Wells Fargo Business Direct              $98,460

Saenz Material Handling                  $24,112

Internal Revenue Service                 $17,146

Ryder Transportation Services, Inc.      $16,464

Wishire Insurance                        $13,351

Pulakos & Alongi, Ltd.                   $13,316

Kangaroo Express                         $12,739

Cox American Car Care Center             $11,027

American International Companies         $10,698

Border International Trucks              $10,087

GE Trailer Transport                      $9,314

BCP Goodyear, LLC                         $7,048

Penske Truck Leasing, LP                  $4,805

Conoco Commercial                         $4,375


DANA CORP: Board of Directors Holds Grants in Dana Deferred Plan
----------------------------------------------------------------
In a Form 8-K filed with the U.S. Securities and Exchange
Commission, Dana Corporation reports that its Board of Directors,
on April 28, 2006, suspended the annual crediting of units to
participants' stock accounts under the Dana Corp. Director
Deferred Fee Plan.

Dana's non-management directors participate in the Plan.  Prior
to the Board's action, on the date of the Board's annual
organizational meeting each year, each non-management director's
stock account was credited with a number of units equivalent to
the number of whole shares of Dana stock that could have been
purchased for $75,000, based on the trading price of the stock on
the grant date.

According to Michael L. DeBacker, Dana's vice president, general
counsel and secretary, to replace the annual grant of units under
the Plan, the Board authorized an increase in the annual retainer
paid to non-management directors for service on the Board from
$40,000 to $115,000.  

In 2006, the $75,000 increase will be paid in equal installments,
together with the quarterly retainer payments remaining in the
year.  Commencing in 2007, the $115,000 total annual retainer
will be paid in equal quarterly payments.  The increase is
subject to the Bankruptcy Court's approval.

In February 2006, the Board had suspended the deferral provisions
of the Plan, under which non-management directors could elect to
defer their compensation for services to the Board and Board
committees, and directed that all the compensation be paid in
cash.

                      About Dana Corporation

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


DANA CORP: Agrees with Underwriters to Continue Ohio Action
-----------------------------------------------------------
In February 2001, certain Underwriters at Lloyd's London
commenced an action before the Court of Common Pleas of Lucas
County, Ohio, against, among other parties, Allstate Insurance
Company for contribution and interest arising from the
Underwriters' payment of indemnity and defense expenses to Dana
Corporation arising from asbestos-related bodily injury claims
made against the Debtor.

The Underwriters provide comprehensive general liability
insurance to Dana Corporation.

Allstate, as successor-in-interest to Northbrook Excess and
Surplus Insurance Company, formerly known as Northbrook Insurance
Company, also provide comprehensive general liability insurance
to Dana.

Dana subsequently was joined as a party to the Ohio Contribution
Action, but there are presently no claims made by, or pending
against, it in the Ohio Contribution Action.

Dana and the Underwriters previously entered into a settlement
agreement, under which Dana conceded that the Underwriters were
entitled to pursue the Ohio Contribution Action against Allstate.  
Dana also agreed to refrain from taking steps to stay, prevent or
otherwise hinder the Underwriters' pursuit of the Action against
Allstate.

Under the Settlement Agreement, the Underwriters agreed to reduce
any amount they obtain from Allstate to the extent necessary to
limit that amount solely to interest on amounts paid by the
Underwriters to Dana as indemnity or defense expenses for
asbestos bodily injury claims.

Allstate, however, asserts that the automatic stay under Section
362(a)(3) of the Bankruptcy Code precludes the Underwriters from
collecting contribution from Allstate in the Ohio Contribution
Action and further asserts that any collection of contribution
would reduce the limits of the Allstate Policies, which it
contends are property of the Debtors' estate.

The Debtors, in reliance on the Settlement Agreement, think
otherwise since the collection of interest would not impair the
limits of the Allstate Policies.

In line with the Underwriters' desire that the Ohio Contribution
Action continue, the Debtors and the Underwriters stipulate that:

   (1) the automatic stay will be modified solely to the extent
       necessary to permit the Underwriters to pursue the Ohio
       Contribution Action against Allstate to resolution;

   (2) the Stipulation does not permit the Underwriters to
       collect or seek to enforce the portion of any judgment or
       settlement from Allstate that would reduce the available
       limits of the Allstate Policies;

   (3) the Stipulation does not permit either the Underwriters or
       Allstate to seek or obtain any discovery from Dana --
       although Dana will consider reasonable requests for
       necessary discovery-related material not otherwise
       available from sources other than Dana -- or to take or
       file any action or claim against Dana, in the Ohio
       Contribution Action, which discovery, actions and claims
       remain stayed;

   (4) the automatic stay, to the extent it is applicable, will
       be modified solely to the extent necessary to permit the
       Underwriters to collect from Allstate, and otherwise
       enforce, the interest portion of any judgment or
       settlement entered in the Ohio Contribution Action so long
       as the collection or enforcement will not reduce the
       available limits of the Allstate Policies;

   (5) the automatic stay precludes the Underwriters from
       collecting from, or enforcing against, Allstate the
       contribution portion of any judgment or settlement entered
       in the Ohio Contribution Action; and

   (6) the Stipulation is a compromise, and will not be
       admissible in any future litigation over the question of
       whether the automatic stay applies to the Ohio
       Contribution Action or any other similar matter.

                      About Dana Corporation

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


DANA CORP: Five Entities Own Over 5% of Common Stock
----------------------------------------------------
In its annual report filed with the U.S. Securities and Exchange
Commission, Dana Corporation discloses that five entities have
filed reports with the SEC stating that they beneficially own
more than 5% of Dana common stock:

                                   Number of Shares      Percent
     Entity                       Beneficially Owned    of Class
     ------                       ------------------    --------
Appaloosa Investment
Limited Partnership I                  22,500,000        14.8%

Brandes Investment Partners, L.P.     210,859,029         7.2%

Donald Smith & Co., Inc.               15,037,400         9.99%

GAMCO Investors, Inc.                   7,308,889         4.86%

Owl Creek Asset Management, L.P.       10,350,000         6.9%

                      About Dana Corporation

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


DEAN FOODS: S&P Assigns BB- Rating to Proposed $300 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Dean Foods Inc.'s proposed issue of $300 million 10-year notes.
The notes are a drawdown from a Rule 415 shelf filing.  As senior
unsecured obligations, the rating is notched down twice from the
'BB+' corporate credit rating on the company because of the amount
of secured debt outstanding.  These notes will be used to reduce
borrowings under the senior secured revolving credit facility.
     
The corporate credit rating on Dean Foods is BB+/Stable/--.

"The rating reflects the company's position as the leading
national dairy company in the U.S., with about a 35% share, due to
the stable demand characteristics of the industry," said Standard
& Poor's credit analyst Jayne Ross.  "This is tempered by a
moderately aggressive financial profile.  The rating further
reflects Dean Foods' strong portfolio of national, regional,
local, and private-label brands; its solid regional market
positions; its geographic diversity; its stable cash flow; its
moderate capital expenditures; cost-saving opportunities; and an
experienced management team."

Ratings List:

Dean Foods Co.:

  * Corporate credit rating: BB+/Stable/--
  * Senior secured debt: BBB-
  * Senior unsecured debt: BB-

Rating assigned:

  * $300 senior unsecured notes due 2016: BB-


DELTA AIR: Posts $2.1 Billion Net Loss in First Quarter 2006
------------------------------------------------------------
Delta Air Lines (Other OTC: DALRQ) reported results for the
quarter ended March 31, 2006.  Key points include:

     -- Delta's first quarter net loss was $2.1 billion.
        Excluding reorganization and special items, the first
        quarter net loss was $356 million.

     -- In April, Delta reached a tentative agreement with its
        pilot union on contractual changes designed to deliver
        $280 million in average annual pilot labor cost savings.

     -- As of March 31, 2006, Delta had $3.4 billion in cash and
        cash equivalents, of which $2.4 billion was unrestricted.

     -- Delta reported a net loss of $2.1 billion in the first
        quarter of 2006, compared to a net loss of $1.1 billion
        in the first quarter of 2005.

     -- Excluding the reorganization and special items described
        below, the net loss was $356 million in the first quarter
        of 2006 compared to a net loss of $684 million in the
        first quarter of 2005.

Delta expects to file its Monthly Operating Report for March 2006
with the U.S. Bankruptcy Court today, May 15, 2006.  In that
report, the company will report a net loss of $1.6 billion for the
month.  Excluding reorganization and special items, the March 2006
net loss was $6 million.
    
"While continued losses clearly are unacceptable, Delta's
financial performance for the quarter was in line with
expectations, especially in light of fast-rising fuel prices,"
said Gerald Grinstein, Delta's chief executive officer.  "Despite
these higher fuel costs, however, our company succeeded in
reducing the first quarter operating loss by nearly fifty percent
year-over-year - evidence that Delta's plan is on-track.  I am
extremely grateful to Delta people for their participation and
their commitment to the hard work still ahead as we build a
strong, lean, competitive airline with a long-term future."

                        Agreement with ALPA

On April 14, 2006, Delta announced that it reached a tentative
comprehensive agreement with the Air Line Pilots Association, its
pilot union, on contractual changes designed to deliver
$280 million in average annual pilot labor cost savings through a
combination of changes to wages, benefits and work rules.  The
tentative agreement is subject to ratification by Delta's pilots.  
The results of the ratification vote are expected on May 31, 2006.  
In addition to pilot ratification, the agreement is subject to
approval by the U.S. Bankruptcy Court.

                      Financial Performance

Excluding special items, first quarter operating revenues
increased by $202 million or 5.5%, compared to the first quarter
of 2005, despite an 8.6% decrease in capacity. Excluding special
items, passenger unit revenues increased 15.2% compared to the
March 2005 quarter and a 12.4% improvement in yields drove the
increase in passenger unit revenues.  The load factor for the
first quarter was 76.2%, a 1.9 point increase as compared to the
first quarter of 2005.

Excluding special items, operating expenses for the first quarter
decreased 1.2% from the corresponding period in the prior year,
despite a fuel expense increase of $266 million attributable to
higher fuel prices. Delta's average fuel price for the first
quarter of 2006 was $1.86 per gallon, compared to $1.42 per gallon
in the prior year quarter.  Excluding fuel and special items,
mainline unit costs decreased 1.0%.

The March 2006 quarter includes $1.7 billion in non-cash charges
for reorganization and special items.  Including those items,
Delta's first quarter operating revenues increased by $13 million
or 0.4%; passenger unit revenues increased 12.5 percent; yields
increased 9.7%; operating expenses decreased 9.8%; and mainline
unit costs decreased 5.8%, compared to the March 2005 quarter.

"Our business plan initiatives to improve unit revenue
performance, optimize our fleet, and reduce costs resulted in more
than a half billion dollar impact to this quarter's financial
results," said Edward H. Bastian, Delta's executive vice president
and chief financial officer.  "While we are encouraged by the
results of our restructuring efforts, we still have a great deal
of hard work ahead for Delta's turnaround to be successful."

                           Liquidity

At March 31, 2006, the company had $3.4 billion in cash and cash
equivalents, of which $2.4 billion was unrestricted.  Capital
expenditures for the quarter were $92 million.  At March 31, 2006,
Delta was in compliance with all of the financial covenants in its
post-petition financing arrangements.

During the March 2006 quarter, Delta received approval from the
lenders of its $1.9 billion debtor-in-possession credit facility
to amend and restate that facility.  The revised credit facility
reduced Delta's interest rate on the three term loans making up
the facility, resulting in annual interest savings of more than
$30 million.  Delta also reduced the interest rate for its post-
petition financing from American Express Travel Related Services
Company, Inc.

Also during the March 2006 quarter, Delta completed a letter of
credit facility with Merrill Lynch that allows the company to
utilize up to $300 million in cash that would normally be held in
reserve by Delta's Visa/MasterCard processor.

                 Reorganization and Special Items

In the first quarter of 2006, Delta recorded $1.7 billion in non-
cash charges for reorganization items and accounting adjustments.  
These items are:

     -- a $1.4 billion charge for reorganization items, primarily
        reflecting estimated pre-petition bankruptcy claims for
        the restructuring of financing arrangements for 124
        mainline aircraft.

     -- a $310 million net charge for three accounting
        adjustments:

          * A $112 million charge in landing fees and other
            rents, resulting from historical differences
            primarily associated with recording rent expense at
            Delta's JFK facility based on actual rent payments
            instead of on a straight-line basis over the lease
            term.

          * A $108 million net charge related to the sale of
            mileage credits under the SkyMiles(R) frequent flyer
            program, which is comprised of an $83 million
            decrease in passenger revenues, a $106 million
            decrease in other, net operating revenues, and an
            $81 million decrease in other operating expenses.

          * A $90 million charge in salaries and related costs to
            adjust an accrual for post-employment healthcare
            benefits.

In the first quarter of 2005, Delta recorded $387 million in
charges for special items, including:

    (1) a $453 million charge related to employee initiatives
        under Delta's 2004 Transformation Plan,

    (2) a $68 million charge related to the company's defined
        benefit pension plan for pilots, and

    (3) a $10 million charge related to aircraft retirements.  

These charges were offset by a $144 million benefit from a
reduction in Delta's required deferred income tax asset reserve.

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


DIALOG GROUP: Berenfeld Spritzer Raises Going Concern Doubt
-----------------------------------------------------------
Berenfeld, Spritzer, Shechter and Sheer in Coral Gables, Florida,
raised substantial doubt about Dialog Group, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations and significant accumulated deficiency.

The Company reported a $1,918,666 net loss on $6,722,703 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,648,491 in
total assets and $5,909,946 in total liabilities, resulting in a
$4,261,455 stockhlders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $973,986 in total current assets available to pay $4,200,655
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?909

Headquartered in New York, N.Y., Dialog Group, Inc., provides a
combination of traditional advertising (print, broadcast) and
marketing services (broadcast, new media, and internet-based
promotional venues), as well as a broad spectrum of proprietary
and exclusive databases for healthcare, pharmaceutical, consumer
and business-to-business market clients.

The Company and imx-eti LifePartners, Inc., its wholly owned
subsidiary, filed for chapter 11 protection on Nov. 20, 2000
(Bankr. S.D. Fla. Case No. 00-35217).  The Bankruptcy Court
confirmed the Company's Third Amended Plan of Reorganization on
Oct. 11, 2001, and that Plan took effect on Dec. 11, 2001.  The
Bankruptcy Court finally closed the Company's cases on Oct. 24,
2002.


DOBSON CELLULAR: Moody's Rates New Senior Secured Notes at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dobson Cellular
Systems, Inc.'s new senior secured notes.  At the same time,
Moody's affirmed all existing long term ratings of DCS, American
Cellular Corporation and their parent company, Dobson
Communications Corporation, including Dobson's B3 corporate family
rating.

Dobson's speculative grade liquidity rating, however, has been
changed to SGL-2 from SGL-3.  Finally, Moody's withdrew the rating
on Dobson's 12.25% senior exchangeable preferred stock, as that
instrument has been redeemed. The outlook remains stable.

The rating action is prompted by the company's announcement that
it will issue $250 million of 8.375% series B first priority
senior secured notes due 2011 to effectively refinance its
existing $250 million of first priority senior secured floating
rate notes also due in 2011.  Following the transaction, Moody's
expects the company's total amount of debt will remain unchanged.

The upgrade in the SGL rating reflects Moody's expectation that
free cash flow is likely to remain positive and grow over time
such that the company's liquidity is now considered to be "good".

The B3 corporate family reflects Dobson's position as a relatively
small rural and suburban cellular operator with a meaningful
dependence on one of its contractual roaming relationships as well
as a relatively recent history of soft operating performance
offset by Moody's expectations for improved results going forward.

The rating also incorporates the company's high Debt to EBITDA
leverage, and Moody's expectation that, while free cash flow is
expected to grow, it is currently modest in relation to debt
levels.

Upgrades:

Issuer: Dobson Communications Corporation

   * Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Assignments:

Issuer: Dobson Cellular Systems, Inc

   * Senior Secured Regular Bond/Debenture, Assigned B1

Withdrawals:

Issuer: Dobson Communications Corporation

   * Preferred Stock, Withdrawn, previously rated C

Headquartered in Oklahoma City, Dobson Communications Corp.
provides wireless service in rural and suburban areas of the US to
approximately 1.5 million subscribers with LTM revenues of $1.2
billion.


DOBSON CELLULAR: S&P Rates Proposed $250 Mil. Sr. Sec. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and '1'
recovery rating to Dobson Cellular Systems Inc.'s proposed
offering of $250 million of 8.375% first-priority senior secured
notes due 2011.  The ratings indicate expectations for full
recovery of principal in the event of a payment default.  Proceeds
from the offering will be used to refinance $250 million of
first-priority senior secured floating-rate notes.
     
At the same time, Standard & Poor's raised the ratings on Dobson's
first-priority senior secured credit facility and existing first-
priority senior secured notes to 'B' from 'B-', and the recovery
ratings to '1', from '2' and '3', respectively, indicating
expectations for a full recovery of principal in the event of a
payment default.  The recovery rating for the second-priority
senior secured notes was raised to '4' from '5', indicating
expectations for a marginal (25%-50%) recovery of principal in the
event of a payment default, while the debt rating is unchanged at
'CCC'.

"The upgrades reflect our view that Dobson's business is likely to
be reorganized in the event of a payment default, given current
demand for wireless services and the intrinsic value of the
licensed wireless spectrum," said Standard & Poor's credit analyst
Susan Madison.
     
The corporate credit rating on Oklahoma City, Oklahoma-based
Dobson Communications Corp., is 'B-' with a negative outlook.
Dobson Cellular is a wholly owned subsidiary of Dobson
Communications, a wireless company serving about 1.5 million
subscribers in rural and suburban markets in 16 states.
     
The ratings on Dobson Communications and its operating
subsidiaries, Dobson Cellular and American Cellular Corp.,
reflect:

   * the company's limited subscriber growth over the last year;

   * increased competition from larger, better-capitalized,
     national wireless competitors;

   * its heavy reliance on roaming revenue; and

   * aggressively leveraged capital structure.

These risks are somewhat tempered by:

   * an improving financial profile;
   * healthy wireless industry growth; and
   * opportunities for increased data revenue.

Ratings List:

Dobson Communications Corp.:

  Corporate credit rating: B-/Negative/--

Dobson Cellular Systems Inc.:

  Ratings Assigned:

    * $250 mil 8.375% senior secured notes  B (Recovery rating: 1)

  Ratings Raised:

                                              To         From
                                              --         ----
       Senior secured credit facility         B          B-
        Recovery rating                       1          2
       First-priority senior secured notes    B          B-
        Recovery rating                       1          3
       Second-priority senior secured notes   CCC        CCC
        Recovery rating                       4          5


EDISON MISSION: S&P Affirms B+ Rating on 190MM of Sr. Unsec. Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services' affirmed the 'B+' corporate
credit and $190 million senior unsecured bond ratings on Edison
Mission Energy Funding Corp.

At the same time, Standard & Poor's revised the company's outlook
to positive from stable, to reflect the outlook revision on owner
Edison Mission Energy.  The positive outlook on EME reflects the
expectation that EME's financial position will improve once the
proposed tender and refinancing is completed.  The proposal
eliminates the refinancing risk at EME while adding substantial
liquidity.
     
The rating on EME Funding's debt reflects primarily the rating on
EME, the 100% owner of four guarantors in this project
transaction.  Because the guarantors are not bankruptcy remote
from EME, they are at increased risk that if EME experiences
credit deterioration or, in a worst-case scenario, an insolvency
event, it could negatively affect EME Funding.  Standard & Poor's
does not rate EME Funding as a separate entity, because it does
not benefit from the legal protections providing for separateness.

Furthermore, EME Funding's lenders do not benefit from a security
interest in the guarantors' project assets or project partnership
interests.
     
The positive outlook reflects the outlook on EME.  The positive
outlook also takes into consideration that a large cash balance
remains on the books at EME, a portion of which is earmarked for
repayment of the debt at Mission Energy Holding Co.
      
"The rating could be raised if EME successfully repays the debt at
MEHC, margins and distributions remain good at Midwest Gen and
Homer City, and Homer City successfully finances the necessary
pollution control equipment," said Standard & Poor's credit
analyst Arleen Spangler.

Absent these events, the outlook could be revised to stable.

"The rating could move downward if Midwest Gen and Homer City do
not contribute to the parent as expected, or if EME invests in new
projects that do not contribute more stable and predictable cash
flow," she continued.


EOIN KILCULLEN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Eoin P. Kilcullen
        5 Warren Avenue, No. 2
        Milton, Massachusetts 02186

Bankruptcy Case No.: 06-11353

Chapter 11 Petition Date: May 9, 2006

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: William J. McLeod, Esq.
                  McLeod Law Offices, P.C.
                  77 Franklin Street
                  Boston, Massachusetts 02110
                  Tel: (617) 542-2956
                  Fax: (617) 695-2778

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


FALCONBRIDGE LTD: Receives Inco's Increased Purchase Offer
----------------------------------------------------------
Falconbridge Limited amended the terms of its Support Agreement
with Inco Limited whereby it has agreed to recommend an increased
offer from Inco to acquire all outstanding common shares of
Falconbridge.

Rachelle Younglai at Reuters reports, Inco increased the cash
component of its original C$12 billion offer for Falconbridge,
boosting the total value of the deal to C$19 billion.

Under the revised terms, Inco's take-over offer will be amended to
increase the amount of cash to be received by Falconbridge
shareholders by CDN$5 per share, assuming full pro-ration.

"We continue to believe in the compelling strategic and economic
rationale of combining Falconbridge with Inco and the revised
offer terms reflect Falconbridge's excellent financial results and
tremendous prospects given the increases in metal prices and very
strong market fundamentals," Derek Pannell, Chief Executive
Officer of Falconbridge, said.

"The added cash will provide our shareholders with about
CDN$1.9 billion more in value compared with the original deal
negotiated with Inco," Mr. Pannell added.  "In addition, the
tangible synergies available to the combined company are much
greater under current metals prices than previously estimated and
are focused directly on enhancing our operating platform, rather
than simply eliminating corporate overlap and jobs.  Assuming
completion of this deal, Falconbridge shareholders will own
approximately 47% of the combined company and will continue to
benefit from increased earnings due both to higher metals prices
and to the very significant operating synergies that will result
from combining our two great companies."

Inco and Falconbridge have amended the Support Agreement to revise
the terms of Inco's offer such that each Falconbridge common
shareholder may elect to receive either 0.6927 Inco common shares
plus CDN$0.05 or CDN$51.17 per share, subject to a maximum number
of shares and cash, and subject to pro-ration.  The maximum amount
of cash available is CDN$4.8 billion and the maximum amount of
Inco common shares available is unchanged at 201 million.  
Assuming all shareholders tender for the cash option or all
shareholders tender for the share option, each shareholder would
be entitled to receive 0.524 Inco shares plus CDN$12.50.  Among
other amendments to the Support Agreement, Falconbridge has agreed
to a "break fee" in the amount of $450 million, payable to Inco if
a competing offer is recommended by Falconbridge and in certain
other events.

"We have always believed that combining Falconbridge with Inco
makes the best strategic and economic sense for Falconbridge and
its shareholders.  The pro forma balance sheet of the combined
company will not be stressed by the increased cash payment to our
shareholders given the continued improvements in metal prices.  We
remain confident that regulatory approval will be received soon
and look forward completing this outstanding transaction," Mr.
Pannell said.  "The Falconbridge management team is committed to
this deal and to ensuring that the synergies identified can be
delivered by the new Inco."

Inco and Falconbridge continue to work with the U.S. Department of
Justice and the European Commission in connection with reviews of
pending transaction.

                           About Inco

Inco Limited -- http://www.inco.com/-- is the world's #2 producer  
of nickel, which is used primarily for manufacturing stainless
steel and batteries.  Inco also mines and processes copper, gold,
cobalt, and platinum group metals.  It makes nickel battery
materials and nickel foams, flakes, and powders for use in
catalysts, electronics, and paints.  Sulphuric acid and liquid
sulphur dioxide are produced as byproducts.  The company's primary
mining and processing operations are in Canada, Indonesia, and the
UK.

                       About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a  
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and offices
in 18 countries.  The Company owns nickel mines in Canada and the
Dominican Republic and operates a refinery and sulfuric acid plant
in Norway.  It is also a major producer of copper (38% of sales)
through its Kidd mine in Canada and its stake in Chile's
Collahuasi mine and Lomas Bayas mine.  Its other products include
cobalt, platinum group metals, and zinc.

                         *     *     *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carries Standard & Poor's BB+ rating.


FIRSTLINE CORP: U.S. Trustee Names Two More Creditors to Committee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Mass Polymers Corp. and
Chevron Phillips Chemical Company LP to the Official Committee of
Unsecured Creditors in FirstLine Corporation's chapter 11 case.  

The Committee is now comprised of:

       1. Sean Browne, CFO
          Trademark Plastics Corporation
          2201 Edgar Road
          P.O. Box 4009
          Linden, New Jersey 07036
          Tel: (908) 925-5900, ext. 245
          Fax: (908) 925-1180

       2. John Rainey
          Accountant
          Standridge Color Corporation
          1196 Hightower Trail
          Social Circle, Gergia 30025
          Tel: (770) 464-3362, ext. 1257
          Fax: (770) 464-2202

       3. Roger Kolm, President
          Kolm Polymers, Ltd
          P.O. Box 130415
          The Woodlands, Texas 77393-0415
          Tel: (281) 364-6904
          Fax: (281) 364-6921

       4. Bob Mularz
          Senior Credit Analyst
          Formosa Plastics Corp.
          9 Peach Tree Hill Road
          Livingston, New Jersey 07039
          Tel: (973) 716-7214
          Fax: (973) 716-7450

       5. Steve J. Todt
          Managing Member
          Orion Polymers, LLC
          P.O. Box 2967
          Murfreesboro, Tennessee 37133-2967
          Tel: (615) 848-2911
          Fax: (615) 849-2995

       6. Wes Baker
          Sales Manager
          Lastique International Corp.
          8331 Can Run Road
          Louisville, Kentucky 40258
          Tel: (678) 319-1566
          Fax: (678) 319-0422

       7. Letha Black
          Assistant Constroller
          Poly-America, L.P.
          2000 West Marshall Drive
          Grand Prairie, Texas 75051
          Tel: (972) 337-7267
          Fax: (972) 337-8267

       8. Jeff Durham
          Credit Manager
          Mass Polymers Corp.
          69 Adams Street
          Newton, Massachusetts 02458
          Tel: (617) 964-9400
          Fax: (617) 696-1248

       9. Darren L. Ercolani
          Credit Manager
          Chevron Phillips Chemical Company LP
          10001 Six Pines Drive - Room 7126-B
          The Woodlands, Texas 77380
          Tel: (832) 813-4351
          Fax: (832) 813-6094

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

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and     
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FIRSTLINE CORP: Committee Hires Kilpatrick Stockton as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia gave
the Official Committee of Unsecured Creditors appointed in
FirstLine Corporation's Chapter 11 case permission to hire
Kilpatrick Stockton LLP as its counsel.  

Kilpatrick Stockton will:

   -- render legal advice regarding the Committee's organization,
      duties and powers in the Debtor's chapter 11 case;

   -- assist the Committee in its investigation of the Debtor's
      acts, conduct, assets, liabilities and financial conditions,
      the operation of the Debtor's business and the desirability
      of continuing the same, the potential sale of the Debtor's
      assets, and any other matter relevant to the case or the
      formulation and analysis of any plan of reorganization or
      plan of liquidation;

   -- attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as
      requested;

   -- represent the Committee in hearings before the Court; and

   -- provide other legal assistance as the Committee may deem
      necessary and appropriate.

Todd C. Meyers, Esq., a partner at the firm, disclose that the
firm's professionals charge these hourly rates:

            Partners                  $395 to $595
            Counsel                   $335 to $355
            Associates                $195 to $280
            Paralegals                $130 to $170

Mr. Meyers assured the Court that his firm does not hold any
interest materially adverse to the Debtor and is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and     
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FORD MOTOR: W.C. Ford Retains Influence After Shareholders Meet
---------------------------------------------------------------
Proposals to diminish William Clay Ford Jr.'s influence in Ford
Motor Company were voted down in the Company's annual shareholders
meeting on May 11, 2005, The New York Times reports.  William Clay
Ford Jr. sits as Ford's Chairman and Chief Executive Officer.

The "recapitalization plan", submitted by John Chevedden -- on
behalf of the Ray T. Chevedden and Veronica G. Chevedden Family
Trust, which owns 1,748 shares of common stock - proposes that all
of the Company's outstanding stock will have one vote per share.  
Mr. Chevedden's proposal got 23% of the votes.

Ford Family shares are currently allowed 16-votes per share
compared to the one-vote per share for regular shareholders.  
According to Mr. Chevedden, this dual class voting stock reduces
accountability by allowing insiders to retain corporate control
disproportionate to their money at risk.

Mr. Chevedden contended that the danger of giving disproportionate
power to insiders is illustrated by Adelphia Communications, which
was the nation's 6th largest cable television company in 2002.  
Adelphia's dual class voting stock gave the Rigas family control
and contributed to Adelphia's participation in "one of the most
extensive financial frauds ever to take place at a public
company."

The SEC alleged that Adelphia fraudulently excluded more than
$2.3 billion in bank debt from its consolidated financial
statements and concealed "rampant self-dealing by the Rigas
Family."  Meanwhile, the price of Adelphia stock collapsed from
$20 in March 2002 to $0.79 in June 2002.

In May 1994, the New York Stock Exchange issued a regulation
prohibiting companies to issue new stock with excessive voting
power.  Many companies have subsequently switched to a one share -
one vote structure.  Since 1999, 14 companies have moved from a
dual class to a single class of stock.  These include: Raytheon,
Freeport McMoRan, FCX and Readers' Digest Association.

Ford had a market capitalization of $25 billion in 2004 -- falling
to $15 billion in 2005.  This still large capitalization magnifies
the danger to investors that is inherent in any dual class voting
structure, Mr. Chevedden pointed out.

                   Independent Board Chairman

Shareholders also voted down another of Mr. Chevedden's proposal.  
Mr. Chevedden suggested that the Chairman of the Board of
Directors serve in that capacity only and have no management
duties, titles, or responsibilities.  

Mr. Chevedden pointed out that the primary purpose of the Chairman
of the Board is to protect shareholders' interests by providing
independent oversight of management, including the CEO.  
Separating the roles of Chairman and CEO can promote greater
management accountability to shareholders and lead to a more
objective evaluation of the CEO.  The move got 19% of the votes.  

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- is the world's third largest automobile
manufacturer.  The Company manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company to 'BB' from 'BB+'.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ford Motor Co., Ford Motor Credit Co. (Ford Credit),
and all related entities to 'BB-/B-2' from 'BB+/B-1' and removed
them from CreditWatch, where they were placed on Oct. 3, 2005,
with negative implications.  S&P said the outlook is negative.


FRIENDLYWAY C0RP: Balance Sheet Upside-Down by $3.1M at Jan. 31
---------------------------------------------------------------
friendlyway Corporation delivered its quarterly report on Form
10-QSB for the quarter ending January 31, 2006, to the Securities
and Exchange Commission on March 27, 2006.

The Company reported a $362,567 net loss on $459,817 of net
revenues for the quarter ending Jan. 31, 2006.  At Jan. 31, 2006,
the Company's balance sheet showed $549,330 in total assets and a
$3,104,124 stockholders deficit.  

Alexander von Welczeck, the Company's Chief Executive Officer,
told the SEC that the realization of a major portion of the
Company's assets is dependent upon its ability to meet future
financing requirements, and the success of future operations.  
Additionally, the Company is seeking additional sources of
financing, primarily for working capital purposes.  The Company's
ability to continue as a going concern is highly dependent on its
ability to obtain financing.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?8fa

friendlyway Corporation -- http://www.friendlywayinc.com/--
through its wholly-owned subsidiary, friendlyway Technologies,
Inc., is a self-service provider of customer-facing public access
self-service systems primarily in the United States of America.  
The Company's products focus on the improvement of internet-based
customer communication at the point of sale in retail stores,
point of service/information in public locations or the Internet.


FTS GROUP: Auditor Raises Going Concern Doubt
---------------------------------------------
R. E. Bassie & Co. in Houston, Texas, raised substantial doubt
about FTS Group, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses from operations.

The Company reported a $1,997,236 net loss on $1,310,731 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,974,495 in
total assets, $1,762,084 in total liabilities, and $212,411 in
total stockholders' equity.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?90b

FTS Group, Inc. -- http://www.SatPhoneCentral.com/and
http://www.CellChannel.com/-- develops and acquires businesses  
primarily in the wireless industry.  Through FTS Wireless, Inc., a
wholly-owned subsidiary, acquires and develops a chain of retail
wireless locations in the Gulf Coast market of Florida.  As of
March 1, 2006, the Company operates nine retail wireless locations
in Florida.


GATEWAY DISTRIBUTORS: Auditor Raises Going Concern Doubt
--------------------------------------------------------
Lawrence Scharfman & Co., CPA PC, in Boynton Beach, Florida,
raised substantial doubt about Gateway Distributors, Ltd.'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
need for additional working capital for its planned activity and
payment of debt.

The Company reported a $903,728 net loss on $769,759 of sales for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $3,615,993 in
total assets, $2,852,730 in total liabilities, and $763,263 in
total stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $580,337 in total current assets available to pay $2,852,730
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?90d

Gateway Distributors, Ltd., markets and distributes different
nutritional and health products.  These products are intended to
provide nutritional supplementation to the users.  These products
are not intended to diagnose, treat, cure or prevent any disease.


GREEN TREE: Fitch Cuts Ratings on Two Class Certificates to C
-------------------------------------------------------------
Fitch Ratings upgrades four classes, downgrades one class, affirms
three classes and assigns Distress Recovery Ratings to Green Tree
Recreational, Consumer, and Equipment Trusts.  The ratings are:

Series 1996-B

    -- Certificates upgraded to 'CCC' from 'CC';
       'DR2' Distressed Recovery Rating Assigned.

Series 1996-C

    -- Certificates upgraded to 'CCC' from 'CC';
       'DR2' Distressed Recovery Rating Assigned.

Series 1996-D

    -- Certificates upgraded to 'CCC' from 'CC';
       'DR2' Distressed Recovery Rating Assigned.

Series 1997-A

    -- Certificates affirmed at 'CC';
       'DR3' Distressed Recovery Rating Assigned.

Series 1997-D

    -- Certificates upgraded to 'CCC' from 'CC';
       'DR2' Distressed Recovery Rating Assigned.

Series 1998-B

    -- B-1 Certificates Affirmed at 'BBB';

    -- B-2 Certificates Downgraded to 'C' from 'CC';
       'DR5' Distressed Recovery Rating Assigned.

Series 1998-C

    -- B-1 Certificates Affirmed at 'BBB';

    -- B-2 Certificates Downgraded to 'C' from 'CC';
       'DR6' Distress Recovery Rating Assigned.

The rating changes reflect additions or reductions in the credit
enhancement Fitch expects will be available to support each class
in the above transactions.  Anticipated credit enhancement is
determined by Fitch's cash flow model and considers stressed
remaining losses, delinquency experience, prepayment rates,
recovery rates, and unique structural characteristics etc.  The
securities are backed by a pool of secured loans consisting
primarily of marine and recreational vehicles made by Conseco
Finance Corp. (originally Green Tree Financial Corporation).  The
loans are now serviced by Green Tree Servicing (GTS) LLC, a
byproduct of Conseco Inc.'s 2003 restructuring.  GTS is currently
rated 'RPS3' as a residential mortgage servicer by Fitch.

Distressed Recovery Ratings (DR) are issued on a scale of 'DR1'
(highest) to 'DR6' (lowest) to denote the range of recovery
prospects given a currently distressed or defaulted security.

Fitch's Distressed Recovery (DR) ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


GREEN TREE: S&P Puts Default Rating on Two Transaction Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
two classes from two Green Tree-related manufactured housing
transactions.
     
The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investments.  Both Manufactured Housing
Contract Sr./Sub Pass-Thru Trust 1999-5 and Manufactured Housing
Contract Sr./Sub Pass-Thru Trust 1999-6 reported outstanding
liquidation loss interest shortfalls for their class M-1
certificates on the May 2006 payment date.
     
Standard & Poor's believes interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pools
of collateral as well as the location of mezzanine and subordinate
class write-down interest at the bottom of the transactions'
payment priorities (after distributions of senior principal).
     
As of the May 2006 payment date, series 1999-5 and 1999-6 had
experienced cumulative net losses of 20.28% and 19.55% of their
initial pool balances, respectively.
     
Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
      
Ratings Lowered:
   
Manufactured Housing Contract Sr./Sub Pass-Thru Trust 1999-5
            
                             Rating

                       Class    To    From
                       -----    --    ----
                        M-1     D     CCC-
     
Manufactured Housing Contract Sr./Sub Pass-Thru Trust 1999-6
            
                             Rating

                       Class    To   From
                       -----    --   ----
                        M-1     D    CCC-


HARD ROCK: Agrees to Sell Assets to Morgans Hotel for $770 Million
------------------------------------------------------------------
Hard Rock Hotel Inc. and Morgans Hotel Group Co. signed definitive
agreements to acquire the Hard Rock Hotel & Casino in Las Vegas,
an adjacent 23-acre land parcel, and other related assets from
Peter Morton for an aggregate purchase price of $770 million in
cash.

The Hard Rock Hotel & Casino is located on 16.7 acres situated on
Harmon Avenue, one of Las Vegas' fastest growing entertainment
corridors.  Built in 1995 and expanded in 1999, the property
features an 11-story Hard Rock Hotel tower with 647 guest rooms; a
30,000 square foot casino; a beach club with a swimming pool; the
Body English nightclub; "The Joint" concert hall; five
restaurants; three cocktail lounges; several retail stores; and an
8,000 square foot spa, salon and fitness center.

The adjacent 23-acre land parcel, including a 544-unit apartment
complex currently situated on the parcel will be held for further
development.  The acquisition includes the rights to use the "Hard
Rock Hotel" and "Hard Rock Casino" trademarks in connection with
casinos and hotels in specified locations, as well as certain
other intellectual property such as merchandising and retail
rights.

This transaction represents the third planned offering in the Las
Vegas market by Morgans Hotel Group.  The Company reported a
joint-venture partnership with Boyd Gaming for their development
project, Echelon Place that will be anchored by two prominent MHG
brands, Delano and Mondrian, which are expected to add a total of
1,600 rooms to the market in 2010.

                         MHG CEO Comment

"We are excited about adding the Hard Rock Hotel & Casino to our
portfolio," W. Edward Scheetz, President and Chief Executive
Officer of MHG, stated.  "Since Las Vegas is the largest hotel
market in the U.S., it is key for our growth strategy.  This
transaction provides us with an immediate and highly-visible entry
into this market."

He continued, "The Hard Rock is already an extraordinary landmark
and we are pleased to be able to acquire a property that has so
much expansion potential.  We believe we can further enhance it by
applying MHG's management infrastructure, marketing approach and
reservations system.  We also believe that the Hard Rock will
complement our existing collection of brands, which have a
distinctive nature, eminent design, dynamic and exciting
atmosphere, celebrity guests and high-profile events, by targeting
a younger demographic that still seeks a unique experience.  This
hotel, along with our established and renowned Delano and Mondrian
brands, will allow us to dominate the Las Vegas market at multiple
price points by offering the style, innovation, and service with
which our brands are synonymous."

MHG may bring in one or more joint venture partners to share in
the investment in the existing assets.  Although the Company may
use some of the excess land for expansion, it is also considering
selling or establishing a joint venture partnership to develop a
significant portion of it.  It is anticipated that the casino will
be leased to a third-party licensed operator.

                      Acquisition Financing

The acquisition will be financed with cash on hand and MHG's
corporate line of credit, as well as a $700 million credit
facility from an affiliate of Credit Suisse.  The transaction is
subject to applicable regulatory approvals and other conditions,
and is expected to close no later than the first quarter of 2007.

In connection with the transactions, Wachtell, Lipton, Rosen &
Katz is acting as legal advisor to Morgans Hotel Group.

                    About Morgans Hotel Group

Morgans Hotel Group Co. -- http://www.morganshotelgroup.com/--  
which is widely credited with establishing and developing the
rapidly expanding boutique hotel sector, owns and operates
Morgans, Royalton and Hudson in New York, Delano and The Shore
Club in Miami, Mondrian in Los Angeles and Scottsdale, Clift in
San Francisco, and Sanderson and St Martins Lane in London.  MHG
has other property transactions in various stages of completion,
including projects in Miami Beach, Florida, and Las Vegas, Nevada,
and continues to vigorously pursue its strategy of developing
unique properties at various price points in international gateway
cities in the United States, Europe, South America, Asia and
around the world.

                      About Hard Rock Hotel

Hard Rock Hotel, Inc. -- http://www.hardhotel.com/-- owns and  
operates the Hard Rock Hotel & Casino in Las Vegas, Nevada, which
is located one mile east of the Las Vegas Strip.  Revenues for
the last twelve months ended Sept. 30, 2005, were approximately
$170 million.  Debt-to-EBITDA for the twelve-month period ended
Sept. 30, 2005, was about 4.5x

                          *     *      *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service affirmed Hard Rock Hotel Inc.'s B2
Corporate Family Rating and changed the outlook to developing.  
The rating action was prompted by an announcement that the company
has received and will review proposals to acquire its hotel and
casino in Las Vegas, Nevada.

The developing outlook incorporates uncertainty as to the
likelihood, timing and potential impact on creditors of a
potential sale.  The acquisition of the Hard Rock by a higher
rated entity could have positive rating implications and
conversely, acquisitions by a more leveraged entity could have
negative rating implications.  Moody's will continue to monitor
developments and take further rating action as more information
becomes available.


HELLER FINANCIAL: Fitch Ups Ratings on $7.6 Million Certs. to BB+
-----------------------------------------------------------------
Fitch upgrades Heller Financial Commercial Mortgage Asset Corp.'s
mortgage pass-through certificates, series 1999 PH-1, to:

    -- $37.9 million class F to 'AAA' from 'A+';
    -- $17.7 million class G to 'AA' from 'A';
    -- $35.3 million class H to 'BBB+' from 'BBB-';
    -- $20.2 million class J to 'BBB-' from 'BB';
    -- $7.6 million class K to 'BB+' from 'BB-'.

In addition, Fitch affirms these classes:

    -- $8.9 million class A-1 at 'AAA';
    -- $535.6 million class A-2 at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $22.7 million class B at 'AAA';
    -- $20.2 million class C at 'AAA';
    -- $53 million class D at 'AAA';
    -- $12.6 million class E at 'AAA';
    -- $15.1 million class L at 'B';
    -- $7.6 million class M at 'B-'.

The $9.2 million class N is not rated by Fitch.

The upgrades reflect the increased subordination levels due to
loan payoffs and scheduled amortization, as well as additional
defeasance (3.8%) since Fitch's last rating action.  As of the
April 2006 distribution date, the pool's balance has been reduced
20.5% to $803.2 million from $1 billion at issuance.  Since
issuance, 22 loans (11.2%) have defeased.

Currently, there are six specially serviced assets (2.4%).  The
largest specially serviced loans (1.1%) are collateralized by a
portfolio of three, cross-collateralized apartment buildings in
Colorado Springs, CO. The loans remain current.  The portfolio
transferred to special servicing in January 2006 due to imminent
default.  The borrower is experiencing cash flow problems and is
requesting debt relief.  The special servicer is evaluating the
borrower's request.

The second largest specially serviced asset (0.7%) is a retail
center in Watauga, Texas that is real-estate owned.  Based on the
most recent appraised value, losses are expected upon liquidation.

Fitch projected losses on the specially serviced loans are
expected to be absorbed by non-rated class N.

Fitch reviewed the performance and underlying collateral of the
two credit assessed loans in the pool: South Plains Mall (7.5%)
and the Station Plaza Office Complex (2.4%).  The Fitch stressed
debt service coverage ratio is calculated using servicer provided
net operating income less required reserves divided by debt
service payments based on the current balance using a Fitch
stressed refinance constant.  Based on their stable performance,
both credit assessments remain investment grade.

The South Plains Mall, located in Lubbock, TX, consists of 1.1
million square feet, of which 1 million sf is collateral for the
loan.  The annualized year-to-date September 2005 Fitch stressed
DSCR declined to 1.77 times (x) from 2.09x at issuance.  Occupancy
at the property has remained stable, dropping slightly to 97% as
of September 2005 from 98% as of February 2005.

The Station Plaza Office Complex consists of three office
buildings (320,477 sf) located in Trenton, New Jersey.  Year-end
2005 Fitch net cash flow (NCF) has decreased by 4% compared with
YE 2004.  The properties maintain a 100% occupancy level as of YE
2005, unchanged from 2004.


HEMOSOL CORP: Has Until May 23 to File Proposals to Creditors
-------------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) approved a
further and final extension of the time within which Hemosol Corp.
(TSX: HML) and its affiliate Hemosol LP are required to file
proposals for their respective creditors pursuant to the
provisions of the Bankruptcy and Insolvency Act (Canada).  Hemosol
will now have until May 23, 2006 to file one or more proposals.

The negotiations with the potential purchaser that submitted a
conditional offer for all of the assets of Hemosol are continuing.  
At this time there is no certainty as to whether the offer will
culminate in a transaction for the sale of the assets of Hemosol,
and if it does culminate in a transaction, it is unclear whether
or not there will be any value for holders of Hemosol's shares at
the conclusion of such transaction.

As reported in the Troubled Company Reporter on Nov. 25, 2005,
Hemosol Corp. reported that it was insolvent.  Hemosol Corp. and
Hemosol LP filed Notices of Intention to Make a Proposal to their
creditors under the Bankruptcy and Insolvency Act of Canada, and
appointed PricewaterhouseCoopers Inc., to act as trustee under the
proposals.

On Dec. 2, 2005, PricewaterhouseCoopers Inc., in its capacity as
trustee, filed an application with the Ontario Superior Court of
Justice seeking, among other things, its appointment as interim
receiver over the property, assets and undertaking of Hemosol
Corp. and Hemosol LP and approving interim financing by Hemosol's
secured creditors in the amount of $2 million.

                          About Hemosol

Hemosol Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/
-- is an integrated biopharmaceutical developer and manufacturer
of biologics, particularly blood-related protein based
therapeutics.

                          *     *     *

                     Credit Facility Default

On Nov. 22, 2005, Hemosol reported that it defaulted in the
payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.

                            Lay-Offs

On Oct. 28, 2005, the company served approximately two thirds of
its employees with layoff notices.  The layoffs were necessary in
order for the company to conserve its remaining cash and to
continue to pursue potential strategic relationships and various
financing options.

On Nov. 9, 2005, the company said that its reduced workforce and
limited resources have caused Hemosol to suspend the provision of
bio-manufacturing services to third parties and, accordingly,
the Company and Organon Canada Ltd. reached a mutual agreement
to terminate the Manufacturing and Supply Agreement dated
Sept. 24, 2004.  This termination is effective immediately and
was implemented without additional cost or penalty to either
party.


HOMER CITY: S&P Affirms $875MM Bond's Rating With Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Homer
City Funding LLC's $875 million senior secured bonds following the
rating agency's annual review of the company.  The outlook is
stable.
     
The ratings on Homer City reflect primarily its stand-alone credit
quality.  However, Standard & Poor's continues to link its ratings
on Homer City to its controlling parent, Edison Mission Energy,
which is currently rated 'B+'.  Typically, a wholly owned
subsidiary is not rated higher than its 100% owner.

However, in this case, because of perceived strong economic
incentives that would discourage EME from harming Homer City in
the event of credit deterioration or filing the entity for
bankruptcy protection, Standard & Poor's has delinked the ratings.
     
The stable outlook reflects the stand-alone outlook on the Homer
City project, which continues to operate well given high natural
gas prices.  While the outlook on its affiliate, EME and other EME
entities were revised to positive, given the proposed refinancing
at the EME level, Standard & Poor's concluded that Homer City's
outlook would remain stable.  Homer City has commenced a
preliminary engineering assessment to determine the economics of
adding new emissions control equipment at the plant by 2009, and
expects to reach an investment decision during 2006.  The addition
of this equipment would result in large capital expenditures.  
Once the magnitude and financing plan for the emissions control
equipment is known, Standard & Poor's may again review the rating
and outlook.
     
There is little chance for an upgrade until Standard & Poor's is
comfortable that Homer City has a plan in place for this equipment
and Homer City locks in strong gross margins on a longer-term
basis, leaving debt-service coverage ratios similar to our
original rated case.

"An upgrade would also require an improvement in EME's credit
rating, and a downgrade could occur if spark spreads reduce
substantially and Homer City is unable to make necessary capital
improvements," said Standard & Poor's credit analyst Arleen
Spangler.  "The rating on Homer City will continue to be linked to
the rating on EME, so a downgrade of EME could lead to a downgrade
of Homer City," she continued.


INCO LTD: Increases Offer for Falconbridge's Assets
---------------------------------------------------
Inco Limited and Falconbridge Limited reported that their
respective Boards of Directors have unanimously agreed to an
increase in the value of Inco's friendly offer to acquire all of
the outstanding common shares of Falconbridge by C$5 to C$51.17
per share (based on Inco's closing share price on the TSX of
$73.80 on May 12, 2006).  The share component of the consideration
remains unchanged.

Rachelle Younglai at Reuters reports, Inco increased the cash
component of its original C$12 billion offer for Falconbridge,
boosting the total value of the deal to C$19 billion.

"The enhanced terms reflect the change in metal market dynamics
and the additional value created in Falconbridge because of higher
metal prices," said Scott Hand, Chairman and Chief Executive
Officer of Inco Limited.  "They also demonstrate our continuing
conviction that combining Inco and Falconbridge to create the
great company that the new Inco will be is in the best interests
of shareholders of both companies over the long term."

"This is the right deal with the right company," said Derek
Pannell, Chief Executive Officer of Falconbridge Limited.  "The
mining world has long understood that Inco and Falconbridge are
logical partners and this has only been underscored by the
improved metals market environment.  Falconbridge has been
actively creating value for its shareholders and that value is
reflected in this enhanced offer."

"The added cash will provide our shareholders with about
CDN$1.9 billion more in value compared with the original deal
negotiated with Inco," Mr. Pannell added.  "In addition, the
tangible synergies available to the combined company are much
greater under current metals prices than previously estimated and
are focused directly on enhancing our operating platform, rather
than simply eliminating corporate overlap and jobs.  Assuming
completion of this deal, Falconbridge shareholders will own
approximately 47% of the combined company and will continue to
benefit from increased earnings due both to higher metals prices
and to the very significant operating synergies that will result
from combining our two great companies."

"Our new offer demonstrates our commitment to realize the
outstanding value that only the combination of these two companies
can offer," Mr. Hand continued.  "At the same time, as we work
aggressively to complete the Falconbridge transaction, Inco will
continue to evaluate appropriate strategic alternatives that would
serve the best interests of our shareholders."

                 Terms of the Support Agreement

Under the terms of the revised support agreement, Inco will offer
CDN$51.17 in cash or 0.6927 of an Inco Common Share plus CDN$0.05
in cash for each Falconbridge common share.  Falconbridge's common
shareholders will have the right to elect to receive all cash or
all Inco Common Shares (plus CDN$0.05 per Falconbridge Common
Share), subject to pro ration based upon the maximum amount of
cash and Inco Common Shares offered.  Under the terms of this
offer, the maximum amount of cash to be paid by Inco will be
approximately CDN$4.8 billion, and the maximum number of Inco
Common Shares to be issued will be approximately 201 million,
taking into account the conversion of Falconbridge's outstanding
convertible debt securities and outstanding share options.  
Assuming full pro ration of these maximum amounts, this would mean
CDN$12.50 in cash and 0.524 of an Inco Common Share for each
Falconbridge Common Share subject to the offer.

The revised support agreement also provides for the payment of a
fee of up to $450 million to Inco by Falconbridge in the event
that the acquisition is not completed for the reasons set forth in
the original agreement.

At the time the acquisition was announced on Oct. 11, 2005, the
two companies estimated that synergies and cost savings resulting
from their combination would total $350 million per year as a
result of improved efficiencies and better use of resources,
primarily in the Sudbury basin.  Because the improved efficiencies
will result in higher throughput, the total value of the synergies
increases with higher metals prices.  Using current analyst
consensus prices, the annual synergies increase to $375 million
and the total net present value of the synergies increases to
$2.8 billion, and would be even higher using today's commodity
prices.

"The recent gains in copper and nickel markets and their
outstanding prospects going forward make our transaction look even
better today than when it was first announced," said Mr. Hand.

The Inco-Falconbridge combination will create a mining and metals
powerhouse, with outstanding growth prospects and a truly unique
opportunity to create significant value for shareholders going
forward.  "As we have said, the combined company will have some of
the best mines and project pipelines in nickel and copper, two
metals we believe have the best economic fundamentals over the
next few years," said Mr. Hand.

The new Inco will create:

   * the world's largest nickel producer, with pro forma combined
     estimated 2006 nickel output of 815 million pounds, forecast
     to climb to approximately one billion pounds in 2009;

   * a leading copper producer, with pro forma combined estimated
     2006 production of 1.4 billion pounds, and the potential to
     almost double production by 2011;

   * a diversified base metals company, with excellent positions
     in cobalt, zinc, platinum-group metals and aluminum;

   * a leading position in combined estimated proven and probable
     nickel mineral reserves from both sulphide and nickel
     laterite deposits and a leading portfolio of existing and
     greenfield nickel properties;

   * a globally diverse company with extensive operations in North
     and South America, Asia, the South Pacific and Europe;

   * a financially robust company with pro forma combined revenues
     of approximately $4 billion for the three months ended    
     March 31, 2006 and pro forma combined cash flow from
     operations before changes in working capital of $971 million
     for the same period;

   * a "best-in-class" management team and global workforce.

"This transaction will benefit not just the shareholders of both
companies but other stakeholders as well, including our employees
and the communities where we operate," says Mr. Hand.  "We've been
extremely gratified by the broad-based stakeholder support that we
have received since we announced this acquisition."

Inco and Falconbridge continue to work with the U.S. Department of
Justice and the European Commission in connection with their
respective reviews of our pending transaction.

Based on current First Call consensus mean estimates, this
transaction would be significantly accretive to Inco in the first
full year after the acquisition from a cash flow perspective, and
accretive from an earnings perspective.  It will allow Inco to
retain its investment grade credit rating.

Assuming all Falconbridge common shares are tendered, on
completion of the transaction current Inco shareholders would hold
approximately 53% and former Falconbridge shareholders would hold
approximately 47% of the fully diluted Inco common shares (in
addition to the CDN$4.8 billion aggregate cash consideration to be
received by Falconbridge shareholders as noted above).

The Board of Directors of Falconbridge has unanimously determined
that the offer is fair from a financial point of view and will
recommend that its shareholders accept the offer from Inco.  CIBC
World Markets, Falconbridge's financial advisor, has provided an
opinion to the Falconbridge Board of Directors that the offer is
fair from a financial point of view. Morgan Stanley, RBC Capital
Markets, and Goldman Sachs & Co., Inco's financial advisors, have
each provided an opinion to the Inco Board of Directors that the
offer is fair from a financial point of view.

Inco has received sufficient commitments from the Morgan Stanley,
Goldman, Sachs & Co., Royal Bank of Canada and Bank of Nova Scotia
organizations to finance the cash portion of the offer.

Mailing to Falconbridge shareholders of the terms of the revised
Offer and the recommendation of the Falconbridge Board of
Directors' Circular in support of the revised Offer is expected to
occur in the next two weeks.  The Offer is subject to certain
conditions of completion, including receipt of all necessary
regulatory clearances and acceptance of the Offer by Falconbridge
shareholders owning not less than 66-2/3% of the Falconbridge
common shares on a fully diluted basis.  Once the 66-2/3%
acceptance level is met, Inco intends, but is not required, to
take steps to acquire all outstanding Falconbridge common shares.

Morgan Stanley, RBC Capital Markets and Goldman, Sachs & Co. are
acting as financial advisors to Inco and CIBC World Markets is
acting as financial advisor to Falconbridge.  Osler, Hoskin, &
Harcourt and Sullivan & Cromwell LLP are acting as legal advisors
to Inco and McCarthy Tetrault are acting as legal advisors to
Falconbridge.

                       About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited  
(TSX:FAL.LV; NYSE:FAL) -- http://www.falconbridge.com/-- is a  
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and offices
in 18 countries.  The Company owns nickel mines in Canada and the
Dominican Republic and operates a refinery and sulfuric acid plant
in Norway.  It is also a major producer of copper (38% of sales)
through its Kidd mine in Canada and its stake in Chile's
Collahuasi mine and Lomas Bayas mine.  Its other products include
cobalt, platinum group metals, and zinc.

                           About Inco

Inco Limited (TSX, NYSE:N - News News) -- http://www.inco.com/--  
is the world's #2 producer of nickel, which is used primarily for
manufacturing stainless steel and batteries.  Inco also mines and
processes copper, gold, cobalt, and platinum group metals.  It
makes nickel battery materials and nickel foams, flakes, and
powders for use in catalysts, electronics, and paints.  Sulphuric
acid and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in Canada,
Indonesia, and the UK.

                          *     *     *

Standard & Poor's Ratings Services placed its 'BB+' rating on
Inco's $250 million subordinated convertible debentures in March
2003.


INEX PHARMA: Balance Sheet Upside-Down by C$21.4 Mil. at Dec. 31
----------------------------------------------------------------
Inex Pharmaceuticals Corporation incurred a C$9.4 million net loss
for the year ended Dec. 31, 2005, as compared to C$33.7 million
for 2004.

The significantly lower net loss in 2005 is partly attributable to
the termination of the Enzon Pharmaceuticals Corporation
development and commercialization partnership for Marqibo that
resulted in the recognition of C$11.2 million of deferred revenue
and C$4 million of development expense recovery and milestone
payments during the first quarter of 2005.

In the second quarter of 2006, INEX expects to complete a license
agreement for its Targeted Chemotherapy products with Hana
Biosciences, Inc., that will include an up-front payment of
US$11.5 million consisting of cash and Hana shares.

At Dec. 31, 2005, the Company's balance sheet showed C$21.4
million in total assets and C$42.9 million in total liabilities,
resulting in a C$21.4 million total shareholders' deficiency.

INEX's December 2004 and June 2005 workforce reductions and
program cut backs have generated further savings as reflected in
reduced research and development and general and administrative
expenses in 2005 as compared 2004.  Furthermore, amortization
expense decreased by C$4.5 million in 2005 as compared to 2004
largely due to the Company's Lynx medical technology being written
off to nil through a C$3.4 million impairment loss in the fourth
quarter of 2004 and therefore no ongoing amortization expense for
this technology in 2005.

Revenue from research and development collaborations, licensing
fees and milestone payments was C$15.4 million for 2005 as
compared to C$14.6 million for 2004.  Revenue in 2005 was
primarily a consequence of the recognition of deferred revenue and
a one-time payment as a result of the termination of the Enzon
partnership.  All of INEX's 2005 revenue was earned or recognized
in the first quarter.  In the second quarter of 2006, INEX expects
to complete a license agreement to its Targeted Chemotherapy
products with Hana that will include an up-front payment of
$11.5 million consisting of cash and Hana shares.  Also, INEX
expects to transfer its product expertise to Hana under a
technology transfer agreement under which it will be reimbursed
for time spent.

                        Restructuring costs

Net restructuring costs for the year ended Dec. 31, 2005, were
$5.7 million and were $5.1 million for the year ended
Dec. 31, 2004.  In December 2004, following the Dec. 1, 2004,
Oncologic Drugs Advisory Committee vote to not support accelerated
approval for Marqibo INEX scaled back certain activities and
implemented a workforce reduction of approximately 62% or 103
employees.  INEX further reduced its workforce on June 21, 2005
from 57 to 30 employees (8 of which were interim employees
resulting in a total of 22 full time employees).  This
restructuring was necessary to conserve cash and to facilitate a
new strategic path for INEX's lead anticancer drug Marqibo, the
other Targeted Chemotherapy products and the early stage Targeted
Immunotherapy pipeline.

                  Protiva Biotherapeutics Investment

During the second quarter of 2005, INEX's Long-term Investment
balance was reduced to nil as a result of the continued losses
incurred by Protiva Biotherapeutics Inc., a company INEX spun out
in 2001, as INEX's percentage of losses, based on ownership
percentage, exceeded its initial investment.  Consequently, and
according to the Company's existing investment policy, the
remaining deferred dilution gain was recognized.

In the third quarter of 2005, Protiva issued new share capital
thereby reducing INEX's ownership percentage from 34% to 7% that
in turn gave rise to a dilution gain of $1.2 million.  INEX also
recorded $0.9 million as amortization of earlier dilution gains
giving a total 2005 dilution gain from its Protiva investment of
$2.1 million.  INEX's equity in Protiva's loss for 2005 was
$1.7 million and an impairment loss of CA$0.2 million on the
balance of the investment in Protiva was recorded.  As a result of
INEX's dilution in this investment, it no longer has significant
influence over Protiva so now applies the cost method of
accounting to this investment.

On March 28, 2006 INEX announced receipt of a statement of claim
filed by Protiva in the Supreme Court of British Columbia.  Under
INEX's agreements with Protiva, INEX believes it has certain
rights to obtain a fully paid-up, exclusive license from Protiva
for certain oligonucleotide technology.  In its statement of
claim, Protiva is asking for a declaration that INEX has no claim
over the disputed technology. Protiva has also asked for relief
against certain of INEX's directors and officers in connection
with this dispute.  INEX disputes all claims made by Protiva and
intends to vigorously enforce its rights.

                 Corporate Strategic Initiatives

Inex also disclosed that it expects the two corporate strategic
initiatives it launched in 2005 with the intention of maximizing
stakeholder value for all Company assets will be achieved during
2006.

The two initiatives are the spin-off of the Company's Targeted
Immunotherapy platform and product candidates into a new debt-free
company and the partnering of its Targeted Chemotherapy drugs to a
company with the technical and financial capability to
commercialize them.

Targeted Immunotherapy Spin Out

On Jan. 26, 2006, INEX shareholders voted 98.3% in favor of
spinning out the Targeted Immunotherapy assets into a new debt-
free public company, called Tekmira Pharmaceuticals Corporation.   
INEX expects to receive the necessary court and regulatory
approvals to implement the plan over the next few months.

Before INEX can implement the plan, on May 18, 2006 the British
Columbia Court of Appeal will hear appeals from INEX and from
Stark Trading and Shepherd Investments Ltd.

INEX is appealing the Supreme Court of British Columbia's ruling
that provided the holders of INEX's outstanding convertible
promissory notes the right to a separate vote on INEX's spin-out
plan.  Stark is appealing the Court's ruling that the spin out of
Tekmira can take place given the terms of the convertible debt and
the Court's decision to dismiss Stark's bankruptcy petition.

INEX believes that the decisions of the Court dismissing the
bankruptcy petition and ruling that the spin out can take place
given the terms of the convertible debt were correct rulings and
INEX will continue to defend its position with respect to these
decisions.

Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX.  The promissory
notes are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at maturity.

Targeted Chemotherapy Partnership

On March 17, 2006, INEX disclosed that it has signed a Letter of
Intent to license three products from its Targeted Chemotherapy
pipeline to Hana.  Upon closing of the transaction, expected
during the Second Quarter of 2006, Hana will pay INEX
US$11.5 million in an upfront payment, consisting of cash and Hana
shares.  INEX will receive an additional US$30.5 million if
development and regulatory milestones are achieved and will also
receive royalties on product sales.

Hana will be responsible for all future development of the three
products including all future expenses.  INEX will support Hana in
the near term to transfer knowledge and expertise and to ensure
the products can be advanced as quickly as possible and will also
be reimbursed for this support.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said achievement of the spin out and the license agreement will
set INEX on a new course for the future.

"We are pleased that the two initiatives we began last year to
maximize the value of the Company's assets are both likely to be
successfully completed in 2006," said Ruane.

"As a result, INEX will have financial stability into 2007 and
will undertake new corporate objectives, including working with
the University of British Columbia to develop a new generation of
drug delivery technology."

                             Abut INEX

INEX Pharmaceuticals Corporation (TSX: IEX)
-- http://www.inexpharma.com/-- is a Canadian biopharmaceutical  
company developing and commercializing proprietary drugs and drug
delivery systems to improve the treatment of cancer.


INLAND FIBER: Eisner LLP Raises Going Concern Doubt
---------------------------------------------------
Eisner, LLP, in New York, raised substantial doubt about Inland
Fiber Group, LLC, fka U.S. Timberlands Klamath Falls, LLC'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
receipt of Notices of Default and Acceleration of Maturity of the
Notes under the indenture governing the Company's $225 million of
Senior Notes due in 2007.

                        Notices of Default

The Trustee for the Company's $225 million 9-5/8% Senior Notes due
2007 under the Indenture alleged and the Court of Chancery of the
State of Delaware determined that the Company violated certain
covenants contained in the Indenture.  The Trustee is not named in
the Company's SEC filing.

In January 2005 and July 2005, the Trustee sent the Company
Notices of Default and Acceleration declaring the unpaid principal
and any accrued interest on the Notes to be immediately due and
payable.  Accordingly, the Notes have been classified as a current
liability in the accompanying balance sheet at Dec. 31, 2005, and
2004.

The Company timely paid to the Trustee the semi-annual interest
payment on the Notes due Nov. 15, 2004.  The Company said that the
Trustee subsequently withheld approximately $4.8 million, which
was reduced to approximately $2.8 million, from that payment to
fund its cost of litigation against the Company and paid the
noteholders a corresponding reduced amount of interest.

The Company believes the Trustee did not have the right to
withhold that amount and is responsible to pay those interests to
the noteholders.  In December 2004, the Company commenced
litigation against the Trustee.

As of Dec. 31, 2005, the Company has not made its semi-annual
interest payments on the Notes, due on May 15 and Nov. 15, 2005,
which amounted to $21,656.  The non-payment constitutes an event
of default under the Indenture.

               Pre-Negotiated Reorganization Plan

Inland Fiber Group, LLC, and Fiber Finance Corp. reached a
tentative agreement with the Trustee for the Company's
$225 million 9-5/8% Senior Notes due 2007 to resolve their  
outstanding disputes.

Under the terms of the tentative agreement, the Company or its
nominee would purchase all of the outstanding notes at a price of
69% of the principal amount of the notes through a pre-negotiated
plan of reorganization.

The agreement would include the settlement of the alleged existing
defaults, the termination of all pending litigation and a release
of all the parties.  

Completion of the contemplated settlement is subject to a number
of conditions, including the commitment to support a pre-
negotiated plan of reorganization to effectuate the settlement by
a sufficient number of noteholders and holders of a sufficient
face value of notes to be acceptable to the Company, and the
receipt by the Company of financing sufficient to fund the
settlement.

The Company has agreements in principle for the financing, which
are subject to the negotiation and execution of definitive
documentation and confirmatory due diligence.

The Company expects to finalize its financing arrangements within
the next several weeks.  The contemplated settlement is the result
of negotiations between the Company and the Trustee.

                            Financials

For the year ended Dec. 31, 2005, the Company reported a
$35,119,000 net loss on $13,305,000 of total revenues.

At Dec. 31, 2005, the Company's balance sheet showed $84,775,000
in total assets and $253,471,000 in total liabilities, resulting
in a $168,696,000 members' interest deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $1,713,000 in total current assets available to pay
$253,471,000 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?903

                       About Inland Fiber

Inland Fiber Group, LLC, fka U.S. Timberlands Klamath Falls, LLC,
grows trees, and sells logs, standing timber and timberland.  The
Company owns approximately 162,000 fee acres of timberland and
cutting rights on approximately 64,000 acres of timberland in
Oregon east of the Cascade Range.  These logs are processed for
sale as lumber, plywood and other wood products, primarily for use
in new residential home construction, home remodeling and repair
and general industrial applications.  The Company also owns and
operates its own seed orchard and produces approximately 3,000,000
conifer seedlings annually from its nursery, approximately 50% of
which are used for its own internal reforestation programs, 20%
are sold to affiliates, with the balance sold to other forest
products companies.


J.J. MOORE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.J. Moore Sales, Inc.
        8119 Wattsburg Road
        Erie, Pennsylvania 16509
        Tel: (814) 825-6200
        Fax: (814) 825-2224

Bankruptcy Case No.: 06-10493

Type of Business: The Debtor is a home furnishing company
                  specializing in custom-made doors.
                  See http://www.jjmooresales.com/

Chapter 11 Petition Date: May 11, 2006

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Debtor's Counsel: Michael S. Jan Janin, Esq.
                  Quinn Buseck Leemhuis Toohey & Kroto Inc.
                  2222 West Grandview Boulevard
                  Erie, Pennsylvania 16506-4508
                  Tel: (814) 833-2222

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Thermo-True Virginia Ltd. Co.    Promissory Note       $366,521
1687 Woodlands Drive
Maumee, OH 43537

ODL, Inc.                                               $84,840
215 East Roosevelt Avenue
Zeeland, MI 49464

Willbrook Employment Service                            $79,598
3939 West Ridge Road, Suite A
Erie, PA 16506

Plastpro, Inc.                                          $74,884

Endura Products                  Trade Debt             $68,503

Weiser Lock                                             $47,639

Distributed Network Software                            $27,810

Windsor Republic Doors                                  $27,517

Advanta Business Cards                                  $22,078

Infor Global Solutions                                  $16,941

S. Parker Hardware Mfg. Corp.                           $16,582

Bank of America                                         $10,243

Gossen Corp.                                             $9,866

Access Hardware, Inc.                                    $9,441

Lawrence Hardware, Inc.                                  $6,606

Citgo Petroleum Corp.                                    $6,550

S&S Packaging Products, Inc.                             $6,420

General Partitions Mfg. Corp.                            $6,005

Bayform                                                  $5,134

Keystone Ato. Ind. Inc.                                  $4,618


J.P. MORGAN: Fitch Holds BB+ Rating on $16.3 Mil. Class G Certs.
----------------------------------------------------------------
Fitch Ratings upgrades and removes from Rating Watch Positive
Class F of J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates, series 1997-C4, to:

    -- $26.4 million class F to 'AAA' from 'AA'.

In addition, Fitch affirms these classes:

    -- Interest-only class X at 'AAA';
    -- $9.4 million class C at 'AAA';
    -- $20.3 million class D at 'AAA';
    -- $6.1 million class E at 'AAA';
    -- $16.3 million class G at 'BB+'.

Fitch does not rate the $12.2 million class NR certificates.
Classes A-1, A-2, A-3 and B have paid in full.

The upgrade reflects increased credit enhancement levels resulting
from loan payoffs and amortization.  As of the April 2006
distribution date, the pool's aggregate balance has been reduced
by 75% to $90.8 million from $407.0 million at issuance.  The
trust has had no realized losses to date.

Two loans (8.0%) are currently in special servicing and are both
90 days delinquent.  The largest loan in special servicing (7.0%)
is secured by a 259-unit skilled nursing home in Bloomington,
Illinois.  The loan is 90 days delinquent and the special servicer
has accepted a discounted payoff offer in the amount of $6.2
million which is expected to close by the end of May.  The other
specially serviced loan (1.0%) is secured by a multifamily
property in Huntsville, Texas.  The borrower filed bankruptcy back
in May 2005.  In addition, the borrower has been in litigation
with Home Depot and its developer for some time due to the
borrower's claim that the development of a Home Depot located
adjacent to the property has shifted the property's foundation.
The court has awarded the borrower with a settlement.  The
borrower's attorney is now negotiating a settlement with the
developer.

Fitch remains concerned about the healthcare (11%) concentration
in the pool.


JACK NAPOR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jack Napor
        213 Tech Road
        Pittsburgh, Pennsylvania 15205

Bankruptcy Case No.: 06-22117

Type of Business: The Debtor previously filed for chapter 11
                  protection on Dec. 12, 2003 (Bankr. W.D. Pa.
                  Case No. 03-35516).

Chapter 11 Petition Date: May 11, 2006

Court: Western District of Pennsylvania (Pittsburgh)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KAISER ALUMINUM: District Court Affirms Confirmation Order
----------------------------------------------------------
Judge Joseph Farnan of the U.S. District Court for the District of
Delaware affirmed Judge Judith K. Fitzgerald's Order confirming
Kaiser Aluminum Corporation's Plan of Reorganization dated
Feb. 6, 2006.

The District Court adopts the Bankruptcy Court's findings of fact
and conclusions of law regarding the Confirmation Order.

In a 16-page Memorandum Opinion, Judge Farnan concludes that the
insurance policies are properly considered "property of the
estate" pursuant to Section 541.  Thus, the Bankruptcy Court had
in rem subject matter jurisdiction to adjudicate the assignment
issues related to those policies.

Judge Farnan says he reviewed the cases cited by the Insurers and
found them to be inapplicable to the circumstances in the case.

"While there is a split among the courts regarding whether these
policies are properly considered property of the estate, that
division of authority is based on the issue of whether those
policies truly benefit the estate, a debate which does not exist
in the context of general or product liability insurance
policies," Judge Farnan explains.

The other cases either involves Chapter 7 cases, the obligations
of the insurer to pay on policies, or lien priority and attachment
issues, all of which are irrelevant to the case, Judge Farnan
notes.

Judge Farnan points out that the Pacific Gas decision was issued a
year before the Third Circuit's decision in Combustion
Engineering.  In any event, the Pacific Gas decision is not
binding on the District Court.

Hence, the District Court finds that the Bankruptcy Court did not
err in concluding that the Bankruptcy Code preempts the anti-
assignment clauses in the Reorganizing Debtors' insurance
policies.

A full-text copy of the Judge Farnan's Memorandum Opinion and
Order is available for free at:

      http://bankrupt.com/misc/FarnanAffirmMemo&Order.pdf

                     Insurers File Reply Briefs

Before the District Court's plan confirmation, Thomas G. Whalen,
Jr., at Stevens & Lee, P.C., in Wilmington, Delaware, asserts that
the Plan Proponents and the Future Claimants Representative simply
sidestep the main issue on the case -- that the Bankruptcy Court
did not have jurisdiction to make Confirmation Findings that
permitted the assignment of rights to receive insurance proceeds
for claims that can now only be asserted against the Funding
Vehicle Trust.

Mr. Whalen, on behalf of the Century Insurers, explains that
Judge Fitzgerald did not have that jurisdiction because the
Bankruptcy Court's subject matter jurisdiction is limited to
property of the Debtors' estate.

Mr. Whalen asserts that the rights to receive insurance proceeds
for Channeled Personal Injury Claims that can only be asserted
against the Funding Vehicle Trust are not "property of the estate"
because:

    -- these rights never existed as of the commencement of the
       Reorganizing Debtors' cases; and

    -- under the structure of the Plan of Reorganization, these
       rights can never exist under applicable California law.

As a matter of procedural due process, any determination of the
extent of the Reorganizing Debtors' state law rights in the
property requires a declaratory judgment, which could be done
under an adversary proceeding, Mr. Whalen further asserts.

The Confirmation hearing, however, was not an adversary
proceeding, Mr. Whalen contends.  The Confirmation hearing was a
contested matter under Rule 9014 of the Federal Rules of
Bankruptcy Procedure.  Hence, the Bankruptcy Court lacked
jurisdiction to summarily issue declaratory relief as to whether
these rights existed.

For these reasons, the Century Insurers ask the District Court to
reverse the portion of the Confirmation Order permitting
assignment of rights to receive insurance proceeds,
notwithstanding anti-assignment provisions in the policies and
otherwise applicable state law.

The CNA Insurers, on the other hand, ask Judge Farnan to reject
the memoranda submitted by the Reorganizing Debtors' Plan
constituencies.

The CNA Insurers' attorney, Norman Monhait, Esq., at Rosenthal,
Monhait & Goddess, P.A., in Wilmington, Delaware, tells the
District Court that Judge Fitzgerald's rulings on preemption of
the CNA Insurers' contract rights pursuant to Section 1123(a)(5):

    (a) attempt to override their insurance contracts with the
        Reorganizing Debtors in violation of the fundamental
        bankruptcy principles;

    (b) ignore canons of statutory construction in reading new
        powers for the debtor-in-possession and the Bankruptcy
        Court into Section 1123(a)(5) not intended by Congress;
        and

    (c) ignore the constitutional and statutory limits on the
        Bankruptcy Court's Article I power.

For these reasons, the CNA Insurers ask the District Court to:

    -- reverse the Bankruptcy Court's determination that the
       Bankruptcy Code preempts certain insurers' "no assignment"
       clauses contained in their insurance policies; and

    -- affirm the balance of the Bankruptcy Court's rulings.

The CNA Insurers believe that the dispute with the Reorganizing
Debtors can and should be resolved as part of the on-going
"Coverage Litigation" initiated by Kaiser Aluminum Corporation,
et al., in the state court prior to the Petition Date.

Republic Insurers' attorney, Christopher M. Winter, Esq., at
Duane Morris LLP, in Wilmington, Delaware, tell Judge Farnan that
the assignment of the Insurers' rights will harm the Republic
Insurers in several ways.

Mr. Winter argues that the assignment of the Republic Insurers'
rights will radically alter the relationships on which the
insurance contracts are based.  The assignment will also:

    -- eliminate the Republic Insurers' contractual rights to
       obtain the cooperation of the insureds and participate in
       and control the defense, litigation, and settlement of
       asbestos claims; and

    -- increase the number of insureds under the insurance
       contracts.

The Republic Insurers are concerned that their rights will be
replaced with a lenient administrative process that would exclude
insurers, process and pay claims that would never be paid in the
tort system under the influence of plaintiff lawyers who are
seeking payment on asbestos claims, Mr. Winter relates.

Moreover, Mr. Winter asserts that In re Combustion Eng'g, Inc.,
391 F.3d 190 (3d Cir. 2005), did not decide the preemption issue
under Section 1123(a)(5).  To the contrary, the Third Circuit, in
the Combustion Engineering case, neither analyzed nor decided the
preemption issue.  Rather, In re Pacific Gas & Electric Corp.,
350 F.3d 932 (9th Cir. 2003), is the only case that actually
addressed the scope of preemption under Section 1123(a)(5).

The Plan Proponents' interpretation of Section 1123(a)(5)
conflicts with the other provisions of the Bankruptcy Code and
would lead to absurd results, Mr. Winter says.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Earns $38.4 Million in Quarter Ended March 31
--------------------------------------------------------------   
Kaiser Aluminum reported net income of $38.4 million for the
quarter ended March 31, 2006, compared to $8.3 million for the
same period in 2005, driven by strong broad based demand for
fabricated aluminum products, particularly in the aerospace and
high strength products.

Net sales for the first quarter reached $336.3 million, up 20%
from the same period in 2005 when the company reported net sales
of $281.4 million.  The improvement is attributed to an 11%
increase in average realized prices, primarily reflecting higher
underlying aluminum prices, and a 7% increase in shipments.

"Favorable market conditions are broad based and look to be
sustainable in the near term," Jack A. Hockema, president and CEO
of Kaiser Aluminum said.  "At the same time our first quarter
operating income reflects more than $15 million of reported income
from non-run-rate benefits such as metal profits, mark-to-market
gains, and lower major maintenance costs."

                            The Plan

The company's second amended plan of reorganization was accepted
by all classes of creditors entitled to vote on it and, on
February 8, 2006, the POR was confirmed by the U.S. Bankruptcy
Court for the District of Delaware.  The confirmation order
remains subject to motions for review and appeals filed by certain
insurers and must still be adopted or affirmed by the United
States District Court.  Other significant conditions to emergence
include completion of the company's exit financing, listing of the
new common stock on the NASDAQ stock market and formation of
certain trusts for the benefit of different groups of tort
claimants.

As provided in the Plan, once the Bankruptcy Court's confirmation
order is adopted or affirmed by the District Court, even if the
affirmation order is appealed, the company can proceed to emerge
if the District Court does not stay its order adopting or
affirming the confirmation order and the key constituents in the
Chapter 11 proceedings agree.  Assuming the court adopts or
affirms the confirmation order, the company believes that it is
possible that it will emerge during the second quarter of 2006 or
early in the third quarter of 2006.  No assurances can be given
that the Bankruptcy Court's confirmation order will ultimately be
adopted or affirmed by the District Court

                      About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KUSHNER-LOCKE: Wants to Use Bank Lenders' Cash Collateral
---------------------------------------------------------
The Kushner-Locke Company and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California for
permission to use cash collateral, securing repayment of their
debt to JPMorgan Chase Bank and other lenders under a Credit,
Security, Guaranty and Pledge Agreement, dated as of
June 19, 1996.

When they filed for bankruptcy protection, the Debtors owe the
bank lenders $67 million, plus around $8.9 million in accrued
interest and other fees.  The debt is secured by a lien on
substantially all of the Debtors' assets.

Charles D. Axelrod, Esq., at Stutman, Treister & Glatt, PC,
informs the Court that during the last six months, the Debtors
have continued to collect money from various prepetition
receivables.  The Debtors' collections from old receivables and
new sales have contributed to more than $2 million that the
Debtors are currently holding in their cash collateral account.  
The Debtors believe they have sufficient funds on hand to confirm
a plan of reorganization.  

The Debtors have now exchanged several drafts of their proposed
plan with the bank lenders, and will share the draft with the
Official Committee of Unsecured Creditors in the next several
weeks.  However, the Debtors still need a valuation of its assets
to complete their plan.  

Mr. Axelrod tells the Court the Debtors need the cash collateral
to fund preparations of a chapter 11 plan, and ultimately, an exit
from chapter 11.  Mr. Axelrod assures the Court that the Debtors
will use the cash collateral in accordance with a budget approved
by the bank lenders.  A copy of the Cash Collateral Budget is
available for a free at http://ResearchArchives.com/t/s?917  

To provide the bank lenders with adequate protection, the Debtors
will grant replacement liens and security interests to the extent
of any diminution in value of their collateral pursuant to
Sections 361 and 363 of the Bankruptcy Code.

Headquartered in Los Angeles, California, The Kushner-Locke
Company is a low-budget movie production studio.  The Company,
along with its debtor-affiliates filed for chapter 11 protection
on Nov. 21, 2001 in the U.S. Bankruptcy Court for the Central
District of California.  Charles D. Axelrod, Esq., at Stutman,
Treister & Glatt, PC, represent the Debtors in their
restructuring.  Bennett L. Spiegel, Esq., at Los Angeles,
California, represent the Official Committee of Unsecured
Creditors.  


LEGENDS GAMING: S&P Puts B- Rating on Proposed $65 Million Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '1' to Legends Gaming LLC's proposed $157
million senior secured credit facility, indicating Standard &
Poor's opinion that lenders can expect full recovery (100%) of
principal following a payment default.
     
At the same time, Standard & Poor's assigned its 'B-' rating and a
recovery rating of '3' to the company's proposed $65 million six-
year second-lien term loan, indicating Standard & Poor's
assessment that lenders would likely realize a meaningful recovery
of principal (50%-80%) in a payment default.

Standard & Poor's also assigned a 'B' corporate credit rating to
the company.  Pro forma for the transaction, Legends will have
$209 million in debt outstanding.  The outlook is positive.
     
Legends was formed to fund the $240 million acquisition of two
casinos:

   * Isle of Capri Vicksburg, and
   * Isle of Capri Bossier City,

from Isle of Capri Casinos Inc.  

The net proceeds from the proposed bank facilities, along with
cash contributed by the owners, will be used to fund this
acquisition and transaction expenses, with closing expected in the
summer of 2006.
     
The ratings on Legends reflect:

   * the company's high debt leverage;

   * relatively small pro forma cash flow base;

   * limited cash flow diversity; and

   * highly competitive market conditions in both Vicksburg and
     Bossier City.

In addition, it is Standard & Poor's belief that the positive
momentum in both of these markets, which have benefited from
population shifts post-Hurricane Katrina, is expected to
decelerate over time.  Given that the company plans to re-brand
these assets DiamondJacks, the rating agency also believes that
marketing costs to familiarize the new brand to its customers will
somewhat impact profitability over the near term.

An offset, however, is the fact that the company will retain the
customer database from these properties.


LIBERTY FIBERS: Ch. 7 Trustee Selling Rayon Building for $200,000
-----------------------------------------------------------------
Maurice K. Guinn, the chapter 7 Trustee overseeing the liquidation
of Liberty Fibers Corporation, fka Silva Acquisition Corporation,
asks the U.S. Bankruptcy Court for the Eastern District of
Tennessee to sell the Debtor's Rayon Filament Building to Tom's
Salvage for $200,000.  The trustee believes the contents are
subject to the lien claim of LaSalle Business Credit, LLC, which
does not object to the sale.

Tom's Salvage will pay the $200,000 purchase price in two equal
installments, with the first $100,000 payment due upon the
finality of the Court Order approving the sale.  The second
$100,000 payment is due 30 days after the Court order.

Tyler C. Huskey, Esq., at Gentry, Tipton, & McLemore, P.C., in
Knoxville, Tennessee, contends that Tom's Salvage's offer is the
highest and best offer for the property.

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor.  
The Bankruptcy Court converted the Debtor's chapter 11 case to a
chapter 7 proceeding on Nov. 21, 2005.  Maurice K. Guinn is the
chapter 7 Trustee for the Debtor's estate.  Robert M. Bailey,
Esq., at Gentry, Tipton & McLemore P.C., represents the chapter 7
Trustee.  When the Debtor filed for chapter 11 protection, it
listed $14,610,857 in assets and $20,024,777 in debts.


MEMPHIS HEALTH: Moody's Cuts Rating on $8.32 Million Bonds to B2
----------------------------------------------------------------
Moody's downgraded the underlying rating on the Memphis Health,
Education, and Housing Facilities Board's $8.325 million of
Multifamily Housing Revenue Bonds, Series 2000A to B2 from B1.  
The negative outlook is being maintained.

These bonds continue to be MBIA-insured and therefore benefit from
MBIA's Aaa rating.  Moody's does not rate the Subordinate Series
2000B bonds.  The multiple notch downgrade on the underlying
rating is due to continued taps to the Series A debt service
reserve fund.

The bonds were issued to finance the acquisition and renovation of
Hickory Pointe Apartments and to fund a debt service reserve fund.  
Hickory Pointe is a 240 unit garden style property located in the
southeast section of Memphis, TN.

The bonds are special limited obligations of the issuer payable
only from the trust estate:

   (i) lease payments to be made pursuant to a Lease agreement
       between the issuer and the borrower; and

  (ii) all the assets pledged under the trust indenture.

To secure payments due under the bonds, the trustee has a first
priority security interest in the project to secure the borrower's
obligations under the lease agreement.

The first transfer from the debt service reserve fund for Series
2000A bond occurred on January 1, 2005 to pay a portion of the
principal and interest on the Series 2000A bonds.  There were
subsequent transfers from the debt service reserve fund on July 1,
2005 and January 1, 2006.

The current remaining balance in the debt service reserve fund for
the Series 2000A bonds is approximately $495,000. The property has
not generated sufficient cash to pay some of the past due expenses
and to pay for capital improvements.  Since the borrower's default
under the lease agreement which triggered an event of default
under the indenture in mid 2004, MBIA, as the insurer of the
senior bonds, has been directing the flow of funds under the
indenture.

Physical occupancy has improved significantly to a reported rate
of approximately 97% as of February, 2006 according to the
property manager.  Delinquent accounts and collections, however,
continue to be an issue at the property.

   * Maintaining and improving occupancy at current levels
     while reducing concessions

   * Reducing delinquent accounts and improving collections

The negative outlook reflects the possibility of a further
downgrade if the property's financial position does not
significantly improve.  Moody's will continue to monitor the
property's occupancy rates, expenses, and debt service coverage
closely.

What could change the rating - UP

   * Clear signs of financial recovery such as improved net
     operating income and debt service coverage

   * Replenishment of debt service reserve fund

What could change the rating - DOWN

   * Continued deterioration of net operating income and debt
     service coverage

   * Further transfers from the debt service reserve fund


MIDWEST GENERATION: S&P Affirms B+ Corp. Credit & Sr. Sec. Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services' affirmed the 'B+' corporate
credit and senior secured ratings on Midwest Generation LLC.

At the same time, Standard & Poor's revised the outlook to
positive from stable to reflect the outlook revision on owner
Edison Mission Energy.  The positive outlook on EME reflects the
expectation that EME's financial position will improve once the
proposed tender and refinancing is completed.  The proposal
eliminates a considerable amount of refinancing risk at EME while
adding substantial liquidity.  Standard & Poor's also affirmed the
recovery ratings on MWG's secured debt.
     
MWG is indirectly wholly owned by independent power producer EME
and relies on payments from EME promissory notes to meet its lease
payments on the Powerton/Joliet lease.  MWG owns or leases 5,874
MW of base load, mid-merit, and peaking capacity in the MAIN
region in and around Chicago, Illinois.
     
The positive outlook reflects EME's positive outlook because of
MWG's reliance on EME for certain interest payments under an
intercompany note.  The positive outlook on EME reflects Standard
& Poor's expectation that the proposed refinancing, if executed,
will improve EME's financial position by eliminating significant
refinancing risk at EME in 2008 to 2011, while adding substantial
liquidity.  The positive outlook also takes into consideration
that there remains a large cash balance on the books at EME, a
portion of which is earmarked for repayment of the debt at Mission
Energy Holding Co.
      
"The rating could be raised if EME successfully repays the debt at
MEHC, margins and distributions remain good at Midwest Gen and
Homer City, and Homer City successfully finances the necessary
pollution-control equipment," said Standard & Poor's credit
analyst Arleen Spangler.

Absent these events occurring, the outlook could be revised to
stable, or the rating could be downgraded if Midwest Gen and Homer
City do not contribute cash as expected, or EME invests in new
projects that do not contribute more stable and predictable cash
flow.

"The ratings on Midwest Gen will remain tied to the ratings on
EME, so to the extent the EME ratings change, so will the Midwest
Gen ratings," she continued.


MISSION ENERGY: S&P Lifts Ratings to B- & Says Outlook is Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the corporate
credit ratings on Edison Mission Energy and its wholly owned
subsidiaries, Edison Mission Marketing and Trading.

At the same time, Standard & Poor's revised the outlook on EME to
positive from stable, and also raised the ratings on the debt of
EME's 100% owner, Mission Energy Holding Co. to 'B-' from 'CCC+'.
     
The ratings on EME and its direct owner, MEHC, reflect the credit
quality of the distributable cash flow from a portfolio of
generating assets.  The rating also takes into account the
financial risk of double and triple leverage at EME and MEHC.
     
The positive outlook on EME reflects Standard & Poor's expectation
that the financial position of the company and its major
subsidiaries will improve once the proposed tender and refinancing
is completed.  Although it is Standard & Poor's view that EME's
financial risk has stabilized, any significant, sustained
reduction in cash flow from operations from adverse business
conditions at the merchant assets may result in an outlook
revision or ratings downgrade.
      
"The current rating also anticipates that sufficient cash on hand
will be retained and used to fully repay MEHC debt and that Homer
City successfully finances the necessary pollution control
equipment," said Standard & Poor's credit analyst Arleen Spangler
"If wholesale markets improve dramatically and EME successfully
pays down the MEHC debt and diversifies its portfolio, then the
ratings could improve," she continued.


MORGAN STANLEY: Fitch Holds BB Rating on $10.6MM Class F. Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, series 1998-XL2 to:

    -- $75.9 million class B to 'AAA' from 'AA+';
    -- $42.4 million class C to 'AA+' from 'AA';
    -- $45.9 million class D to 'A+' from 'BBB' and
    -- $21.2 million class E to 'BBB' from 'BBB-'.

In addition, these classes are affirmed by Fitch:

    -- $8.8 million class A-1 at 'AAA';
    -- $467.1 million class A-2 at 'AAA';
    -- $10.6 million class F at 'BB' and
    -- Interest-only class X at 'AAA'.

The upgrades are the result of loan amortization and improved loan
performance.  As of the May 2006 distribution date, the
transaction's principal balance has decreased 4.9% to $672 million
from $706.5 million at issuance.  Based on an analysis of year-end
(YE) 2005 income and expenses, the Fitch stressed debt service
coverage ratio (DSCR) for the transaction has risen to 1.56 times
(x) from 1.34x at issuance.

The certificates are collateralized by seven fixed rate mortgage
loans consisting of four regional malls (62%) located in four
states, two portfolio loans which include 28 shopping centers
located in diverse geographic areas throughout the U.S. (29%), and
one office property (9%) located in a desirable suburban
Virginia/Washington D.C. office park.  The six retail loans all
have investment grade credit assessments.

The Crystal Park IV loan (9.0%), the only office property in the
transaction, is secured by a Class A-suburban office building
located in the Crystal City submarket of Arlington, Virginia.  
U.S. Air, a tenant which leased 34% of the property as recently as
YE 2005, vacated in March 2006 in a corporate reorganization
resulting from a previous bankruptcy filing.  As a result, the
property currently has a vacancy rate of 42%.  The current office
vacancy rate in this submarket is 13%.  Fitch has taken the
additional vacancy into account in its analysis.  Given the depth
of experience and presence the owner/manager of this property has
in that local market, Fitch anticipates the bulk of the vacant
space will be leased up before year-end 2006.

Two loans, the Edens & Avant Pools I & II (18.6% and 10.4%
respectively), are secured by anchored retail strip centers in the
northeast (Pool I - 14 centers) and southeast (Pool II - 14
centers plus securities substituting for two defeased properties).
As of YE 2005, the net cash flow (NCF) for Pool I increased 21%
above the NCF at issuance, while the NCF for Pool II has remained
stable.  All but two of the properties in Pool I have occupancy
levels above 91%.  Three of the 14 remaining properties in Pool II
have below market vacancy rates, including one property that is
being repositioned and rebuilt to accommodate a new grocery anchor
tenant.  Fitch will continue to monitor the ongoing occupancy
issues in this pool.

The Mall of New Hampshire (14.5%) and the Westside Pavilion
(14.0%) have both demonstrated improved performance.  As of YE
2005, their respective Fitch stressed DSCRs have risen to 1.49x
and 1.61x from 1.10x and 1.19x at issuance.

The remaining property, The Grapevine Mills value-centered mall in
Texas (22.1%), which is the largest loan in the transaction, has
maintained a stable NCF.  This loan is currently on the servicer's
watch list as a result of a pending SEC investigation of the Mills
Corporation accounting practices.


MORGAN STANLEY: Moody's Holds Low-B Rating on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Morgan Stanley
Dean Witter Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2003-HQ2:

   * Class A-1, $164,932,323, Fixed, affirmed at Aaa
   * Class A-2, $522,232,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $39,591,000, Fixed, affirmed at Aa2
   * Class C, $41,920,000, Fixed, affirmed at A2
   * Class D, $9,316,000, Fixed, affirmed at A3
   * Class E, $9,315,000, Fixed, affirmed at Baa1
   * Class F, $10,480,000, WAC, affirmed at Baa2
   * Class G, $8,151,000, WAC, affirmed at Baa3
   * Class H, $13,974,000, Fixed, affirmed at Ba1
   * Class J, $5,822,000, Fixed, affirmed at Ba2
   * Class K, $2,329,000, Fixed, affirmed at Ba3
   * Class L, $2,329,000, Fixed, affirmed at B1
   * Class M, $4,658,000, Fixed, affirmed at B2
   * Class N, $2,329,000, Fixed, affirmed at B3

As of the April 12, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 9.5% to
$842.7 million from $931.6 million at securitization.

The Certificates are collateralized by 52 loans, ranging in size
from less than 1.0% to 19.6% of the pool, with the top ten loans
representing 69.3% of the pool.  The pool includes four shadow
rated investment grade loans, which represent 39.0% of the pool.

The Tippecanoe Mall Loan, which represented 6.2% of the original
pool balance and was shadow rated Baa2, prepaid in 2005. Five
loans, representing 5.8% of the pool, have defeased and been
replaced with U.S. Government securities.

One loan has been liquidated from the pool resulting in an
approximate realized loss of $5.2 million.  There are currently no
loans in special servicing. Four loans, representing 6.63% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 86.1% and 83.3% of the pool,
respectively. Moody's weighted average loan to value ratio for the
conduit component is 83.9%, compared to 88.3% at securitization.  
However, as loans have exited the pool, the transaction has become
more concentrated. Accordingly, Moody's has affirmed its ratings.

The largest shadow rated loan is the 1290 Avenue of Americas Loan,
which represents a participation interest in the senior component
of a $385.0 million mortgage loan.  The loan is secured by a 2.0
million square foot, 43-story office building located in New York
City. Major tenants are Equitable Life Assurance and Morrison &
Foerster.

The property is currently 98.0% occupied, similar to
securitization. The loan sponsors are Jamestown and Apollo Real
Estate Investors.  The property is also encumbered by a $55.0
million non-pooled junior loan.  Moody's current shadow rating of
the senior component is A1, compared to A2 at securitization.

The second largest shadow rated loan is the Oakbrook Center Loan,
which represents a participation interest in a $227.4 million
mortgage loan.  The loan is secured by a mixed-use property
located in Oak Brook, Illinois that consists of an open-air
regional mall, three office buildings and a ground lease to a
hotel and a theater.

Oakbrook Center totals approximately 2.4 million square feet. The
mall is anchored by Lord & Taylor, Marshall Field's, Neiman
Marcus, Bloomingdale's Home, Nordstrom, and Sears.  The mall's in-
line occupancy is 93.4%, compared to 94.5% at securitization and
the office building's occupancy is 76.6%, compared to 75.5% at
securitization.  The loan sponsors are CalPERS and the Rouse
Company. Moody's current shadow rating is A1, compared to A3 at
securitization.

The third largest shadow rated loan is the 52 Broadway Loan, which
is secured by a 399,935 square foot office building located in New
York City.  The subject is 100.0% occupied by The United
Federation of Teachers at $22.50 per square foot net through 2034,
the same as at securitization.  The loan sponsors are Jack Resnick
& Sons and Lawrence Ruben and Company.  Moody's current shadow
rating is Baa1, the same as at securitization.

The fourth largest shadow rated loan is the TruServe Portfolio I
Loan, which is secured by three warehouse distribution facilities
located in Fogelsville, Pennsylvania, Springfield, Oregon and
Kingman, Arizona.  The buildings are 100.0% leased to TrueServ
Corporation as part of a sale-leaseback transaction.  The loan
sponsor is W.P. Carey & Company, LLC. Moody's current LTV and
shadow rating are 65.0% and Baa1 respectively, compared to 67.7%
and Baa1 at securitization.

The top three conduit loans represent 21.7% of the pool.  The
largest conduit loan is the Katy Mills Loan, which represents a
participation interest in a $148.0 million mortgage loan.  The
loan is secured by a 1.2 million square foot regional mall located
in Katy, Texas in the Houston MSA.

The mall is anchored by Bass Pro Shops, Burlington Coat Factory,
AMC Theaters, Bed, Bath & Beyond, and Marshall's.  The property is
89.7% occupied, compared to 92.8% at securitization.  The loan
sponsors are The Mills Corporation and KanAm.  The property's
performance has been impacted by a decline in rental income.
Moody's LTV is 91.1%, compared to 81.0% at securitization.

The second largest conduit loan is the ARC Portfolio Loan, which
is secured by 13 manufactured home communities located in Florida,
Colorado, Oklahoma, Texas, Idaho, Kansas and Wyoming. The
portfolio is 88.0% occupied, compared to 90.0% at securitization.
Moody's LTV is 79.8%, compared to 81.1% at securitization.

The third largest conduit loan is the DC Portfolio Loan, which is
secured by two mixed use properties located in Washington, DC. The
properties total 214,666 square feet and were built in 1890 and
renovated in 2000.  Uses include retail, residential and a museum.  
The loan is on the master servicer's watchlist because the
sponsors were indicted in September 2005 by a federal grand jury
on conspiracy, bribery, fraud and tax evasion charges. Moody's LTV
is 99.1%, compared to 92.8% at securitization.

The pool's collateral is a mix of retail, office and mixed-use,
industrial and self storage, multifamily, and U.S. Government
securities.  The properties are located in 21 states plus
Washington, D.C. The highest state concentrations are New York,
Texas, Illinois, Washington, D.C. and California.  All of the
loans are fixed rate.


MORGAN STANLEY: S&P Junks Rating on Class G Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class G
of Morgan Stanley Capital I Inc.'s commercial mortgage pass-
through certificates from series 1997-XL1.  At the same time, the
ratings on five other classes are affirmed.
     
The lowered rating on class G reflects anticipated credit support
erosion upon the disposition of the only specially serviced asset
in the pool.  The affirmed ratings reflect increased credit
support since the time of Standard & Poor's last review.
     
There are five loans and one REO asset remaining in the pool.  The
REO asset, the Westshore Mall, is the smallest exposure in the
pool at $20.8 million.  Based on discussions with the special
servicer, GE Capital Realty Group Inc., the mall will be
liquidated by the third quarter of 2006.  Standard & Poor's
estimates a significant loss upon disposition.
     
There are three defeased loans representing 67% of the pool
balance, and they include the largest and second-largest loans.

Details concerning the nondefeased loans are:
    
   -- Fashion Mall is the third-largest loan in the pool, with a
      $58.2 million loan balance, and is secured by a 700,000-sq.-
      ft. regional mall in the northern suburbs of Indianapolis,
      Indiana.  The property has performed well, as evidenced by a
      44% increase in net cash flow (NCF) since issuance in 1997.  
      In-line tenant sales were in excess of $550 per sq. ft. for
      full-year 2005.  Using operating results as of December
      2005, Standard & Poor's estimated value for this asset is
      60% above its level at issuance.
     
   -- Grand Kempinski Hotel (now known as the Hotel Inter-
      Continental Dallas) is the fifth-largest loan in the pool,
      with a $47.2 million loan balance, and is on the servicer's
      watchlist.  A 528-room luxury hotel in Addison, Texas,
      secures the loan.  While operating performance for this
      property has rebounded over the past two years, reported net
      operating income for full-year 2005 remains 48% below the
      level at issuance.  Using the reported NOI and adjusting for
      management fees and reserves for furniture, fixtures, and
      equipment, Standard & Poor's estimates a loan-to-value ratio
      greater than 100%.  However, actual debt service coverage
      has increased to 0.93x for full-year 2005 from 0.15x for
      full-year 2003.  These levels compare with 1.73x at
      issuance.  A major capital improvement plan is in place
      extending through 2008 that will total as much as $18
      million.  The plan calls for:

       -- renovation of all guest rooms;

       -- expansion of meeting space; and

       -- renovation of the ballrooms and the lounge and
          restaurant areas.

      Notwithstanding these improvements, this asset will continue
      to be challenged by an oversupply of hotel product in this
      submarket north of Dallas.
   
Rating Lowered:
   
Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1997-XL1
   
                             Rating

              Class    To     From   Credit support
              -----    --     ----   --------------
                G      CCC     B-        2.29%
   
Ratings Affirmed:
   
Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1997-XL1
   
                Class    Rating   Credit support
                -----    ------   --------------
                 A-3       AAA         55.70%
                  B        AAA         49.77%
                  C        AAA         43.83%
                  D        AAA         31.96%
                  E        AA+         20.09%


MORTGAGE CAPITAL: Fitch Holds Rating on $6.6 Mil. Certs. at B+
--------------------------------------------------------------
Fitch upgrades Mortgage Capital Funding, Inc.'s multifamily and
commercial mortgage pass-through certificates, series 1997-MC1 to:

    -- $39.5 million class F to 'BBB-' from 'BB'.

In addition, Fitch affirms the remaining certificates and
Distressed Recovery (DR) ratings:

    -- $9.2 million class A-3 at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $39.5 million class B at 'AAA';
    -- $36.2 million class C at 'AAA';
    -- $32.9 million class D at 'AAA';
    -- $6.6 million class G at 'B+';
    -- $11.6 million class H remains at 'CC/DR2'.

The $13.2 million class E is not rated by Fitch.  Classes A-1 and
A-2 have been paid off in full.  Class J has been reduced to zero
due to realized losses from the disposition of ten loans.  To
date, the transaction has realized losses in the amount of $18
million.

The rating upgrade reflects improved credit enhancement levels due
to loan payoffs and scheduled amortization since Fitch's last
rating action.  As of the April 2006 distribution date, the pool's
aggregate certificate balance decreased 71.4% since issuance to
$188.7 million from $658.5 million.  Of the original 158 loans in
the pool, 48 loans remain outstanding.

Currently, three loans (6.1%) are in special servicing.  The
largest specially serviced loans (3.5%) are two crossed loans
secured by two apartment buildings in New Orleans, Louisiana.

The loans remain current.  The loans transferred to the special
servicer in September 2005 after the buildings were destroyed by
Hurricane Katrina.  The borrower received FEMA insurance proceeds
on the properties; however, he cashed the insurance checks without
the required authorization of the lender.  The special servicer is
in litigation with the borrower to obtain FEMA proceeds.

The second largest specially serviced loan (2.6%) is
collateralized by a hotel in Columbia, South Carolina and is 90+
days delinquent.  The loan had transferred to special servicing in
March 2004 due to monetary default.  The borrower filed bankruptcy
before the foreclosure sale in June 2005; however, the bankruptcy
was dismissed in February 2006 and a receiver has been appointed.
The special servicer anticipates taking title to the property via
a deed-in-lieu of foreclosure.

Fitch's Distressed Recovery (DR) ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


NORTHWEST AIRLINES: Posts $1.1 Billion Net Loss in First Quarter
----------------------------------------------------------------
Northwest Airlines Corporation realized a net loss of $1.1 billion
during the first quarter of 2006.  This compares to a net loss of
$537 million in the first quarter of 2005.  Excluding
reorganization and unusual items, Northwest reported a first
quarter 2006 net loss of $129 million versus a first quarter 2005
net loss of $450 million.

For the quarter ended Mar. 31, 2006, Northwest's balance sheet
showed $3.166 billion in total current assets and $3.333 billion
in total current liabilities resulting in a working capital
deficit of $167 million.  Northwest reported total assets at Mar.
31, 2006, of $13.352 billion and a stockholders' equity deficit of
$6.728 billion.

Doug Steenland, president and chief executive officer, said,
"During the quarter, Northwest continued to make progress on its
restructuring goals to address the carrier's cost structure,
resize and optimize its fleet and restructure its balance sheet."

"We made progress during the first quarter on our goal of reducing
labor costs by reaching tentative agreements with our three
largest unions.  Last week, our pilots ratified their contract
bringing Northwest a step closer to realizing the $1.4 billion in
annual labor cost savings it requires."

Mr. Steenland continued, "Our pilots have continued to play a key
leadership role in helping Northwest achieve the necessary cost
reductions.  We thank the pilots and their families for the
significant financial sacrifice they have made to help secure the
future of our airline.

"We are hopeful that our flight attendants will ratify their
tentative agreement next month and that through the 1113(c)
process we can reach a settlement with the remaining two work
groups represented by the International Association of Machinists
and Aerospace Workers.

"Reaching our labor cost savings goal would be a significant
milestone in our ongoing efforts to achieve the $2.5 billion in
annual business improvements necessary for Northwest to be
profitable on a sustained basis," Mr. Steenland added.

During the first quarter, Northwest made progress on its
restructuring goals including:

      -- Resizing and optimizing its fleet to better address
         market needs.  Northwest reduced its first quarter
         system available seat miles by 10.8 percent year-
         over-year.  Domestic ASMs were down 12.5 percent and
         international ASMs declined by 8.2 percent.

      -- Securing additional agreements towards its goal of $400
         million in annual fleet savings.  Since entering
         bankruptcy last September, Northwest has targeted
         restructuring or rejecting leases on approximately 400
         mainline and regional aircraft.  To date, the company
         has either rejected or entered into new, more favorable
         lease or debt arrangements covering 211 aircraft.  It
         remains on schedule to achieve its fleet savings goal.

      -- Receiving contract approval from the airline's
         International Association of Machinists and Aerospace
         Workers-represented customer service and reservations
         staff on permanent wage and benefit reductions.  To date,
         in addition to the IAM-represented employees, Northwest
         has reached agreements on permanent wage and benefit
         reductions with the Air Line Pilots Association, the
         Aircraft Technical Support Association, the Transport
         Workers Union of America, and the Northwest Airlines
         Meteorologists Association.  Two rounds of salaried and
         management employee pay cuts have also been implemented.

         In addition, the Professional Flight Attendants
         Association and the airline reached a tentative agreement
         on a new contract in March.  Northwest has also obtained
         the needed aircraft maintenance employee labor cost
         savings.  Later in May, the airline will address open
         labor and retiree issues during a Section 1113(c) and
         1114 hearing in Bankruptcy Court.

      -- The submission by Independence Air and Compass Airlines,
         a subsidiary of Northwest Airlines Corporation, of a
         joint application to the U.S. Department of
         Transportation (DOT) in late March requesting the
         transfer of Independence Air's certificate of public
         convenience and necessity to Compass Airlines.  The
         expansion of Northwest's regional flying to include 76-
         seat aircraft is an important part of Northwest's
         restructuring plan.  Federal government approval would
         allow Northwest to accelerate development of Compass,
         thus creating job opportunities for furloughed Northwest
         pilots.

      -- Increasing revenue while providing the airline's late-
         booking customers with a greater choice of coach class
         seats.  In March, Northwest introduced its new Coach
         Choice product which gives customers the opportunity to
         purchase preferred coach seat assignments on domestic
         flights.  The program is expected to generate
         $15 million of revenue in the first year.

      -- Increasing international service to meet customer demand.
         During the quarter, Northwest re-established its daily
         nonstop Minneapolis/St. Paul-London service, restored
         flights between its WorldGateway at Detroit hub and Paris
         from five times per week to daily service, and resumed a
         third daily flight between the Twin Cities and Amsterdam.
         In addition, Northwest plans to increase its service
         during the summer months to its Tokyo hub from both
         Seattle and Minneapolis/St. Paul from daily service to
         eight flights per week.

Mr. Steenland said, "While we are focused on restructuring, we
understand the need to provide customers with reliable service.  
Through the first quarter, Northwest's completion factor and its
on-time arrivals compared favorably to its network competitors."

According to DOT statistics for January through March, "Northwest
ranked first in lowest consumer complaints, second in on-time
arrivals, and third in completion factor and mishandled luggage
among the six major network U.S. carriers.  This is a testament to
the dedication of our front line employees who work daily to
provide our customers with a reliable and efficient travel
experience on Northwest."

Mr. Steenland concluded, "Although we have made progress in our
restructuring process, we still have work to do to position the
company for long-term success."

Neal Cohen, executive vice president and chief financial officer,
said, "When we began the restructuring process last year, we
prudently planned for oil prices averaging $65 per barrel in 2006,
and $60 per barrel thereafter.  With recent persistent record-high
fuel costs, along with significant volatility in the markets,
there remains great uncertainty around this key element of our
plan.  Northwest, like other airlines, is concerned about the
impact of high fuel costs.  Every dollar per barrel increase
impacts Northwest's fuel costs by $43 million annually."

Northwest's quarter-ending unrestricted cash and short-term
investments balance was $1.28 billion.

The Company expects to develop a reorganization plan during 2006
for emergence from Chapter 11.

A full-text copy of NWA Corp.'s quarterly report is available for
free at http://ResearchArchives.com/t/s?902

                    About Northwest Airlines

Northwest Airlines Corporation (OTC: NWACQ) -- 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. 26; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NRG VICTORY: Chapter 15 Petition Summary
----------------------------------------
Petitioner: Alan Boyce
            Chief Executive Officer
            NRG Victory Reinsurance Ltd.
            Charter House, Park Street
            Ashford, Kent TN24 8EQ
            United Kingdom

Debtor: NRG Victory Reinsurance Ltd.
        Charter House, Park Street
        Ashford, Kent TN24 8EQ
        United Kingdom

Case No.: 06-11052

Type of Business: The Debtor is a reinsurance company in the
                  United Kingdom.  It ceased its underwriting
                  operations in 1993.

Chapter 15 Petition Date: May 12, 2006

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Petitioner's Counsel: Sara M. Tapinekis, Esq.
                      Andrew P. Brozman, Esq.
                      David A. Sullivan, Esq.
                      Clifford Chance US LLP
                      31 West 52nd Street
                      New York, New York 10019
                      Tel: (212) 878-8569
                      Fax: (212) 878-8375

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


ONEIDA LTD: Court Okays Credit Suisse as Financial Advisor
----------------------------------------------------------
Oneida Ltd. and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ and retain Credit Suisse Securities (USA) LLC, as their
financial advisor, effective as of March 19, 2006.

The Debtors tell the Court that Credit Suisse has provided them
with professional services since August 2005 in connection with
their recapitalization efforts.  Credit Suisse has also been
integrally involved with and has assisted the Debtors in
negotiating a consensual restructuring of their indebtedness with
their Prepetition Lenders.  The Debtors say that these
negotiations have resulted in the Plan Support Agreement with the
Prepetition Lenders.

Credit Suisse is expected to:

   a. review with members of the Debtors' management and board of
      directors the Debtors' financial plans and assist the
      Debtors in analyzing their strategic plans and business
      alternatives;

   b. assist the counsel to the Debtors in evaluating the
      Debtors' debt capacity and capitalization based on the
      Debtors' projected earnings and cash flows;

   c. advise the Debtors in negotiating potential interim
      waivers, to the extent the waivers are required, related to
      either:

      -- the Second Amended and Restated Credit Agreement, dated
         as of August 9, 2004, among the Debtors, the financial
         institutions party and JPMorgan Chase Bank; or

      -- the Debtors' accrued under-funded pension liability;

   d. advise and assist the Debtors in developing proposals and,
      if applicable, presenting and negotiating the proposals
      with their creditors and existing and potential equity
      investors;

   e. if appropriate, at the request of the Board, advise the
      Debtors concerning opportunities for:

      -- potential sale of all or a substantial portion of the
         assets or the capital stock of the Debtors;

      -- potential merger, spin-off, reverse spin-off, split-off
         or other business combination involving the Debtors; or

      -- other forms of transaction or disposition which results
         in the effective sale, transfer or other disposition of
         ownership or control over a substantial portion of one
         or more of the principal businesses of the Debtors, but
         not including a sale or disposition of the Debtors' non-
         core assets;

   f. advise and assist the Debtors in analyzing the terms and
      timing of a potential sale transaction or a transaction in
      which all or a portion of the obligations are restructured
      or refinanced in one or a series of related transactions
      provided, however, that the Debtors will retain their own
      legal counsel, pension consultants, actuaries and
      accountants for legal, accounting, tax and pension advice;

   g. advise and assist the Debtors in the preparation of Offer
      Documents in connection with a potential transaction;

   h. advise and assist the Debtors in structuring and
      implementing a potential transaction;

   i. to the extent applicable, and except with respect to
      financing in which the Firm and its affiliates are
      participating, advise and assist the Debtors in evaluating
      financing alternatives for the Debtors and assist
      the Debtors in obtaining debtor in possession and post-
      bankruptcy financing in connection with the Chapter 11
      cases;

   j. assist the counsel to the Debtors in analyzing a potential
      transaction involving the contribution of shares of
      the Debtors' common stock to the Oneida Ltd. Employee Stock
      Ownership Plan Trust to satisfy the Pension Obligations, as
      well as restructurings of the Debtors' obligations with
      respect to deferred compensation on deposit with the
      Debtors, provided, however, that the Debtors will retain
      their own legal counsel, pension consultants, actuaries and
      accountants for legal, accounting, tax and pension advice;
      and

   k. to the extent requested by the Board and as appropriate,
      render to the board an opinion as to the fairness from a
      financial point of view to the Debtors or their
      stockholders, as appropriate, of the consideration to be
      received in a proposed potential sale transaction.

Philippe Jacob, a managing director at Credit Suisse, tells the
Court that the Debtors will pay the Firm these monthly financial
advisory fees:

   a. $25,000 on August 15, 2005;

   b. $50,000 on September 15, 2005;

   c. $75,000 on October 15, 2005;

   d. $100,000 on November 15, 2005;

   e. $125,000 on December 15, 2005; and

   f. $150,000 on January 15, 2006 and the succeeding months
      until the engagement is terminated.

Mr. Jacob discloses that the Debtors will pay the Firm these
additional fees for financial transactions:

   -- $2 Million for Restructuring Transactions;

   -- greater than $2 Million and 1.25% of the aggregate value
      for Sale Transactions.

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

                       About Oneida Ltd.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  As of
May 4, 2006, the Official Committee of Unsecured Creditors has not
sought for appointment of its counsel.  When the Debtors filed for
protection from their creditors, they listed $305,329,000 in total
assets and $332,227,000 in total debts.


ONEIDA LTD: Wants to Ink Settlement with Committee and PBCG
-----------------------------------------------------------
Onedia Ltd., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
enter into a Settlement Agreement with the Official Committee of
Unsecured Creditors and the Pension Benefit Guaranty Corporation.

                  Termination of Pension Plans

The Debtors remind the Court they had sought the termination of:

    (a) the Retirement Plan for the Employees of Oneida Ltd., for
        which Oneida is the plan sponsor;

    (b) the Retirement Income Plan for Employees of Buffalo China,
        Inc.; and

    (c) the GMP - Buffalo China, Inc. Pension Plan for Employees
        Who Are Members of Local 76A, for which Buffalo China is
        the plan sponsor.

The Debtors say that each of these Pension Plans is underfunded.

The Debtors disclose that they have been involved in discussions
with relevant stakeholders to determine whether it is feasible to
continue performing under the two Buffalo China Pension Plans,
both of which give rise to substantially lesser obligations in
comparison to the Oneida Plan.  The Debtors tell the Court that if
they and the relevant stakeholders determine that continued
performance under the two Buffalo China Pension Plans is indeed
feasible, then they would withdraw the request to terminate the
two pension plans.

                      Insurance Program

The Debtors say that pension plans are administered by the PGBC
and established under:

    * Title IV of the Employee Retirement Income Security Act of
      1974, as amended, and

    * Sections 1201-1461 of Title 29 of the U.S. Code

The Debtor relates that under that insurance program, when an
underfunded pension plan properly is terminated, the PBGC
generally becomes trustee of that plan and, subject to certain
statutory limitations, defrays the plan's unfunded benefits from
the PBGC's insurance funds.

               Settlement with the Committee & PBGC

The Debtors say that although all of the legal and factual
requirements for termination of the Pension Plans are satisfied,
litigation involving the Pension Termination Motion is potentially
costly and time consuming, and its outcome uncertain

The Debtors believe that by entering into the Settlement
Agreement, they will be able to eliminate the possibility of a
protracted litigation with the Committee or the PBGC that could
delay, or ultimately even prevent, the confirmation of the Plan of
Reorganization.

The Debtors assure the Court that the terms of the Settlement
Agreement are fair and equitable and it is in the best interests
of the Debtors and their creditors.

                    Terms of the Settlement

The Settlement Agreement contains these key terms:

    * The Debtors, the Creditors' Committee and the PBGC will
      consent to the entry of the Pension Termination Order;

    * The Debtors will not seek to terminate the Buffalo China
      Pension Plans under Section 1341(c) of Title 29 of the U.S.
      Code;

    * The PBGC will receive the PBGC Note, as defined in the
      Debtors' Plan of Reorganization, on account of the Secured
      PBGC Claim and as a distribution under the Plan of
      Reorganization;

    * On the Effective Date, and subject to the terms of the
      Settlement Agreement, the PBGC will fully, finally and
      forever release any and all claims in connection with, or
      arising out of, the Oneida Plan or the termination of the
      Oneida Plan under Section 1341(c) of Title 29 of the U.S
      Code that can be asserted against, or demanded from, Oneida
      or any of its domestic or foreign affiliates, including,
      without limitation, the Pension Termination Claim, to the
      fullest extent waivable by the PBGC; provided, however, that
      nothing contained in the Settlement Agreement or in the Plan
      of Reorganization will be deemed to:

         (i) affect any rights or obligations any of the Parties
             may have in connection with any premiums arising
             under Section 8101 of the Deficit Reduction Act of
             2005; or

        (ii) release any claim of the PBGC or any pension plan,
             currently or formerly sponsored by the Debtors,
             against any person arising under Sections 1104-1109
             of Title 29 of the U.S. Code with respect to the
             Pension Plans;

    * Solely for purposes of the Plan of Reorganization, and so
      long as the treatment of the Debtors' general unsecured
      creditors under the Plan is not materially changed, the
      Pension Termination Claim will be deemed to be a general
      unsecured claim against each of the Debtors, on a joint and
      several basis, determined in accordance with ERISA and the
      PBGC's regulations pertaining thereto.  The Parties tell the
      Court that the estimated amount of the Pension Termination
      Claim is $56,236,900;

    * No distribution will be made on account of the Oneida
      Equity Interests unless:

         (i) each of the Secured PBGC Claim and the Pension
             Termination Claim is paid in full; or

        (ii) the PBGC consents, in writing, to the making of such
             distribution;

    * As soon as practicable following the date of the Settlement
      Agreement, the PBGC staff will recommend to the TWG
      that:

         (i) the Debtors have satisfied the requirements under
             Section 1341(c) of Title 29 of the U.S. Code with
             respect to the Oneida Plan; and

        (ii) May 31, 2006 should be accepted as the date of
             termination of the Oneida Plan under Section 1348 of
             Title 29 of the U.S. Code;

    * On the Effective Date, the PBGC will:

         (i) be deemed to have fully and finally released any and
             all Oneida Plan Liens on any properties or assets of,
             or any equity or ownership interests in, Oneida or
             any of its domestic and foreign affiliates; and

       (ii) cooperate in any efforts to release such liens; and

    * The Settlement Agreement will terminate and be of no further
      force and effect in the event:

         (i) the Debtors fail to obtain an order from the Court
             approving the Settlement Agreement on or before
             June 1, 2006; or

       (ii) upon notice by the Debtors to the PBGC and the
            Committee that the Debtors are required to materially
            amend or modify the Plan of Reorganization in a manner
            inconsistent with the terms of the Settlement
            Agreement, except as the Parties mutually agree.

                       About Oneida Ltd.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  As of
May 4, 2006, the Official Committee of Unsecured Creditors has not
sought for appointment of its counsel.  When the Debtors filed for
protection from their creditors, they listed $305,329,000 in total
assets and $332,227,000 in total debts.


OXIS INT'L: Posts $700,000 Net Loss in 2006 First Quarter
---------------------------------------------------------
Oxis International, Inc., reported a $700,000 net loss for the
first quarter ended March 31, 2006, compared to a net loss of
$200,000 for the first quarter of 2005.  In the fourth quarter of
2005, the Company reported a net loss of $2.2 million.

Revenues for the first quarter of 2006 were $1.5 million, an
increase of $900,000, or 140%, over the same period last year, and
$700,000 over the fourth quarter of 2005.  Cost of product
revenues on a GAAP basis were $800,000 for the first quarter of
2006, an increase of $500,000, or 185%, from $300,000 incurred in
the first quarter of 2005.  Total operating expenses on a GAAP
basis were $1.3 million for the first quarter of 2006, an increase
of $700,000, or 114%, from $600,000 incurred in the first quarter
of 2005.  Gross profit as a percentage of revenues was 46% in
first quarter of 2006.

OXIS ended the quarter with approximately $700,000 in cash and
cash equivalents of which $500,000 was held by OXIS and $200,000
was held by its majority-owned subsidiary, BioCheck, Inc.

The Company's consolidated financial statements for the three
months ended March 31, 2006, include the results of operations and
the assets and liabilities of BioCheck at Dec. 31, 2005, and
March 31, 2006.

First quarter 2006 highlights:

     -- OXIS strengthened its management team with the appointment
        of Michael D. Centron as Chief Financial Officer in
        January 2006, and Randall Moeckli as Senior Director of
        Sales and Marketing in February 2006;

     -- The Company's Board of Directors was further enhanced with
        the appointment of Gary M. Post, Managing Director of
        Ambient Advisors, LLC, in March 2006;

     -- The Company improved its short-term financial position by
        securing $200,000 and $400,000 in promissory note
        agreements with President and Chief Executive Officer
        Steve Guillen and Fagan Capital, respectively, in March
        2006;

     -- On April 3, 2006 OXIS and BioCheck jointly announced the
        upcoming launch in late spring and summer 2006 of new
        immunoassay (ELISA) test kits and reagent products for the
        oncology research market, including assays based on the
        HMGA2 and Id proteins shown to play a role in the control
        of cell growth, differentiation and tumorigenesis related
        to breast cancer and other tumor related angiogenesis
        functions.  

     -- In early May, OXIS expanded its product portfolio for the
        cardiovascular research markets with the addition of new
        assay products from BioCheck, including assays for the
        measurement of biomarkers of inflammation related to
        cardiovascular disease, including Troponin I, Myoglobin,
        High Sensitivity C-Reactive Protein, CK-MB, and Fatty Acid
        Binding Protein.  

"With the successful consolidation of the key product
manufacturing, sales and marketing functions of OXIS and BioCheck,
we are beginning to realize significant merger synergies," stated
Steve Guillen, President and CEO of OXIS International.  "We are
now able to offer our life sciences research and clinical
customers a more comprehensive menu of products that are known for
their high quality, stability and strong technical support."

The consolidation of the companies' operations has resulted in
improved margins in the first quarter of 2006 and combined lower
manufacturing costs than incurred by each company prior to the
relocation of OXIS' operations to Foster City, California and, as
a result, has allowed OXIS to implement new value pricing
programs.  These initiatives are expected to drive revenue and
product profit margin expansion for both companies.

                       Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about OXIS
International, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's significant and ongoing operating losses.

                      About OXIS and BioCheck:

OXIS International, Inc. (OTCBB: OXIS.OB) (Nouveau March,: OXIS)
(FWB: OXI) -- http://www.oxis.com/-- develops technologies and  
products to research, diagnose, treat and prevent diseases of
oxidative stress associated with damage from free radical and
reactive oxygen species.  OXIS has acquired a 51% interest in and
has the option to purchase the remaining 49% of BioCheck.

BioCheck, Inc. -- http://www.biocheckinc.com/-- provides enzyme  
immunoassay research services and products including immunoassay
kits for cardiac and tumor markers, infectious diseases, thyroid
function, steroids, and fertility hormones.  The company operates
a 15,000 square-foot, U.S. Food and Drug Administration certified
cGMP, and ISO device-manufacturing facility in Foster City,
California.


PATHMARK STORES: Incurs $40.1 Million Net Loss in Fiscal 2005
-------------------------------------------------------------
Pathmark Stores, Inc., reported $993.3 million of sales for the
fourth quarter ended Jan. 28, 2006, a decrease of 0.4% from
$996.8 million of sales in the prior year's fourth quarter.

The Company reported a net loss of $14.6 million in the fourth
quarter of fiscal 2005 compared to a net loss of $301.6 million in
the prior year's fourth quarter.  

Sales for fiscal 2005 were $3,977 million compared to $3,978.5
million in the prior year.  Same-store sales decreased 0.8% in
fiscal 2005.  The Company reported a net loss of $40.1 million in
fiscal 2005, compared to a net loss of $308.6 million in the prior
year.

John Standley, Chief Executive Officer, said, "Fiscal 2005 was a
year of transition.  The first half was focused on the review of
strategic alternatives, which led to the Yucaipa transaction.
During the second half of the year we began making important
investments to improve the long-term health of our business.  
These investments included the merchandising and store initiative,
which refreshed the look and added new merchandise to our stores,
a store-level labor buyout and administrative cost reduction
program and the strengthening of our management team.  While our
financial results for the fourth quarter and full year were
disappointing, we believe that the steps we have taken will lead
to a stronger Pathmark in fiscal 2006."

Capital investments in fiscal 2005 were $64.5 million.  During
fiscal 2005, the Company opened two new stores, one of which was a
replacement store, closed four stores and completed eight store
renovations.  Total capital investments for fiscal 2006 are
expected to be approximately $70 million.

Pathmark Stores, Inc. (Nasdaq: PTMK) -- http://www.pathmark.com/
-- is a regional supermarket currently operating 142 supermarkets
primarily in the New York - New Jersey and Philadelphia
metropolitan areas.  The Company filed for chapter 11 protection
on July 12, 2000 (Bankr. Case 00-02963).  The Court confirmed its
prepackaged Plan of Reorganization on Sept. 7, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Standard & Poor's Ratings Services lowered its ratings on Pathmark
Stores Inc. to 'B-' from 'B'.  The rating outlook is negative.

"The downgrade reflects Pathmark's weakening credit metrics,
limited cash flow generation, and our view that it will be very
challenging for the company to significantly improve its market
share and profitability levels given the competitive supermarket
environment in which it operates," said Standard & Poor's credit
analyst Stella Kapur.


PJ MILLIGAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: PJ Milligan & Co. LLC
        740 Cacique Street
        Santa Barbara, California 93013-3620
        
Bankruptcy Case No.: 06-10242

Type of Business: The Debtor manufactures furniture and other
                  home furnishings.  See http://www.pjmilligan.com

Chapter 11 Petition Date: May 12, 2006

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Karen L. Grant, Esq.
                  205 East Figueroa Street
                  Santa Barbara, California 93101
                  Tel: (805) 962-4413

Total Assets:  $287,765

Total Debts: $1,026,131

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


RADVIEW SOFTWARE: Dec. 31 Balance Sheet Upside-Down by $2.3 Mil.
----------------------------------------------------------------
RadView Software Ltd. generated $5,645,000 of revenues during the
year ended Dec. 31, 2005, compared to $4,663,000 in 2004.  The
Company's net loss for 2005 was $2,465,000, compared to a net loss
of $3,780,000 million in 2004.

Revenues for the fourth quarter of 2005 were $1,251,000 compared
to $1,329,000 for the same period last year.  The Company's net
loss for the fourth quarter of 2005 was $518,000 compared to a net
loss of $866,000 for the same period last year.

At Dec. 31, 2005, the Company's balance sheet showed $1,591,000 in
total assets and $3,972,000 in total liabilities, resulting in a
$2,381,000 stockholders' deficit.

"We are encouraged by the improvement in our annual revenues and
the substantial reduction in our loss," said Ilan Kinreich,
President and CEO of RadView.  "We look forward to continuing our
efforts toward future profitability while expanding our presence
in the marketplace."

The Company also signed definitive agreements on April 4, 2006 for
a financing with Fortissimo on behalf of itself and several co-
investors, with a minimum initial investment of $1,500,000 and, at
the election of the investors, an additional investment of up to
$2,250,000.   

A full-text copy of RadView's 2005 annual report on Form 10-K is
available for free at http://researcharchives.com/t/s?907

                           About RadView

RadView Software Ltd. (OTCBB: RDVWF) -- http://www.radview.com/--  
provides solutions for verifying the performance, scalability and
integrity of business-critical Web applications.  Deployed at over
1,600 customers worldwide from major industries such as financial
services, retail, manufacturing, education and technology,
RadView's products enable customers to reduce costs while
improving the quality of their Web applications throughout the
development lifecycle.


RANGE RESOURCES: Agrees to Acquire Stroud Energy for $450 Million
-----------------------------------------------------------------
Range Resources Corporation entered into a definitive agreement to
acquire Stroud Energy, Inc. for approximately $450 million,
including approximately $82 million in assumed debt.

Stroud is a private Fort Worth-based independent oil and gas
company with operations located in the Barnett Shale play in North
Texas, the Cotton Valley in East Texas and the Austin Chalk in
Central Texas.  Stroud has interests in 126 producing wells and
owns a leasehold position covering 87,200 gross (67,000 net)
acres.  During the first quarter of 2006, Stroud produced
approximately 33 Mmcfe per day, of which approximately one-half
was attributable to the Barnett Shale.

Range estimates the proved reserves attributable to the Stroud
properties total 171 Bcfe and that proven and unproven reserves
total 370 Bcfe.  Range has identified 236 drilling locations on
the Stroud leasehold, of which 182 are attributable to the Barnett
Shale acreage.  Over 90% of Stroud's Barnett Shale acreage is
located in the core or expanding core portions of the Barnett
Shale play.

Upon completion of the transaction, Range plans to retain nearly
all of Stroud's 27 employees, including those involved in the
Barnett Shale play.  This will expand Range's Barnett shale team
under the leadership of Mark Whitley, Range's Senior Vice
President.  By adding Stroud's leasehold position, Range will own
approximately 42,900 gross (35,300 net) acres in the Barnett Shale
play.  Range plans to develop the leasehold position with a five-
rig drilling program, including the three rigs Stroud is currently
running, plus two additional contracted rigs scheduled to arrive
in the third quarter.

In announcing the transaction, Range indicated that it would
consider divesting of the Austin Chalk properties.  These
properties produced approximately 16 Mmcfe per day in the first
quarter of 2006.

"This transaction doubles Range's leasehold position in the
Barnett Shale play and our shale play team benefits from the
addition of the Stroud employees, who are highly regarded," John
Pinkerton, Range's President and CEO, said.  "We believe the
expanded Barnett team will enhance and accelerate our shale
effort.  Excluding the Austin Chalk properties, which we will
consider divesting, we estimate that the fully developed cost of
the Barnett Shale and East Texas reserves will be approximately
$2.35 per mcfe.  The transaction expands our leasehold position
with high-quality Barnett acreage, increases our drilling
inventory and provides us with a number of additional top-tier
people.  Importantly, it continues Range's strategy of growing
production and reserves at a top quartile cost structure.  
Assuming the transaction closes in late June, we are increasing
our 2006 production growth target from 11% to 15%."

The acquisition is structured as a merger pursuant to which
Stroud's shareholders who satisfy certain suitability standards
may individually elect to receive, in exchange for their shares of
Stroud common stock, consideration in one of three forms:

   -- 100% in Range common stock,

   -- 100% in cash or 50% in Range common stock and

   -- 50% in cash, subject to adjustments and allocations provided
      for in the definitive agreement.

The exchange ratio for the Stroud stock, and on which the cash
consideration will be determined, will be based upon the average
closing price for Range's stock for the 15 days ending five days
prior to closing.  Based on the latest 15-day average price of
Range's common stock, and assuming all of Stroud's shareholders
were to elect to receive Range common stock in the transaction,
Range would issue approximately 13.2 million shares of stock,
representing approximately 9% of the outstanding Range stock
giving effect to such issuance.  Stroud shareholders who do not
satisfy the suitability standards will receive their consideration
100% in cash.  Range intends to utilize funds currently available
under its bank credit facility to finance the cash portion of the
transaction.

The Stroud acquisition is subject to approval by the shareholders
of Stroud and other customary closing conditions.  Assuming the
Stroud shareholders approve the transaction and the other closing
conditions are satisfied, closing is expected to occur in late
June 2006.  There is no assurance the acquisition will be
consummated.

Headquartered in Forth Worth, Texas, Range Resources Corporation
(NYSE:RRC) -- http://www.rangeresources.com/-- is an independent  
oil and gas company operating in the Southwestern, Appalachian and
Gulf Coast regions of the United States.  The Company pursues a
balanced growth strategy that targets exploitation of its sizeable
inventory of lower risk development drilling locations with higher
potential exploration projects and a complementary acquisition
effort.  Range seeks to manage risk in every aspect of its
business while generating attractive returns.

                          *      *     *

Range Resources Corporation's 7-3/8% Senior Subordinated Notes due
2013 carry Moody's Investors Service's B2 rating and Standard &
Poor's B rating.


RAVEN MOON: Auditor Raises Going Concern Doubt
----------------------------------------------
Richard L. Brown & Company, P.A., in Tampa, Florida, raised
substantial doubt about Raven Moon Entertainment, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's losses from operations
and stockholders' deficiency.

The Company reported a $7,614,400 net loss on $10,160 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $153,276 in
total assets and $2,595,633 in total liabilities, resulting in a
$2,442,357 stockholders' deficit.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?90a

Raven Moon Entertainment, Inc. -- http://www.ravenmoon.net/--
develops and produces children's television programs and videos,
CD music.  At http://www.ginadskidsclub.com/Raven Moon sells
DVDs, music CDs and plush Cuddle Bug toys.  Raven Moon also talks
about music publishing and talent management on its Web site.


REDDY ICE: S&P Affirms B+ Rating & Revises Outlook to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook
on Dallas, Texas-based Reddy Ice Holdings Inc. and its operating
subsidiary, Reddy Ice Group Inc., to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B+' corporate credit rating.  

As of March 31, 2006, Reddy Ice Holdings had consolidated debt of
about $355.8 million outstanding, which excludes operating lease
obligations.
      
"The revised outlook reflects Reddy Ice's enhanced financial
profile and credit measures resulting from improved operating
performance, in addition to lower debt levels following the
paydown of debt subsequent to the company's initial public
offering in 2005," said Standard & Poor's credit analyst Mark
Salierno.
     
The corporate credit rating on Reddy Ice reflects:

   * the company's narrow product focus;

   * its participation in the highly fragmented and competitive
     packaged ice industry;

   * the seasonal nature of demand for its products; and

   * an aggressive shareholder-oriented financial policy through a
     commitment to substantial dividends via its recent IPO.

For analytical purposes, Standard & Poor's views Holdings and
Reddy Ice Group as one economic entity.


REPUBLIC STORAGE: Completes $20 Million Asset Sale to Chrysalis
---------------------------------------------------------------
Republic Storage Systems Company, Inc., completed the sale of
substantially all of its assets to an affiliate of Chrysalis
Capital Partners, LP, a private equity investment firm.

According to Jim Mackinnon of the Akron Beacon Journal, Chrysalis
Capital purchased Republic Storage for $20 million.

As reported in the Troubled Company Reporter on May 2, 2006, the
asset sale was approved by the U.S. Bankruptcy Court at a hearing
on April 28, 2006.

"With this transaction accomplished, Republic has ensured its
ability to deliver the superior solutions and top-notch service
its customers expect and enjoy," Greg Segall, Managing Partner of
Chrysalis, said.  "We are very pleased that Republic now has the
additional resources and flexibility it needs to remain a market
leader."

The business will operate under the Republic name, and the senior
management team will be led by James T. Anderson, President and
CEO.

"This is an important and exciting day for all of us, as it
essentially marks the end of our involvement in the bankruptcy
process and the beginning of our next phase as a new company,"
said Mr. Anderson.  "The tremendous financial support of Chrysalis
enables us to focus on what matters most -- outstanding products
and customer service, delivered by outstanding people."
Mr. Anderson added that Chrysalis' acquisition gives Republic the
resources to expand production and reduce lead times during its
peak summer season.

Republic voluntarily filed for Chapter 11 protection on March 14,
2006, citing the negative impacts of a major flood resulting in a
factory shutdown in 2003, the doubling of steel prices in 2004 and
unsustainable legacy costs for retiree health care and pension
benefits.  While the bankruptcy case will continue for some time
to resolve the various claims and rights of historical creditors,
the involvement of the Republic business in the bankruptcy process
concluded with the closing of the sale to Chrysalis.

                About Chrysalis Capital Partners

Philadelphia-based Chrysalis Capital Partners, Inc. --
http://www.ccpfund.com/-- is a private equity investment firm  
with $300 million in committed equity capital under management.
Chrysalis focuses on "special situation" investments including
turnarounds, restructurings, reorganizations and recapitalizations
in a wide range of industries and circumstances throughout the
United States.

                 About Republic Storage Systems

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


REVLON INC: Annual Stockholders' Meeting Scheduled on June 2
------------------------------------------------------------
Revlon, Inc., will hold its Annual Meeting of Stockholders at
10:00 a.m., New York City time, on, June 2, 2006, at Revlon, Inc.,
The Showroom, 21st Floor, 237 Park Avenue in New York City.

These proposals will be voted on at the Annual Meeting:

     a) the election of these persons as members of the Board of
        Directors of the Company, to serve until the next Annual
        Meeting and until their successors are elected and
        qualified:

            -- Ronald O. Perelman,
            -- Alan S. Bernikow,
            -- Paul J. Bohan,
            -- Donald G. Drapkin,
            -- Meyer Feldberg,
            -- Howard Gittis,
            -- Edward J. Landau,
            -- Debra L. Lee,
            -- Linda Gosden Robinson,
            -- Kathi P. Seifert,
            -- Jack L. Stahl, and
            -- Kenneth L. Wolfe; and

    b) the ratification of the selection of KPMG LLP as the
       Company's independent registered public accounting firm for
       2006.

Only stockholders of record at the close of business on
April 5, 2006 are entitled to notice of, and to vote at, the 2006
Annual Meeting.

A full-text copy of the proxy statement describing the matters to
be considered at the 2006 Annual Meeting is available for free at:

               http://researcharchives.com/t/s?910

                            About Revlon

Revlon -- http://www.revlon.com/-- is a worldwide cosmetics, skin  
care, fragrance, and personal care products company.  The
Company's vision is to deliver the promise of beauty through
creating and developing the most consumer preferred brands.  The
Company's brands include Revlon(R), Almay(R), Vital Radiance(R),
Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

At Dec. 31, 2005, Revlon, Inc.'s balance sheet showed a
$1,095,900,000 equity deficit compared to a $1,019,900,000 deficit
at Dec. 31, 2004.


RICHARD SHIELDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard J. Shields
        dba Shields Trucking
        P.O. Box 1355
        1055 Ohio Street
        Gridley, California 95948
        Tel: (530) 846-4805
        Fax: (530) 846-5766

Bankruptcy Case No.: 06-21524

Type of Business: The Debtor assembles and distributes motorcycle
                  and vehicle components, and assembles 50% of all
                  motorcycles distributed to California
                  dealerships.  The Debtor also hauls lumber and
                  moldings.  See http://shieldstrucking.com/

Chapter 11 Petition Date: May 11, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Charles L. Rathbun, Esq.
                  2445 Oro Dam Boulevard, Suite #4
                  Oroville, California 95966
                  Tel: (530) 532-1492

Total Assets: $3,386,522

Total Debts:  $2,939,194

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Neal McLean                      Business Loan         $290,000
c/o Russell Longaway, Esq.
369 Pine Street, Suite 818
San Francisco, CA 94104

Lakeview Petroleum               Fuel                   $73,092
P.O. Box 510
Marysville, CA 95901

Butte County Tax Collector       Property Taxes         $44,605
25 County Center Drive
Oroville, CA 95965

Dennis Diver                     Accountant             $40,291

Carson Oil                       Fuel                   $35,000

Harris Sanford & Hamman          Attorneys Fees         $29,286

State Fund                       Worker's Compensation  $25,375

First Insurance Funding          Insurance              $20,126

Shifflett Brothers               Truck Repair           $18,227

Sacramento Truck Center          Truck Parts            $16,579

Gridley Utilities                Utility Bills          $16,123

Whitchurch & Son                 Hauling Services       $15,869

Star Insurance                   Insurance              $14,723

Butte Auto Parts                 Truck Parts            $12,069

Aldridge Keylock                 Fuel                   $10,703

Max's Diesel Repair              Truck Repair            $9,372

Les Schwab                       Tires for Trucks        $8,503

Franchise Tax Board              2001 State Taxes        $8,494

Blue Angels                      Security                $7,866

Discover                         Credit Card Purchases   $7,061


RUSSELL ROSSERO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Russell L. Rossero
        aka Rossero Construction Company, LLC
        aka Rossero Properties, LLC
        303 North Avenue
        P.O. Box 372
        Midway, Pennsylvania 15060

Bankruptcy Case No.: 06-22131

Chapter 11 Petition Date: May 11, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  330 Grant Street
                  Pittsburgh, Pennsylvania 15219-2202
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SATELINX INT'L: Gets Interest Purchase Deal from CQIP Investments
-----------------------------------------------------------------
Satelinx International Inc. received a letter of Intent from CQIP
Investments to acquire 51% of Satelinx.  The deal would include
the transfer of assets and businesses totaling over $100 million
over the next four months.  CQIP will also add a minimum of $25
million through a letter of credit facility for further
development and acquisitions.

"This is huge! Not only does it allow further growth in our
existing products but it also adds new products for many new
sectors," Rob Ireland, CEO Satelinx, quoted.  "It also secures and
ensures we have enough financial stability for many years to
come."

                           About CQIP

CQIP Investments is an early or seed-stage through to mature stage
hands-on venture capital investment firm dedicated to helping
exceptional entrepreneurs build world-class companies.  Typical
investments can range between $250,000 and $1 million, and the
Company follows that up with active participation in the various
enterprises.

CQIP's present portfolio includes:

   -- Engineering quality inspection firm (est. 2006 volume
      $6 million)

   -- Global IP, satellite technology and service provider (est.
      2006 volume $16 million)

   -- Conglomerate of varied manufacturers and distributors (est.
      2006 volume $20 million)

   -- Consolidated companies in the construction industry (est.
      2006 volume $6 million)

   -- Local and national publisher and printer of varied
      newspapers and journals (est. volume $4 million)

   -- Environmental waste company (est. 2006 volume $7 million)

                         About Satelinx

Satelinx International Inc. provides satellite vehicle tracking
units that integrate GSM/GPS/GPRS wireless technologies and the
Internet to deliver wireless vehicle tracking and location
services.  Satelinx seeks to be recognized as the world leader in
providing safety and security solutions on a global scale in a
cost-effective manner for vehicle owner, trucking or private
vehicle fleet and insurance companies.

At Sept. 30, 2005, Satelinx International Inc.'s balance sheet
showed a stockholders' deficit of $3,458,309, compared to a
$3,230,618 deficit at Dec. 31, 2004.


SILICON GRAPHICS: Taps Weil Gotshal as Bankruptcy Counsel
---------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Weil, Gotshal & Manges LLP as their
bankruptcy counsel.

Barry Weinert, Esq., Silicon Graphics, Inc.'s vice president,
secretary and general counsel, explains that the Debtors selected
Weil Gotshal because of the firm's knowledge of their business
and financial affairs, and its extensive general experience and
knowledge on debtors' protections and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

In July 2005, SGI engaged Weil Gotshal to help and provide advice
with respect to formulating, evaluating, and implementing various
restructuring, reorganization, and other strategic alternatives.
Weil Gotshal helped and advised the Debtors in connection with
the preparation for, and commencement of, their chapter 11 cases.

As counsel, Weil Gotshal is expected to:

    (a) take all necessary actions to protect and preserve the
        estates of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of disputes
        in which the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

    (b) prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications, answers,
        orders, reports, and other papers in connection with the
        administration of the Debtors' estates;

    (c) negotiate and prepare on behalf of the Debtors a plan of
        reorganization and all related documents; and

    (d) perform all other necessary legal services in connection
        with the prosecution of the Debtors' chapter 11 cases.

The firm's hourly rates are:

                 Professionals             Hourly Rate
                 -------------             -----------
                 Members and Counsel       $575 - $810
                 Associates                $275 - $520
                 Paraprofessionals          $70 - $275

Weil Gotshal also intends to charge the Debtors for out-of-pocket
expenses incurred in connection with their services.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, assures the Court that Weil Gotshal is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any party-in-interest other than the Debtors in
their chapter 11 cases.

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


SILICON GRAPHICS: Delays Filing of Form 10-Q for Fiscal 3rd Qtr.  
----------------------------------------------------------------
Kathy Lanterman, senior vice president, chief financial officer
and controller of Silicon Graphics, Inc., informs the Securities
and Exchange Commission that the company's Form 10-Q has not been
completed by the due date because the company needs more time to
finalize its unaudited financial statements for the quarter ended
March, 31, 2006.

Silicon Graphics disclosed early last week its third quarter
updated preliminary results, which was furnished to the
Securities and Exchange Commission.

The company expects that it will file the Form 10-Q as soon as
practicable and that the financial statements included in that
filing will reflect any potential adjustments that may be
required as the result of an asset impairment evaluation as well
as any other necessary adjustments and disclosures that must be
included in order for those financial statements to be stated in
accordance with U.S. generally accepted accounting principles.

As reported in the Troubled Company Reporter on May 12, 2006, the
company updated preliminary results for its third fiscal quarter
which ended March 31, 2006.  Revenue for the three months ended
March 31, 2006 was $108 million, compared to revenue of
$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.

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


STOCKERYALE INC: Reports $900,000 Operating Loss in First Quarter
-----------------------------------------------------------------
StockerYale, Inc., generated $4.4 million of revenues from
continuing operations for the first quarter ended March 31, 2006,
representing a 12% comparable increase over the first quarter of
2005.  

Sequentially, revenues grew 9% over the fourth quarter of 2005.  
The growth in revenues was primarily a result of stronger OEM
sales of the Company's laser products into the machine vision and
defense markets, as well as growth of specialty optical fiber for
industrial, defense and telecom equipment applications.  Specialty
optical fiber and laser revenues increased 52% and 10%,
respectively.  The Company expects this trend to continue due to
strong order bookings in the first quarter of 2006.

Gross profit increased 21% to $1.7 million in the first quarter
versus $1.4 million in the comparable quarter of 2005.  Gross
margin improved from 34.7% to 37.7% due to higher sales, better
product mix and improved manufacturing efficiencies.

The operating loss for the first quarter was $900,000 versus
$1.4 million in the comparable 2005 quarter, a 37% improvement.  
Operating expenses declined 9% compared to the first quarter of
2005.  The decrease primarily reflected lower administrative
expenses due to the elimination of 2005 non-recurring legal fees.  
Research and development expenses of $707,000 reported in the
first quarter of 2006 were 5% lower than the first quarter of 2005
and selling expenses increased 6% to $640,000.  The current
quarter includes a charge of $94,000 of stock-based compensation
and deferred compensation, for expenses incurred following the
adoption of FAS123R; this is the first quarter impacted by the new
standard.

EBITDA loss dropped 69% to $266,000 in the first quarter 2006
compared to $848,000 in the same period in 2005 and $1.2 million
the previous quarter.

Other expenses, which include primarily non-cash debt expense and
interest expense, dropped 59% from $700,000 to $300,000 due
primarily to the prepayment of the Company's convertible debt in
December 2005.  Net loss in the first quarter before discontinued
operations was $1.2 million versus $2.1 million for the comparable
period in the prior year, a 44% improvement.  Net loss including
discontinued operations was $1.2 million, versus $2.2 million, or
a 43% improvement.

"On January 7, 2006 the Company announced that it was narrowing
its focus to its highest margin products which offer the best long
term growth potential, namely lasers, chip-on-board LEDs and
specialty optical fiber.  The Company is already seeing the
positive impact of these actions as evidenced by the significant
reduction in the EBITDA loss this quarter," said Mark W. Blodgett,
President and Chief Executive Officer.  "Because lasers and
specialty fiber represent the Company's highest margin products we
expect further improvement in both margins and our operational
performance," added Mr. Blodgett.

First Quarter Financial Highlights:

     -- Revenues excluding discontinued operations increased 12%
        to $4.4 million due to strong performance in lasers and
        specialty optical fiber;  

     -- Gross profit increased 21% to $1.7 million versus
        $1.4 million a year ago.  Gross margins improved to 37.7%
        from 34.7%;  
   
     -- Operating expenses declined 9% versus first quarter 2005
        due to lower administrative and R & D costs.  Research &
        development expenditures represented 16% of revenues.  

     -- Operating loss declined 37% to $0.9 million from the
        comparable quarter due to higher revenue and lower
        operating expenses.  
   
     -- EBITDA loss was reduced 69% to $266,000 versus $848,000
        loss reported in the comparable quarter of the prior year.  

     -- Completed the sale of two business units discontinued   
        effective Dec. 31, 2005.  On March 2, 2006 the Company
        announced the sales of its StockerYale Asia subsidiary to
        Radiant Scientific Pte. Ltd. and the Company's fiber optic
        lighting business to Techni-Quip Corp. of Pleasanton,
        California.  The two business units were sold for total
        consideration of $1.1 million, which included $525,000 in
        cash and a note, as well as the assumption of
        approximately $570,000 of liabilities.  In addition, the
        Company agreed to supply specialty fiber products to
        Techni-Quip over a five-year period with a minimum value
        of $275,000 and a maximum value of $550,000.  

                             Outlook

"During the first quarter the Company implemented significant
changes to focus operational resources on our three core growth
businesses, reduce costs and strengthen the platform for future
growth initiatives," said Mr. Blodgett.  "The Company's balance
sheet is stronger, liquidity and working capital efficiency have
improved and we expect to continue our trend of improved financial
performance" added Mr. Blodgett.

                       Going Concern Doubt

Vitale, Caturano & Company, Ltd., expressed substantial doubt
about StockerYale's ability to continue as a going concern after
it audited the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations, accumulated deficit
and significant financial obligations.

                         About StockerYale

Headquartered in Salem, New Hampshire, StockerYale, Inc.
(NASDAQ: STKR) -- http://www.stockeryale.com/-- is an independent  
designer and manufacturer of structured light lasers, LED modules,
and specialty optical fibers for industry leading OEMs.  In
addition, the company manufactures fluorescent lighting products
and phase masks.  The Company serves a wide range of markets
including the machine vision, industrial inspection, defense,
telecommunication, sensors, and medical markets.  StockerYale has
offices and subsidiaries in the U.S., Canada, and Europe.


SMARTVIDEO TECHNOLOGIES: Sherb & Co. Raises Going Concern Doubt
---------------------------------------------------------------
Sherb & Co., LLP, SmartVideo Technologies, Inc.'s auditor,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statement for the year ending Dec. 31, 2005.

Sherb & Co. pointed to the Company's suffered recurring losses
from operations, cash burn as well as working capital,
stockholders' and accumulated deficits.

For the year ending Dec. 31, 2005, the Company incurred
$19,740,274 net loss on $197,257 of net revenues.  The Company
incurred $3,859,141 net loss in 2003 and $6,792,930 net loss in
2004.  

At Dec. 31, 2005, the Company had an accumulated deficit of
$39,953,756, a working capital deficit of $2,653,622, and cash
flows used in operations of $5,351,783.  The Company's assets
amounted to $11,920,674 and stockholders' deficit was $2,320,615
as of December 31, 2005.

A full-text copy of the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?8fb

Based in Norcross, Georgia, SmartVideo Technologies, Inc. --
http://www.smartvideo.com/-- provides video content technology  
and distribution services.


SOS REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SOS Realty LLC
        5170 Washington Street, Suite #308
        West Roxbury, Massachusetts 02132-6049

Bankruptcy Case No.: 06-11381

Type of Business: The Debtor's affiliate, Adam Corporation,
                  filed for chapter 11 protection on
                  Nov. 21, 2005 (Bankr. D. Mass. Case No.
                  05-30110).

Chapter 11 Petition Date: May 11, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Jennifer L. Hertz, Esq.
                  Duane Morris LLP
                  470 Atlantic Avenue, Suite 500
                  Boston, Massachusetts 02210
                  Tel: (617) 289-9200
                  Fax: (617) 289-9201

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


TEXAS STATE AFFORDABLE: S&P Junks Rating on $2.9 Million Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered:

   * its underlying rating on Texas State Affordable Housing
     Corp.'s $53.7 million multifamily housing revenue bonds
     (South Texas Apartment Portfolio) series 2002A to 'BB' from
     'BB+';

   * its standard long-term rating on the corporation's $6.7
     million multifamily mortgage revenue bonds series 2002B to
     'B' to 'BB-'; and

   * its standard long-term rating on the corporation's $2.9
     million multifamily mortgage revenue bonds series 2002C to
     'CCC' from 'B-'.

The outlook is stable.
     
The downgrades reflect:

   * the trustee's draw on the series 2002C debt service reserve
     fund to pay March 1, 2006;

   * debt service and debt service coverage of 1.15x maximum
     annual debt service on the senior bonds;

   * 0.99x on the subordinate bonds; and

   * 0.94x on the junior subordinate bonds,

based on fiscal year-end Dec. 31, 2005, audited financial
statements.
     
The trustee, Wells Fargo Bank N.A., informed Standard & Poor's
that there was a $35,118 draw on the series 2002C debt service
reserve fund to make the March 1, 2006, payment on the bonds.  The
series 2002C debt service reserve fund had approximately $236,000
left in it after the draw.  The trustee did not draw on the series
2002A and 2002B debt service reserve funds, as project revenues
were sufficient to meet the March 1, 2006, debt service due on
these two issues.  Those two reserve funds are currently fully
funded.
     
Original projected debt service coverage levels were at 1.44x
maximum annual debt service for senior debt, 1.27x for junior
debt, and 1.15x for junior subordinate debt.  The issue is
currently well below these projected levels.


THE WILLIAMS COS: S&P Raises $500MM Certificates' Ratings to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings to 'BB-'
from 'B+' on The Williams Cos. Inc. Credit-Linked Certificate
Trust III's $400 million 6.750% certificates due April 15, 2009,
and The Williams Cos. Inc. Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.
     
The rating actions reflect the May 9, 2006, raising of the
corporate credit and senior unsecured debt ratings on The Williams
Cos. Inc. to 'BB-' from 'B+'.
     
The Williams Cos. Inc. Credit-Linked Certificate Trust III is a
swap-dependent synthetic transaction that is weak-linked to the
lowest ratings assigned to The Williams Cos. Inc. as borrower and
Citibank N.A. as the swap counterparty, the deposit bank, and the
subparticipation seller.  The Williams Cos. Inc. Credit-Linked
Certificate Trust IV is weak-linked to the lowest ratings assigned
to The Williams Cos. Inc. as borrower.


UNIFI INC: S&P Junks Rating on Proposed $225 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' debt rating
and a recovery rating of '4' to yarn processor Unifi Inc.'s
proposed $225 million senior secured notes due 2014. (The 'CCC+'
rating is at the same level as the corporate credit rating on
Unifi.)  

These ratings indicate the expectation for marginal (25%-50%)
recovery of principal in the event of a payment default.  The
notes will be issued pursuant to Rule 144A, with registration
rights.  The ratings are subject to review upon receipt of final
documentation.  Note proceeds will be used to refinance the
company's existing 6.5% notes due 2008.  Once this transaction is
complete, the 'CCC+' rating on the 6.5% notes will be withdrawn.
     
Existing ratings on Unifi, including the 'CCC+' corporate credit
rating, were affirmed.  The outlook is negative.  

Greensboro, North Carolina-based yarn processor Unifi had about
$268 million of debt outstanding on March 26, 2006.
      
"The corporate credit rating reflects the company's narrow
business focus, the highly competitive conditions in its market,
and the fundamental changes in the way the industry operates,
which have hurt the company's operating performance," said
Standard & Poor's credit analyst Susan Ding.  "The rating also
reflects our expectation that financial results will be pressured
due to continued escalating raw material costs -- in particular
for petroleum-based chemical derivative products, which account
for a significant portion of the company's cost structure.  It is
uncertain when these costs will stabilize.  In addition, the
difficult operating environment and adverse market conditions,
characterized by excess industry capacity and a shrinking domestic
customer base, have led to negative unit volume and pricing
trends."


UNITY VIRGINIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Unity Virginia Holdings LLC
        5950 Sherry Lane, Suite 550
        Dallas, Texas 75225

Bankruptcy Case No.: 06-31937

Debtor affiliates filing separate chapter 11 petitions:

      Entity                           Case No.
      ------                           --------
      Glamorgan Coal Resources LLC     06-31953
      Glamorgan Processing LLC         06-31954
      Glamorgan Properties LLC         06-31955
      Glamorgan Refuse LLC             06-31956

Type of Business: The Debtor is a coal mining and
                  processing company.

                  The Debtor's affiliates filed for
                  chapter 11 protection on May 12, 2006.

Chapter 11 Petition Date: May 10, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: James C. Jarrett, Esq.
                  Arnaldo N. Cavazos, Jr., Esq.
                  Cavazos, Hendricks & Poirot, P.C.
                  900 Jackson Street, Suite 570
                  Dallas, Texas 75202
                  Tel: (214) 748-8171
                  Fax: (214) 748-6750

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

The Debtors did not file the list of their 20 largest unsecured
creditors.


VITESSE SEMICONDUCTOR: Restating Financials Due to Options Probe
----------------------------------------------------------------
Vitesse Semiconductor Corporation's Board of Directors determined
that its previously reported financial statements for the three
months ended Dec. 31, 2005, and the three years ended
Sept. 30, 2005, and possibly earlier periods, should not be relied
upon.  

The Board of Directors also determined that the Management Report
on Internal Control over Financial Reporting as of Sept. 30, 2005,
and the Report of KPMG LLP, the Company's independent registered
public accounting firm, relating to the effectiveness of the
Company's internal controls over financial reporting and
management's assessment thereof as of Sept. 30, 2005, both of
which reports are included in the Company's Annual Report on Form
10-K for the year ended Sept. 30, 2005, should not be relied upon.

The Company's Board of Directors has appointed a Special Committee
of independent directors to conduct an internal investigation
relating to past stock option grants, the timing of those grants
and other related accounting and documentation issues.  The
Special Committee is being assisted by independent legal counsel.
In the course of its investigation, issues have arisen relating to
the integrity of documents concerning the Company's stock option
grants.

During the internal investigation, additional issues have arisen
concerning the Company's practices in connection with credits
issued to or requested by customers (for returned products or
otherwise) and the related accounting treatment, as well as the
application of payments received to the proper accounts
receivable.  The Special Committee is reviewing these issues and,
pending further investigation, believes that the Company's
accounts receivable and revenues may have been misstated during
certain periods.  Whether the Company's accounts receivable and
revenues were misstated and, if so, the extent of those
misstatements are still under investigation.

The Company has engaged Alvarez & Marsal, LLC, and specifically
Shawn C.A. Hassel as acting Chief Financial Officer of the
Company.  Mr. Hassel, a Managing Director at Alvarez & Marsal,
brings 12 years of experience as an interim manager and financial
advisor to under-valued or under-performing companies and
companies in transition.

                     About Alvarez & Marsal

Founded in 1983 and headquartered in New York, Alvarez & Marsal is
a global professional services firm specializing in operational
and financial services to companies in transition.  A&M helps
businesses solve problems and create shareholder value.  With more
than 650 professionals across the US, Europe, Asia, and Latin
America, A&M delivers a distinct blend of leadership, problem
solving and value creation.  Drawing on its strong operational
heritage and hands-on approach, A&M works closely with
organizations and their stakeholders to help navigate complex
business issues.

                          About Vitesse

Vitesse Semiconductor Corporation (Nasdaq:VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse  
portfolio of high-performance, cost-competitive semiconductor
solutions for communications and storage networks worldwide.  
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet LAN, Ethernet-
over-SONET, Advanced Switching, Fibre Channel, Serial Attached
SCSI, Optical Transport, and other applications.

                         *     *     *

Moody's Investors Service revised Vitesse Semiconductor
Corporation's outlook to stable from negative and affirmed all
existing ratings for the company in October 2004.  

   * Senior Implied Rating of B1;

   * Long-Term Issuer Rating of B1; and

   * $135.4 million 4% convertible subordinated debentures due
     March 2005, rated B3.


WINN-DIXIE: Court Okays Rejection of Gem Cedar Lease for Store 997
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to:

    (a) reject the Gem Cedar Lease for Store No. 997 effective
        April 20, 2006; and

    (b) establish a bar date for Gem Cedar to file any rejection
        damage claim arising in connection with the Lease.

The Court directs Gem Cedar, L.L.C., to file any claim resulting
from the rejection of the Lease not later than May 20, 2006.

As reported in the Troubled Company Reporter on April 24, 2006,  
On Nov. 21, 1997, Winn-Dixie Raleigh, Inc., and Gem Cedar, L.L.C.,
entered into a lease for Store No. 997.  Pursuant to the terms of
the Lease, WD Raleigh pays Gem Cedar $503,782 in annual rent.

On Aug. 21, 2002, WD Raleigh subleased the premises to Cornerstone
Christian Church.  Under the Sublease, Cornerstone Christian is
required to pay WD Raleigh monthly rent at graduated rates in the
range between $8,298 and $23,744.

Cornerstone Christian defaulted under the Sublease by failing to
pay the correct prepetition rent due.  Cornerstone Christian also
stopped paying any rent since the Petition Date, D. J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
tells the Court.

WD Raleigh notified Cornerstone Christian of the default.
Cornerstone Christian failed to cure the default.  As a result,
WD Raleigh terminated the Sublease effective March 14, 2006.

As of March 14, 2006, Cornerstone Christian owes WD Raleigh
$405,780 in past due rent.

The Debtors now have no subtenant in the store and have exited
the Chesapeake, Virginia, market area.  The Debtors therefore
have no further need for the Lease and by rejecting it, will save
the estates $500,000 a year.

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: Can Ink Commercial Surety Pact With RLI Insurance
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to enter into a commercial surety agreement with RLI
Insurance Company.

As reported in the Troubled Company Reporter on April 24, 2006,
the Debtors and RLI have agreed that:

    1. RLI, in its sole discretion, will issue bonds on the
       Debtors' behalf of up to $10,000,000 and pay any claims
       made against the bonds;

    2. the Debtors will indemnify RLI for any losses incurred as a
       result of the issuance;

    3. the Debtors will pay RLI a percentage of each bond issued
       and a minimum annual payment -- the Premium Commitment;

    4. the Debtors will post letters of credit, obtained from the
       DIP Lender, as collateral under the bonds; and

    5. the Debtors will pay RLI reasonable attorneys' fees
       incurred in negotiating, documenting and obtaining approval
       of the Surety Agreement.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, asserts that the Surety Agreement is
beneficial to the Debtors and their estates because:

    1. RLI has agreed to a financial fee of 2% of the principal
       amount of any bond issued, with a minimum fee of $100 for
       each bond, which is competitive with other surety's rates;

    2. RLI will only require a collateral of 100% of any bond
       issued unlike other sureties that require posting of
       collateral of 125% of the face amount of the bond;

    3. RLI has agreed to a $120,000 Premium Commitment compared to
       other sureties, which require the Debtors to make a Premium
       Commitment of $250,000 or more; and

    4. establishing a relationship with a surety willing to help
       the Debtors meet the demands of the marketplace will assist
       the Debtors greatly as they prepare to exit from
       bankruptcy.

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: Broward County Wants Taxes Paid on Pompano Facility
---------------------------------------------------------------
Broward County asks the U.S. Bankruptcy Court for the Middle
District of Florida to hold that it possesses a valid secured
claim for Winn-Dixie Stores, Inc., and its debtor-affiliates' 2005
real estate and commercial personal property taxes, and that it is
entitled to payment for the taxes from the proceeds of the
proposed sale of the facility in Pompano Beach.

On April 6, 2005, the Broward County Revenue Collector filed its
secured Claim No. 205 for estimated 2005 real estate and
commercial personal property taxes for all of the Debtors' stores
and facilities located in Broward County, Florida.

Jeffrey J. Newton, Esq., counsel for Broward County, tells the
Court that a portion of Claim No. 205 included real estate and
commercial personal property taxes for the Debtors' distribution
facility located at 1141 SW 12th Avenue in Pompano Beach,
Florida.

As of April 12, 2006, Broward County has not received any
payments on the taxes on the Debtors' distribution facility.

Broward County asserts a lien pursuant to Florida Statutes.
Broward County also asserts that it holds a valid secured claim
for taxes and it is entitled to payment from the proceeds of the
proposed sale.

Mr. Newton says that Broward County consents to the sale if the
Debtors acknowledge its lien for taxes, and if the Debtors agree
to pay all taxes out of the proceeds of the proposed sale.

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).


WORLD WIDE: U.S. Trustee Wants Ch. 11 Case Converted to Ch. 7
-------------------------------------------------------------
Saul Eisen, the U.S Trustee for Region 9, asks the U.S. Bankruptcy
Court for the Eastern District of Michigan to convert World Wide
Financial Services, Inc.'s Chapter 11 case to a liquidation
proceeding under Chapter 7 of the Bankruptcy Code.

Paul J. Randel, Esq., reminds the Court that early in the case,
concerns were raised about the Debtor's ability to reorganize
because it has overwhelming debt and its ability to generate
revenue was questionable.  The revenue was a concern because the
Debtor was the subject of a highly publicized dispute with state
regulators and its license was potentially in jeopardy.  

The Debtor has now conceded that it engaged in numerous
inappropriate activities, many of which are broadly described as
"fraud" under state law.  The violations include:

   (a) engaging in improper lending practices including providing
       false data on loan application such as false borrower
       income data, false payment data, false debt obligation data
       and false employment data;

   (b) transmitting improper payoff information;

   (c) failing to maintain proper record of loan applications;

   (d) failing to property notify borrowers of denial of loan;
   
   (e) failing to maintain sufficient escrow funds; and

   (f) failing to provide annual statements of borrower accounts
       for loans it serviced.

According to Mr. Randel, the Debtor has now surrendered its
license.  It is asking for an extension of its exclusive right to
file a plan of reorganization to permit it to essentially create a
new business for which it does not need a license.  

The Debtor has not yet filed its monthly operating reports for
February, March and April.  The January operating report reported
revenues amounting to $4,420 against expenses amounting to
$57,424, Mr. Randel points out.  The Company is down to four
employees, though it is not clear what work they do because the
Company is a shell company now.  
   
Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors was
appointed in the case.  The Debtors' reported $2.5 million in
assets and $32.5 million in liabilities in their statement of
assets and debts.


WORLD WIDE: Largest Unsec. Creditor Wants Ch. 11 Trustee Appointed
------------------------------------------------------------------
GMAC-RFC asks the U.S. Bankruptcy Court for the Eastern District
of Michigan to appoint a chapter 11 trustee in World Wide
Financial Services, Inc.'s bankruptcy case.  GMAC-RFC is the
Debtor's largest unsecured creditor.

Sheryl L. Toby, Esq., at Dykema Gossett, PLLC, in Detroit,
Michigan, contends that the appointment of a chapter 11 trustee is
warranted because of the Debtor's:

    -- prepetition mismanagement;
   
    -- non-disclosure of insider transactions on its schedules;

    -- lack of current operations; and

    -- settlement with the State of Michigan Office of Financial
       and Insurance Services, which resulted to the loss of its
       license to continue operations and increased debt due to
       penalties to be assessed against the Debtor.

GMAC-RFC received Court authority to look into insiders' tax
returns.  The most recent return is for 2004.  GMAC-RFC found
discrepancies among the filed including unexplained and
undisclosed transfers of substantial assets prepetition to
insiders.  
   
Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors was
appointed in the case.  The Debtors' reported $2.5 million in
assets and $32.5 million in liabilities in their statement of
assets and debts.


* BOND PRICING: For the week of May 8 - May 12, 2006
----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    50
Adelphia Comm.                        7.750%  01/15/09    51
Adelphia Comm.                        7.875%  05/01/09    50
Adelphia Comm.                        8.125%  07/15/03    50
Adelphia Comm.                        8.375%  02/01/08    50
Adelphia Comm.                        9.250%  10/01/02    51
Adelphia Comm.                        9.375%  11/15/09    53
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    47
Adelphia Comm.                        9.875%  03/01/07    51
Adelphia Comm.                       10.250%  06/15/11    55
Adelphia Comm.                       10.250%  11/01/06    47
Adelphia Comm.                       10.500%  07/15/04    50
Adelphia Comm.                       10.875%  10/01/10    48
Aetna Industries                     11.875%  10/01/06     8
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    45
Amer & Forgn Pwr                      5.000%  03/01/30    68
Amer Color Graph                     10.000%  06/15/10    68
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    53
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         8.010%  01/02/10    73
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    58
Aviation Sales                        8.125%  02/15/08    44
Avondale Mills                       10.250%  07/01/13    58
Banctec Inc                           7.500%  06/01/08    73
Bank New England                      8.750%  04/01/99     8
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    53
CCH II/CCH II CP                     10.250%  01/15/10    69
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                     10.000%  05/15/11    62
Charter Comm Hld                     11.125%  01/15/11    65
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    61
CIH                                   9.920%  04/01/14    64
CIH                                  10.000%  05/15/14    63
CIH                                  11.125%  01/15/14    65
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    34
Comcast Corp.                         2.000%  10/15/29    41
Concentric Network                   12.750%  12/15/07     0
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    26
CPNL-Dflt12/05                        7.625%  04/15/06    56
CPNL-Dflt12/05                        7.750%  04/15/09    53
CPNL-Dflt12/05                        7.750%  06/01/15    25
CPNL-Dflt12/05                        7.875%  04/01/08    58
CPNL-Dflt12/05                        8.500%  02/15/11    37
CPNL-Dflt12/05                        8.625%  08/15/10    38
CPNL-Dflt12/05                        8.750%  07/15/07    58
CPNL-Dflt12/05                       10.500%  05/15/06    58
Cray Research                         6.125%  02/01/11     5
Curagen Corp.                         4.000%  02/15/11    71
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    28
Delco Remy Intl                       9.375%  04/15/12    50
Delco Remy Intl                      11.000%  05/01/09    56
Delphi Trust II                       6.197%  11/15/33    46
Delta Air Lines                       2.875%  02/18/24    28
Delta Air Lines                       7.541%  10/11/11    68
Delta Air Lines                       7.700%  12/15/05    27
Delta Air Lines                       7.900%  12/15/09    30
Delta Air Lines                       8.000%  06/03/23    28
Delta Air Lines                       8.187%  10/11/17    36
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    29
Delta Air Lines                       8.540%  01/02/07    42
Delta Air Lines                       8.540%  01/02/07    70
Delta Air Lines                       8.950%  01/12/12    28
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    27
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    72
Delta Air Lines                       9.375%  09/11/07    74
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    66
Delta Air Lines                       9.750%  05/15/21    28
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                       9.950%  06/01/06    70
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/01/12    62
Delta Air Lines                      10.000%  06/05/11    58
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    28
Delta Air Lines                      10.060%  01/02/16    70
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    27
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    28
Delta Air Lines                      10.375%  12/15/22    28
Delta Air Lines                      10.500%  04/30/16    75
Deutsche Bank NY                      8.500%  11/15/16    65
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    72
Dura Operating                        9.000%  05/01/09    57
DVI Inc                               9.875%  02/01/04    13
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    75
Eagle-Picher Inc                      9.750%  09/01/13    60
Emergent Group                       10.750%  09/15/04     0
Encysive Pharmacy                     2.500%  03/15/12    68
Encysive Pharmacy                     2.500%  03/15/12    68
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     2
Federal-Mogul Co.                     7.375%  01/15/06    63
Federal-Mogul Co.                     7.500%  01/15/09    61
Federal-Mogul Co.                     8.160%  03/06/03    57
Federal-Mogul Co.                     8.250%  03/03/05    53
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    62
Federal-Mogul Co.                     8.370%  11/15/01    57
Federal-Mogul Co.                     8.800%  04/15/07    64
Finova Group                          7.500%  11/15/09    32
Ford Motor Co                         6.500%  08/01/18    69
Ford Motor Co                         6.625%  02/15/28    68
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    68
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.650%  01/21/14    74
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       6.000%  01/21/14    74
Ford Motor Cred                       6.000%  01/20/15    72
Ford Motor Cred                       6.000%  02/20/15    72
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.050%  02/20/14    72
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.050%  04/21/14    74
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.250%  12/20/13    74
Ford Motor Cred                       6.250%  04/21/14    75
Ford Motor Cred                       6.250%  01/20/15    75
Ford Motor Cred                       6.250%  03/20/15    72
Ford Motor Cred                       6.500%  03/20/15    75
Ford Motor Cred                       7.500%  08/20/32    70
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    62
General Motors                        7.400%  09/01/25    69
General Motors                        7.700%  04/15/16    73
General Motors                        8.100%  06/15/22    71
General Motors                        8.250%  07/15/23    74
General Motors                        8.800%  03/01/21    74
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  01/15/19    73
GMAC                                  5.900%  02/15/19    74
GMAC                                  5.900%  10/15/19    72
GMAC                                  6.000%  02/15/19    75
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    74
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  08/15/19    75
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.150%  09/15/19    75
GMAC                                  6.250%  01/15/19    75
GMAC                                  6.350%  04/15/19    75
Graftech Intl                         1.625%  01/15/24    74
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    74
HNG Internorth                        9.625%  03/15/06    30
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    61
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    26
Iridium LLC/CAP                      11.250%  07/15/05    30
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    30
Isolagen Inc.                         3.500%  11/01/24    57
Isolagen Inc.                         3.500%  11/01/24    56
JL French Auto                       11.500%  06/01/09     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    54
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              10.875%  10/15/06    56
Kaiser Aluminum & Chem.              12.750%  02/01/03     7
Kellstrom Inds                        5.750%  10/15/02     0
Kevco Inc                            10.375%  12/01/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    75
Kmart Funding                         9.440%  07/01/18    43
Lehman Bros Hldg                     10.000%  10/30/13    72
Liberty Media                         3.750%  02/15/30    58
Liberty Media                         4.000%  11/15/29    64
Lifecare Holding                      9.250%  08/15/13    68
Macsaver Financl                      7.400%  02/15/02     2
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    66
Metamor WorldWide                     2.940%  08/15/04     1
Metricom Inc                         13.000%  02/15/10     0
Missouri Pac RR                       5.000%  01/01/45    74
Movie Gallery                        11.000%  05/01/12    62
MSX Int'l Inc.                       11.375%  01/15/08    64
Muzak LLC                             9.875%  03/15/09    60
New Orl Grt N RR                      5.000%  07/01/32    67
Northern Pacific RY                   3.000%  01/01/47    53
Northern Pacific RY                   3.000%  01/01/47    53
Northwest Airlines                    6.625%  05/15/23    49
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    49
Northwest Airlines                    7.875%  03/15/08    49
Northwest Airlines                    8.130%  02/01/14    66
Northwest Airlines                    8.700%  03/15/07    50
Northwest Airlines                    8.875%  06/01/06    48
Northwest Airlines                    8.970%  01/02/15    70
Northwest Airlines                    9.875%  03/15/07    51
Northwest Airlines                   10.000%  02/01/09    50
Northwest Airlines                   10.500%  04/01/09    49
Northwest Stl&Wir                     9.500%  06/15/01     0
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
O'Sullivan Ind                       10.630%  10/01/08    60
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    74
Outboard Marine                      10.750%  06/01/08     1
Overstock.com                         3.750%  12/01/11    72
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Pixelworks Inc.                       1.750%  05/15/24    71
Pliant-DFLT/06                       13.000%  06/01/10    46
Pliant-DFLT/06                       13.000%  06/01/10    48
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    64
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    71
Radnor Holdings                      11.000%  03/15/10    68
Read-Rite Corp.                       6.500%  09/01/04    14
Reliance Group Holdings               9.000%  11/15/00    21
Reliance Group Holdings               9.750%  11/15/03     1
Salton Inc.                          12.250%  04/15/08    68
Silicon Graphics                      6.500%  06/01/09    51
Solectron Corp.                       0.500%  02/15/34    70
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    74
Teligent Inc                         11.500%  12/01/07     0
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    70
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    74
Triton Pcs Inc.                       9.375%  02/01/11    75
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    50
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.350%  04/07/16    29
United Air Lines                      9.560%  10/19/18    56
United Air Lines                     10.020%  03/22/14    44
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    59
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.700%  01/01/49    20
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Werner Holdings                      10.000%  11/15/07    34
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Winsloew Furniture                   12.750%  08/15/07    20
Winstar Comm Inc                     10.000%  03/15/08     4
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4

                             *********

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 ***