TCR_Public/060516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 16, 2006, Vol. 10, No. 115

                             Headlines

ABLE LABORATORIES: Files Second Amended Chapter 11 Plan in N.J.
ACCURIDE CORP: Earns $20 Million in Quarter Ended March 31
ALLIED HOLDINGS: Judge Drake Reassigns Case to Judge Mullins
ALLIED HOLDINGS: Committee Objects to DIP Facility Amendment
ALPHA NATURAL: Buys Progress' Mining Operations for $23 Million

AMERICAN GREETINGS: S&P Rates Proposed $200 Mil. Sr. Notes at BB+
ASARCO LLC: Illinois Smelting Site to be Listed for EPA Clean-Up
AVETA INC: $250 Million PMC Medicare Buy Cues S&P's Negative Watch
CALVARY ASSEMBLY: Case Summary & Largest Unsecured Creditor
CARDSYSTEMS SOLUTIONS: Case Summary & 19 Largest Unsec. Creditors

CENTENNIAL COMMS: Feb. 28 Balance Sheet Upside-Down by $1 Billion
CINCANO FARMS: Case Summary & 3 Largest Unsecured Creditors
CLEAN EARTH: Agrees to Sell Assets to Alamo Group for $8.8 Million
COLLINS & AIKMAN: GM Appeals Transition Plan in District Court
COLLINS & AIKMAN: Unit Insists GECC Leases are Financing Deals

COLLINS & AIKMAN: Court Approves Lathrop & Gage as Special Counsel
CONSOLIDATED COMMS: S&P Revises $455MM Loan Recovery Rating to '2'
CORAL BAY: Voluntary Chapter 11 Case Summary
CORNING INC: Shareholders Vote on Compensation Program Amendments
CROWN CASTLE: Moody's Rates $1.25 Billion Sr. Secured Loan at B2

CROWN CASTLE: S&P Rates $1.25 Billion Senior Secured Loan at BB
CUMULUS MEDIA: $200MM Stock Repurchase Cues S&P's Negative Watch
DANA CORPORATION: Rejects 35 Unexpired Equipment Leases
DANA CORP: American Real Estate to Appeal Equity Trading Decision
DANA CORP: Gets Court Approval to Hire Ernst & Young as Advisors

DENBURY RESOURCES: Earns $43.7 Million in Quarter Ended March 31
DEUTSCHE MORTGAGE: S&P Lifts Rating on Class B-4 Transactions
EASYLINK SERVICES: Grant Thornton Raises Going Concern Doubt
EDUCATION MANAGEMENT: S&P Junks Rating on $760 Mil. Senior Notes
ENTERGY NEW ORLEANS: Taps Taggart Morton as Special Counsel

FINOVA GROUP: Ernst & Young Raises Going Concern Doubt
FIRST HORIZON: Fitch Holds BB Rating on Class B-5 Certificates
FIRSTLINE CORP: Gets Court Nod to Borrow $12 Mil. from Wells Fargo
FOAMEX INTERNATIONAL: Goldman Sachs Discloses 19.9% Stake
FOUNTAINHEAD DEVELOPMENT: Case Summary & 23 Largest Creditors

GALLERIA INVESTMENTS: Gets Interim Access to Cash Collateral
HARD ROCK: Sale to Morgan Cues S&P to Retain Developing Watch
HOSPITAL GENERAL: Case Summary & 20 Largest Unsecured Creditors
HOUSE OF TAYLOR: Stonefield Josephson Raises Substantial Doubt
INTEGRATED ELECTRICAL: Emerges From Pre-Arranged Chapter 11

INTEGRATED HEALTH: Wants Until Sept. 1 to Object to Claims
J.L. FRENCH: Committee Hires Foley & Lardner as Bankruptcy Counsel
J.L. FRENCH: Committee Hires Ashby & Geddes as Delaware Counsel
JACOBS ENT: Offers to Buy Back $148 Mil. of 11-7/8% Senior Notes
KAISER ALUMINUM: Names Joseph Bellino as Chief Financial Officer

KAREN FORD: Case Summary & 15 Largest Unsecured Creditors
KNOLOGY INC: S&P Junks Rating on $97 Mil. Senior Sec. Term Loan
LONGVIEW FIBRE: Harvesting Plan Prompts Moody's to Cut Ratings
LORBER INDUSTRIES: Court Establishes June 30 as Claims Bar Date
MAGELLAN HEALTH: Earns $22.3 Million in First Quarter of 2006

MAGSTAR TECHNOLOGIES: Virchow Krause Raises Going Concern Doubt
MARKSON ROSENTHAL: Hires Becker Meisel as Bankruptcy Counsel
MARKSON ROSENTHAL: U.S. Trustee Appoints Seven-Member Committee
MARKSON ROSENTHAL: Conducting Auction Sale of Assets on May 24
MERIDIAN AUTOMOTIVE: Has Until May 29 to File Disclosure Statement

MERIDIAN AUTOMOTIVE: Hennigan Replaces Milbank as 1st Lien Counsel
MERIDIAN AUTOMOTIVE: Milbank Tweed Appeals Disqualification
MTR GAMING: S&P Rates Proposed $125 Million Senior Notes at B-
NANO SUPERLATTICE: Simon & Edward Raises Going Concern Doubt
OCA INC: Files Plan and Disclosure Statement in Louisiana

ONEIDA LTD: Bankruptcy Court Approves Disclosure Statement
ONEIDA LTD: Gets Access to $40-Mil. DIP Loan from JPMorgan, et al.
PANTRY INC: Improved Operating Performance Cues S&P to Lift Rating
PATRON SYSTEMS: Net Losses Prompt Marcum's Going Concern Doubt
PICKUPS PLUS: Lazar Levine Raises Going Concern Doubt

POSITRON CORPORATION: Recurring Losses Spur Going Concern Doubt
PTC ALLIANCE: Gets Interim Court Nod for $35.3 Mil. DIP Financing
PUTNAM STRUCTURED: Fitch Holds BB+ Rating on Two Notes Classes
REVLON INC: March 31 Balance Sheet Upside-Down by $1 Billion
SAINT VINCENTS: Exclusive Plan Filing Period Intact Until Aug. 15

SAINT VINCENTS: Wants to Sell Two Hospitals in Queens
SARASWATI MANDIRAM: Case Summary & 20 Largest Unsecured Creditors
SCIERIE CED-OR: Files Assignment under Canadian Bankruptcy Law
SFBC INTERNATIONAL: S&P Puts B+ Corp. Credit Rating on Neg. Watch
SILICON GRAPHICS: Organizational Meeting Scheduled for Thursday

SITESTAR CORP: Working Capital Deficit Prompts Going Concern Doubt
SMURFIT-STONE: Sells Consumer Packaging Unit for $1.04 Billion
SORELL INC: Auditor Raises Going Concern Doubt
SORELL INC: Sold $1 Mil. Sr. Convertible Notes to Four Investors
SPECIALTY FOODS: Provides Default Status Report on Senior Loans

SPX CORPORATION: Moody's Rates $1.625 Billion Senior Loans at Ba1
STATION CASINOS: Earns $41.1 Million in First Quarter of 2006
TELTRONICS INC: Dec. 31 Balance Sheet Upside-Down by $2.5 Million
THINKPATH INC: Schwartz Levitsky Raises Going Concern Doubt
TRANS MAX: Bagell Josephs Raises Going Concern Doubt

TRUMP ENT: Posts $9.7 Million Net Loss in Quarter Ended March 31
TXU CORP: Earns $576 Million in Quarter Ended March 31
UNIFI INC: Receives 99.26% Requisite Consents for 6-1/2% Notes
VIKING SYSTEMS: Peterson & Co. Raises Going Concern Doubt
VOUGHT AIRCRAFT: Higher Losses Prompt S&P's Negative Watch

WASHINGTON MUTUAL: Fitch Holds BB- Rating on Class B5 Certificates
WESCORP ENERGY: Dale Matheson Raises Going Concern Doubt
WESTPOINT STEVENS: Case Dismissal Hearing Adjourned to June 1
WESTPOINT STEVENS: Asks District Court to Dismiss Antitrust Case
WINDOW ROCK: Disclosure Statement Hearing Moved to May 24

WORLDCOM INC: Summary Judgment on HSG Claims Draws Mixed Emotions
WORLDGATE COMM: Recurring Losses Cue Marcum's Going Concern Doubt

* Large Companies with Insolvent Balance Sheets

                             *********

ABLE LABORATORIES: Files Second Amended Chapter 11 Plan in N.J.
---------------------------------------------------------------
Able Laboratories, Inc., delivered its First Modified Disclosure
Statement explaining its Second Amended Plan of Reorganization to
U.S. Bankruptcy Court for the District of New Jersey.

                            Asset Sale

As reported in the Troubled Company Reporter on Dec. 29, 2005, the
Debtor sold substantially all of its assets to Sun Pharmaceutical
Industries, Inc., a subsidiary of Sun Pharmaceutical Industries
Limited, for $23,145,000.  In connection with the sale, Sun
assumed Able's lease at its premises located in Cranbury, New
Jersey, and purchased Able's premises at 6 Hollywood Court, South
Plainfield, New Jersey.  Sun also assumed a limited number of the
company's contracts.

                        Terms of the Plan

The cash generated from the Sun Sale Transaction will be used to
fund the Plan and be distributed to creditors in order of their
statutory priority.

The Plan will also be funded from the collection of outstanding
account receivables, other miscellaneous assets not sold, and from
proceeds from causes of actions.

The Plan provides for the continuation of the Debtor's business
for completion of Food and Drug Administration compliance,
assisting other government agencies with inquiries regarding the
Debtor, the wind up of affairs and conversion of all of the
Debtor's remaining assets to cash and the distribution of the net
proceeds to creditors in accordance with the priorities
established by the Bankruptcy Code.

                Treatment of Claims and Interests

In excess of 280 proofs of claim were filed in the Debtor's
chapter 11 cases totaling approximately $699 million. The Debtor
estimates that it will object to approximately 195 claims, in
whole or in part, for an aggregate objection amount of
approximately $665 million.  The estimation of recoveries makes
these assumptions:

   -- the estimated aggregate amount of allowed secured claims
      against the Debtor is less than $ 7 million; and

   -- the estimated aggregate amount of asserted unsecured claims
      against the Debtor is approximately $699 million.  The
      actual amount of allowed general unsecured claims, as well
      as the estimated recovery of creditors holding allowed
      general unsecured claims will largely depend upon the
      outcome of certain disputed claims, including a disputed
      class action claim in the asserted amount of $280 million as
      well as the outcome of litigation with certain former
      employees of the Debtor.  The Debtor says it cannot predict
      whether all or a portion of the disputed claims will be
      allowed.  In the event all Disputed Claims are allowed, the
      percentage distribution to holders of Allowed General
      Unsecured Claims will be substantially diminished.

AmerisourceBergen Corp., a secured creditor, will receive, at the
Debtor's option, either:

   (a) full cash payment;

   (b) net proceeds of the sale of collateral up to the amount of
       the allowed claim;

   (c) the collateral securing the allowed claim;

   (4) another treatment that leaves unaltered the legal,
       equitable and contractual rights of AmerisourceBergen; or

   (5) other treatment as the Bankruptcy Court will approve in
       connection with confirmation of the Debtor's Plan through a
       "cram down" under Section 1129(b) of the Bankruptcy Code.

Holders of general unsecured claims is estimated to recover 27% of
their claims.   Holders of claims amounting to $500 or less or
those who elect to reduce their claims to $500 will be paid in
full.

Holders of subordinated claims and shareholders will get nothing.

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

  http://www.researcharchives.com/bin/download?id=060515204240

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- develops and manufactures generic
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  David H. Stein, Esq.,
Michael F. Hahn, Esq., and Walter J. Greenhalgh, Esq., Duane
Morris LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $59.5 million in total assets and $9.5
million in total debts.


ACCURIDE CORP: Earns $20 Million in Quarter Ended March 31
----------------------------------------------------------
Accuride Corp. 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 $20,035,000 net income on $359,925,000 of
net sales for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$1,246,979,000 in total assets and $1,050,368,000 in total
liabilities, resulting in a stockholders' equity of 196,611,000.

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?925

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco and Brillion.

Accuride Corporation's 8-1/2% Senior Subordinated Notes due 2015
carry Moody's Investors Service's B3 rating and Standard & Poor's
B- rating.


ALLIED HOLDINGS: Judge Drake Reassigns Case to Judge Mullins
------------------------------------------------------------
Judge W. Homer Drake, Jr., of the U.S. Bankruptcy Court for the
Northern District of Georgia recuses himself from the Chapter 11
cases of Allied Holdings, Inc., and its debtor-affiliates.

Judge Drake directs the Clerk of the Court to transfer the case
to the Atlanta Division, reassign the case to Judge Ray Mullins,
and notify parties-in-interest of the reassignment.

Judge Drake did not disclose any reason for his recusal.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Committee Objects to DIP Facility Amendment
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Holdings,
Inc. and its debtor-affiliates asserts that any amendment to the
Debtors' DIP Facility Agreement with General Electric Capital
Corporation, Morgan Stanley Senior Funding, Inc., and the other
lenders should:

    * resolve existing defaults;

    * not expand the scope -- and increase the amount -- of
      prepayment premiums;

    * not force the Debtors to obtain additional financing without
      adequate justification;

    * not place the Debtors at risk of default; and

    * assure that all future benchmarks are likely to be
      attainable.

New advances must also not be subject to the Default Rate of
Interest, Richard B. Herzog, Jr., Esq., at Nelson Mullins Riley &
Scarborough, LLP, in Atlanta, Georgia, asserts.

Mr. Herzog informs the Court that the Debtors' Fourth Amendment
to their Credit Agreement and Loan Documents extends the
prepayment premium to Term Loan A, Term Loan B, the Protective
Overadvance, or all three.  The Amendment does not guarantee the
Debtors any additional funding.  It merely provides for
additional advances "up to $5,000,000" to be advanced by the Term
Loan B Agent "in its discretion," Mr. Herzog says.

Moreover, the prepayment premium is defined as "1% of the
outstanding amount of the loan" and yet, "loan" is not defined.

According to Mr. Herzog, although the Fourth Amendment at first
appears to apply an interest rate of LIBOR plus 9.5% to any
Protective Overadvances, it later appears that the interest rate
would initially be the 2%-higher Default Rate of Interest.  The
lower rate would apply only if the Debtors "obtain a commitment,
in form and substance satisfactory to the Agents, for additional
funds to be provided on or before June 19, 2006 in an amount of
not less than $20,000,000."

The Debtors are also not guaranteed any extension of the Maturity
Date beyond May 18, 2006.

The Fourth Amendment imposes modified financial covenants, and
yet the Debtors have not shown whether they can achieve these new
benchmarks, Mr. Herzog continues.  Because Debtors are obligating
themselves now to obtain Additional Financing by June 19, 2006,
at an unknown rate and on terms that appear to be in the
exclusive control of the Lenders, it is impossible to determine,
let alone assess, whether the benchmarks that are not being
changed in the "amendment" will be attainable.

Additionally, the Debtors have not provided a black-line of the
Credit Agreement reflecting the numerous "additional amendments"
referenced in the Fourth Amendment.  Nor has any explanation of
the need for any of the additional amendments been given.

To obtain approval of the Fourth Amendment, the Committee asks
the Court to require the Debtors to show whether:

    1) the proposed financing is an exercise of sound and
       reasonable business judgment;

    2) alternative financing is available on any other basis;

    3) the proposed financing is in the best interest of the
       estates and their creditors;

    4) any better offers, bids, or timely proposals are before the
       Court;

    5) the proposed financing is necessary to preserve the assets
       of the estates, and is necessary, essential and appropriate
       for the continued operation of the Debtors' businesses;

    6) the terms of proposed financing are fair, reasonable and
       adequate, given the circumstances of the Debtors and their
       postpetition lenders; and

    7) the financing agreement was negotiated in good faith and at
       arm's-length between the Debtors and their postpetition
       lenders.

The Committee also asks for an opportunity to examine the
evidence that the Debtors contend supports their request.

                 Allied Signs Consent Agreement

In a regulatory filing with the Securities and Exchange
Commission, Allied Holdings, Inc., discloses that it entered into
a Consent Agreement on May 1, 2006, with respect to its amended
Debtor-in-Possession Credit Agreement with:

     * General Electric Capital Corporation,
     * Morgan Stanley Senior Funding, Inc., and
     * the other lenders.

Thomas H. King, executive vice president and chief financial
officer of Allied Holdings, relates that the Consent Agreement
extends until May 30, 2006, the date by which Allied is required
to deliver to the Lenders the Company's audited financial
statements for the fiscal year ended December 31, 2005, and other
related deliveries required under the terms of the DIP Facility.

"The Consent Agreement does not affect the Company's previously
disclosed defaults under the DIP Facility with respect to certain
financial covenants or the forbearance provisions relating to
such defaults, which defaults remain outstanding," Mr. King
explains.

All other terms and conditions of the DIP Facility, as amended,
will remain in full force and effect.

                   About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALPHA NATURAL: Buys Progress' Mining Operations for $23 Million
---------------------------------------------------------------
Alpha Natural Resources, Inc. (NYSE: ANR) completed the
acquisition of certain coal mining operations in eastern Kentucky
from Progress Fuels Corp., a subsidiary of Raleigh, North
Carolina-based Progress Energy (NYSE: PGN).

Alpha acquired the stock of Diamond May Coal Co. and Progress Land
Corp. and certain assets of Kentucky May Coal. Co., Inc. from
Progress Fuels.  Collectively the acquired businesses control
73 million tons of coal reserves and produced about three million
tons of coal last year.  The purchase price was $23 million plus
an adjustment of approximately $3.7 million for working capital,
subject to post-closing adjustments.

Alpha financed the transaction through its revolving credit
facility.

                  About Alpha Natural Resources

Headquartered in Abingdon, Virginia, Alpha Natural Resources Inc.
--http://www.alphanr.com/-- is a leading producer of high-quality
Appalachian coal.  Including the newly acquired Progress
operations, approximately 91% of the company's reserve base is
high Btu coal and 84% is low sulfur, qualities that are in high
demand among electric utilities, which use steam coal.  Alpha is
also one of the nation's largest producers and exporters of
metallurgical coal, a key ingredient in steel manufacturing.
Alpha and its subsidiaries currently operate mining complexes in
four states, consisting of 72 mines feeding 12-coal preparation
and blending plants.  The company and its subsidiaries employ more
than 3,700 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Alpha Natural Resources Inc. and assigned its
'BB-' bank loan rating and '1' recovery rating to Alpha's proposed
$500 million senior secured credit facility.


AMERICAN GREETINGS: S&P Rates Proposed $200 Mil. Sr. Notes at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
American Greetings Corp.'s proposed $200 million senior unsecured
notes due 2016.  These notes are rated one notch below the
corporate credit rating, indicating their disadvantaged position
relative to bank lenders and other priority liabilities. "Proceeds
from this issuance, along with cash or lines of credit, are
expected to be used to finance American Greetings' tender for the
$300 million 6.1% notes due 2028, and the remainder, if any, for
general corporate purposes," said Standard & Poor's credit analyst
Alison Sullivan.

The corporate credit rating on American Greetings is BBB-
/Positive/--.  The ratings on the company reflect its strong
market position and improving financial profile as a result of
debt reduction, as well as ample liquidity.

Ratings List

American Greetings Corp.

  Corporate credit rating             BBB-/Positive/--
  $650 million sr sec credit facility BBB- (Recovery Rating 2)
  Senior secured notes                BBB-
  Convertible notes                   BB+

Ratings Assigned

  $200 million sr unsecured notes     BB+


ASARCO LLC: Illinois Smelting Site to be Listed for EPA Clean-Up
----------------------------------------------------------------
The U.S. Environmental Protection Agency said that a former metal
smelting property in Taylor Springs, Illinois, owned by ASARCO,
has been proposed for addition to the Superfund National
Priorities List.

Nationally, six sites were added to the list and four were
proposed for addition to the list.  The sites are named in the
Federal Register.  The ASARCO Taylor Springs site is the
only site of the 10 in EPA Region 5, the Great Lakes states.

The NPL guides EPA in determining which sites warrant further
federal action.  Since Superfund's inception, cleanup at about 70%
of NPL sites has been paid for or performed by parties held
responsible for the contamination.  For the newly listed or
proposed sites, EPA does not expect to need significant
construction funds for several years, until thorough
investigations of the sites are completed.

The 181-acre Taylor Springs site currently contains a zinc smelter
and zinc oxide production facility owned by ASARCO.  The zinc
oxide facility was operated by American Zinc Lead and Smelting Co.
and more recently by Midwest Zinc.  Pollution on the property --
including contaminated soil and two production waste slag piles
containing lead, arsenic, cadmium and other metals -- dates to
1911.  Some waste materials were also used for in-fill at nearby
residential properties.

Since 1994 ASARCO has performed a series of site investigations
under the supervision of Illinois EPA.  With the site's proposed
NPL listing, EPA and Illinois EPA will work jointly to move the
remediation process forward.

Illinois EPA will work jointly to move the remediation process
forward.  With Federal Register notice, a 60-day public comment
period on the proposed NPL listing begins.  More information,
including background information about the NPL process and
information about submitting comments on the proposed sites is at
http://www.epa.gov/superfund/sites/npl/current.htm

The just-added sites bring the total to 1,244 final NPL
sites, with 59 proposed sites awaiting final agency action.
Cleanup construction has been completed at 970 sites.

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).


AVETA INC: $250 Million PMC Medicare Buy Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit ratings on Aveta Inc. and its affiliates NAMM Holdings Inc.
and MMM Holdings Inc. on CreditWatch with negative implications
following the announcement of its definitive agreement to acquire
PMC Medicare Choice, which is based in Puerto Rico.

The transaction, currently valued at about $250 million, is
material relative to Aveta's existing financial profile and
indicative of Aveta's growing willingness to enhance its
competitive position through acquisition.  "Although we are
comfortable with Aveta's ability to finance the transaction, we
need to further analyze the strategic, operational, and financial
implications to better determine the likely impact on Aveta's
credit profile," said Standard & Poor's credit analyst Joseph
Marinucci.

Standard & Poor's expects to meet with Aveta's management team
within thirty days to discuss the acquisition and its
implications.  In June 2006, Standard & Poor's may affirm or lower
(by one-notch) the ratings on Aveta or revise the outlook to
stable or negative.


CALVARY ASSEMBLY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Calvary Assembly of God of Rogers, Inc.
        2626 West New Hope Road
        Rogers, Arizona 72758

Bankruptcy Case No.: 06-70902

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: May 12, 2006

Court: Western District of Arkansas (Fayetteville)

Judge: Richard D. Taylor

Debtor's Counsel: Donald A. Brady, Jr.
                  Adams & Brady, PLLC
                  216 1/2 East Emma Avenue
                  Springdale, Arizona 72764
                  Tel: (479) 927-9062
                  Fax: (479) 927-9039

Total Assets: $1,200,000

Total Debts:    $495,000

Debtor's Largest Unsecured Creditor:

   Entity                           Claim Amount
   ------                           ------------
   Arkansas National Bank                Unknown
   P.O. Box 1923
   Rogers, AR 72757


CARDSYSTEMS SOLUTIONS: Case Summary & 19 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Cardsystems Solutions, Inc.
        aka Salaris Merchant Solutions
        aka Maverick International Processing Services, Inc.
        aka NeuralTech, Inc.
        P.O. Box 1269
        Sonoita, Arizona 85637-1269

Bankruptcy Case No.: 06-00515

Type of Business: The Debtor is a subsidiary of the electronic
                  payment solutions company Pay By Touch Payment
                  Solutions, LLC.  Pay By Touch is a global leader
                  of biometric authentication, loyalty &
                  membership, and provides convenient and secured
                  payment electronic transactions for businesses
                  and consumers.  See http://www.paybytouch.com/
                  and http://www.cardsystems.com/

Chapter 11 Petition Date: May 12, 2006

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Frederick J. Petersen, Esq.
                  Mesch, Clark & Rothschild, P.C.
                  259 North Meyer Avenue
                  Tucson, Arizona 85701
                  Tel: (520) 624-8886
                  Fax: (520) 798-1037

Total Assets: $13,087,515

Total Debts:  $23,860,343

Debtor's 19 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Merrick Bank Corporation               $13,482,998
   c/o Richard Urrutia
   10705 South Jordan Gateway, Suite 200
   South Jordan, UT 84095

   Merrick Bank                            $5,866,087
   10705 South Jordan Gateway, Suite 200
   South Jordan, UT 84095

   St. Kitts Nevis Anguilla                $1,700,935
   National Bank, Ltd.
   Central Street, P.O. Box 343
   Basseterre, St. Kitts, W.I.

   Key Consumer Payments                     $328,909
   4910 Tiedeman Road
   Brooklyn, OH 44144

   Citicorp Credit Services, Inc.            $271,534
   1 Court Square
   Long Island City, NY 11120

   First State Bank Flagstaff                 $93,613

   Societe Generale                           $91,563

   International Card Services, B.V.          $78,231

   Australia & New Zealand                    $70,774
   Banking Group, Ltd.

   UBS AG                                     $70,024

   First Regional Bank                        $67,477

   Westpac Banking Corporation                $61,466

   Credit Suisse                              $58,843

   Barclaycard                                $58,059

   Visa Belgium/Bank Card Co.                 $52,867

   Teller A/S                                 $52,674

   The Royal Bank of Scotland PLC             $49,771

   Deutscher Sparkassen (DSGV)                $40,647

   The Bankcorp Bank                           $9,000


CENTENNIAL COMMS: Feb. 28 Balance Sheet Upside-Down by $1 Billion
-----------------------------------------------------------------
Centennial Communications Corp. filed its financial statement for
the quarter ended February 28, 2006 with the Securities and
Exchange Commission.

The Company's balance sheet at February 28, 2006 showed
$1,409,232,000 in total assets and $2,481,422,000 in total
liabilities resulting in a total stockholders' deficit of
$1,072,190,000.

The Company's balance sheet also showed total current assets of
$244,310,000 and total current liabilities of $211,949,000.

For the three months ended February 28, 2006, the Company reported
$16,858,000 in net income and $232,465,000 in revenues.

A full-text copy of Centennial Communications' financial statement
for the quarter ended February 28, 2006 is available for free at
http://researcharchives.com/t/s?8f6

Headquartered in Wall, New Jersey, Centennial Communications
Corporation -- http://www.centennialwireless.com-- provides
wireless communications and broadband services in the Caribbean
and wireless communications in the United States.  It provides
wireless and broadband services including switched voice,
dedicated (private line), video and other services over its own
fiber optic, coaxial and microwave network in the Caribbean.  The
Group also offers its customers web page design, hosting, web
casting, integration services and a variety of e-commerce design
and related services.  The Group converted the cable network to
digital with capacity to support up to 392 channels.  At May 31,
2002, these cable systems passed approximately 300,000 homes and
had approximately 91,600 subscribers.  The Group owns and operates
wireless telephone systems in the United States pursuant to 30
wireless licenses.  US Wireless accounted for 49% of fiscal 2002
revenues; Caribbean Wireless, 32% and Caribbean Broadband, 19%.


CINCANO FARMS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cincano Farms Ltd., LLC
        1933 Swede Gulch Road
        Golden, Colorado 80401

Bankruptcy Case No.: 06-12680

Chapter 11 Petition Date: May 12, 2006

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: M. Frances Cetrulo, Esq.
                  Berenbaum Weinshienk & Eason, P.C.
                  370 17th Street, Suite 4800
                  Denver, Colorado 80202
                  Tel: (303) 825-0800
                  Fax: (303) 629-7610

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Mike Martin d/b/a SnoCrest            $30,000
   Construction
   c/o Jay Muhaisen
   Muhaisen & Muhaisen
   1450 South Havana Street
   Suite 304
   Aurora, CO 80012

   Hamilton and Faatz                    $21,436
   1600 Broadway, Suite 500
   Denver, CO 80202-4905

   DSRW EnterPrises Inc.                  $7,500
   90 Rio Grande Boulevard
   Denver, CO 80223


CLEAN EARTH: Agrees to Sell Assets to Alamo Group for $8.8 Million
------------------------------------------------------------------
Alamo Group Inc. (NYSE: ALG) reached an agreement in principle to
acquire certain assets from Clean Earth Environmental Group, LLC
and Clean Earth Kentucky, LLC, collectively referred to as Clean
Earth.  These assets include the Vac-All and sewer vacuum truck
lines and the SHARC street sweeper line, together with related
inventory and certain other assets that relate to these
businesses.

Clean Earth has been operating under Chapter 11 bankruptcy
protection since Jan. 24, 2006, and the closing of the acquisition
is subject to certain requirements being met pursuant to a court
order, which was approved on May 12, 2006 by the U.S. Bankruptcy
Court for the Eastern District of Kentucky.  It is anticipated
that the transaction will close within ten days.

The purchase price for the assets is $8.875 million and sales for
the product lines to be acquired were approximately $15 million in
2005.

                        About Alamo Group

Alamo Group Inc. is a leader in the design, manufacture,
distribution and service of high quality equipment for right-of-
way maintenance and agriculture.  Its products include tractor-
mounted mowing and other vegetation maintenance equipment,
excavators, street sweepers, snowblowers, pothole patchers,
agricultural implements and related after market parts and
services.  The Company, founded in 1969, has over 2,290 employees
and operates fourteen plants in North America, Europe and
Australia as of March 31, 2006.  The corporate offices of Alamo
Group Inc. are located in Seguin, Texas and the headquarters for
the Company's European operations are located in Salford Priors,
England.

                        About Clean Earth

Headquartered in Cynthiana, Kentucky, Clean Earth Kentucky, LLC --
http://www.cleanearthllc.com/-- manufactures specialized sewer
machines, street sweepers, and refuse trucks.  The Company and its
affiliate, Clean Earth Environmental Group, LLC, filed for chapter
11 protection on Jan. 24, 2006. (Bankr. E.D. Ky. Lead Case No. 06-
50052). Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represents the Debtors in their restructuring efforts.  R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from its creditors, they
estimated individual assets and debts between $10 million to $50
million.


COLLINS & AIKMAN: GM Appeals Transition Plan in District Court
--------------------------------------------------------------
General Motors Corporation asks the U.S. District Court for the
Eastern District of Michigan to find whether the U.S. Bankruptcy
Court for the Eastern District of Michigan erred in denying
Collins & Aikman Corporation and its debtor-affiliates' request
for authority to enter into an agreement with GM resolving issues
regarding the resourcing and transition of a GM program.

Robert B. Weiss, Esq., and Jordan M. Sickman, Esq., at Honigman
Miller Schwartz and Cohn LLP, in Detroit, Michigan, represent GM.

As reported in the Troubled Company Reporter on April 4, 2006, the
Bankruptcy Court rejected the Debtors' request to assist GM in
resolving commercial and legal issues related to the resourcing
and transition of their supply agreements based on a sealed
objection submitted by the Official Committee of Unsecured
Creditors.

The Debtors manufactured cockpit, instrument panel and center
consoles for GM under a supply program.  GM elected to resource
the GM Program from the Debtors to another supplier and requested
the Debtors to assist in the transition.

Pursuant to the GM transition agreement:

   (a) the Debtors will cooperate with and assist GM in the
       resourcing of the GM Program to another supplier by
       providing certain transition services;

   (b) GM will reimburse the Debtors for expenses incurred in
       connection with the transition services;

   (c) GM will transfer and award certain existing and future
       business to the Debtors;

   (d) The Debtors will grant GM a license to use certain
       intellectual property necessary for the manufacture and
       production of certain GM programs; and

   (e) GM will issue tooling purchase orders to the Debtors and
       fund the tooling.

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


COLLINS & AIKMAN: Unit Insists GECC Leases are Financing Deals
--------------------------------------------------------------
Collins & Aikman Products Co. asks the U.S. Bankruptcy Court for
the Eastern District of Michigan to recharacterize three so-called
Master Lease Agreements with General Electric Capital Corporation
pursuant to a series of "sale/leaseback" transactions.  C&A
Products believes that the Master Lease Agreements are disguised
secured financing transactions.

                   GECC Master Lease Agreements

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that in late 2000 or early 2001, Heartland
Industrial Partners, L.P. assumed management of C&A Products,
developed an expansion plan for its businesses and began
investigating targets for acquisition.  Heartland implemented its
expansion plan for C&A Products and led the company in
consummating multiple acquisitions that expanded the company's
operations and revenues.  The acquisitions were financed through
incurring debt and issuing equity.

In 2001, C&A Products consummated four major acquisitions that
more than doubled the company's sales.  The largest acquisition
was the purchase of a division of Textron, Inc., known as
TAC-Trim.  Heartland negotiated a credit agreement pursuant to
which C&A Products could borrow funds to consummate the
acquisition, fund the transition period and finance its
operations.

Because of certain prepayment conditions in the Credit Agreement,
C&A Products was required to secure additional, substantial
financing to enable it to close the TAC-Trim acquisition.
Obtaining the additional financing proved extremely difficult
because most of C&A Products' assets were either already
mortgaged as a result of the multiple acquisitions or were
pledged as collateral under the Credit Agreement.  Thus, the
company's excess or "free" assets were insufficient to secure the
additional financing necessary to acquire TAC-Trim.

To overcome the shortfall, Heartland approached GECC and
requested that it finance the balance of the funds necessary to
consummate the TAC-Trim acquisition.  Because C&A Products'
excess assets were insufficient to support the requested
financing on a traditional basis, the parties discussed financing
in the form of a "sale/leaseback" transaction.  GECC proposed to
finance $60,000,000 over a period of a year and a half with an
initial repayment term of six years.

However, GECC would fund the first $10,000,000 and then arrange a
syndicate of lenders to finance the $50,000,000 balance.  In
addition, although the Financing Proposal stated that GECC would
be considered the owner for federal income tax purposes, all of
the burdens and risks of ownership were to remain with C&A
Products.

Mr. Schrock points out that the Financing Proposal did not
identify any specific equipment to be "purchased" by GECC and
"leased" back to C&A Products.  Instead, C&A Products would
determine the amount it needed under a particular draw, identify
particular items or groupings of equipment it believed would
support the draw amount, and GECC would then "purchase" the
equipment in the amount of the draw and "lease" it back to C&A.

Negotiations with GECC culminated in a financing that occurred in
three phases in the form of three purported sale/leaseback
transactions:

   -- the first occurred prior to the TAC-Trim closing;

   -- the second was concurrent with the closing of the TAC-Trim
      acquisition and the Credit Agreement; and

   -- the third occurred two-and-a-half years thereafter.

                  Phase I & Phase II Agreements

On August 7, 2001, C&A entered into the TAC-Trim purchase
agreement.  On the same day, C&A and GECC entered into a master
lease agreement pursuant to which GECC funded the first phase of
the financing.  Because it became apparent that C&A would require
additional financing, C&A and GECC subsequently entered into a
second master lease agreement, pursuant to which GECC funded the
second phase of the financing.

According to Mr. Schrock, all parties understood that the funds
borrowed under the Phase I and II Agreements were to be used to
subsidize the financing of the TAC-Trim acquisition and enable
the closing of the acquisition and the Credit Agreement.

The Phase I and II Agreements provided for the sale to GECC and
the leaseback to C&A Products of equipment owned.  Mr. Schrock
says that C&A Products retained possession of the equipment at
all times.  GECC purchased the equipment from C&A with the
express intention of leasing the equipment back to C&A and had no
other use or purpose for the equipment.

The parties agreed that "purchase price" of the equipment under
the Phase I and II Agreements is equal to the "fair market
value-removal of the "purchased equipment."  However, Mr. Schrock
notes that the actual "purchase price" had exceeded the fair
market value:

                                   Phase I           Phase II
                                   -------           --------
   Purchase Price              $24,385,696        $23,086,054

   Actual fair market
   value-removal of the
   "purchased" equipment        $8,309,200         $4,142,615

   Stream of "lease
   payments"                   $32,288,622        $30,658,280
                                (132.4% of         (132.8% of
                            purchase price)    purchase price)

                        Phase III Agreement

In 2002 and 2003, Heartland continued implementing its
acquisition plan.  C&A Products purchased two additional entities
and a 50% interest in a third entity.

However, in 2004, C&A Products began experiencing serious
financial problems.  To combat these problems and because C&A
Products was not able to obtain additional financing from its
senior lenders, C&A Products began investigating all available
means to generate cash to see the company through its post-
acquisition transition period.

Mr. Schrock relates that once again, Heartland approached GECC to
provide financing to C&A.  And, once again, GECC structured the
financing as a sale/leaseback transaction.

C&A and GECC entered into a third Master Lease Agreement, dated
June 25, 2004, which provided for the sale to GECC and the
leaseback to C&A of equipment owned by C&A.  C&A retained
possession of the equipment at all times as well as all of the
risks and burdens of ownership of the equipment.  GECC purchased
the equipment from C&A with the express intention of leasing the
equipment back to C&A and had no other use for the equipment.

The "purchase price" of the equipment under the Phase III
Agreement, which the parties agreed was to equal the fair market
value-removal, was $19,761,544.  The actual fair market value-
removal of the "purchased" equipment was $6,094,410.

The stream of "lease payments" under the Phase III Agreement
totals $24,488,551 or 123.9% of the "purchase price" of the
"leased" equipment.

                    Leases are Financing Deals

Mr. Schrock asserts that under each of the master lease
agreements and notwithstanding the purported "sale" of equipment
to GECC, C&A Products retained all of the burdens and risks of
ownership.

In addition, because of the nature and groupings of equipment
captured under the sale/leaseback transactions and the cross-
default provisions as well as other terms under the Equipment
Agreements, if C&A Products were to default under any of the
agreements, GECC had the power to effectively shut down C&A's
operations.

Mr. Schrock points out that under the Equipment Agreements, C&A
was required to:

   -- post a letter of credit to secure performance of its
      obligations;

   -- procure a secured guaranty guaranteeing C&A's obligations
      under the Equipment Agreements and transferring additional
      collateral to GECC not subject to the Equipment Agreements
      to secure performance of the guaranty;

   -- pay an Up Front Fee equal to 1.25% of the amount of the
      borrowing under the agreement;

   -- pay a $30,000 Amendment Fee for certain amendments to
      become effective;

   -- pay a $5,000 Relocation Fee for any re-location of an item
      of equipment;

   -- pay a $5,000 Substitution Fee for any item of equipment it
      replaced which replacement was required to be of like kind
      and like value;

   -- pay GECC a fee any time it was required to pay a fee to its
      senior lenders in connection with any waiver under or
      amendment to the Credit Agreement, which was to be
      calculated on the same basis as the fee to be paid to the
      lenders; and

   -- pay GECC, in the form of "additional rent," a specified
      "Net Economic Return" in the event tax laws changed such
      that GECC would be required to reduce or return any portion
      of the tax benefits it was to receive under the agreements.

To exercise C&A Products' limited right to terminate the
agreement with respect to equipment that had become obsolete, C&A
Products was required to sell the equipment at its own cost, pay
over the proceeds of the sale to GECC, and then pay additional
amounts equal to a "Stipulated Loss Value" that was nothing more
than a calculation of the remaining "Rent" due under the
agreement for a particular item or items of equipment.  Upon
payment of the balance of the Rent -- the Stipulated Loss Value
-- the agreement was deemed terminated with respect to the item
or items of equipment and, obviously, having been sold, C&A had
no obligation to turn over the item or items of equipment to
GECC.

Nor did C&A Products have any obligation to pay any additional
amounts beyond the "Rent" for the agreement to terminate with
respect to the sold equipment.

Mr. Schrock asserts that GECC was looking to the "Rent" to be
received under the agreements and at no time did GECC have any
credible interest in ever taking possession of the "leased"
equipment at the end of the respective "lease" term.

Under each of the Equipment Agreements, C&A was required to pay
"liquidated damages" in an amount equal to the Stipulated Loss
Value of all of the equipment under the agreement in the event of
default.  Mr. Schrock notes that the liquidated damages provision
was in substance a disguised debt acceleration clause crafted to
accelerate the maturity of the amortized balance of the credit
GECC advanced under each of the agreements.

"GECC agreed to make a substantially undersecured loan to C&A
because, by disguising the loan as a leasing transaction, GECC
was able to, in effect, obtain a 'super-priority' position over
C&A's other creditors with respect to all of C&A's assets without
actually having obtained security interests in any such assets
beyond the 'leased' equipment," Mr. Schrock argues.

The current fair market value "in place" or "installed" of the
"leased" equipment is $21,000,000 and the remaining rent payments
due under the Equipment Agreements is $52,000,000.

Since the Petition Date, C&A has paid nearly $9,000,000 in "rent"
and other obligations under the Equipment Agreements.

Thus, C&A Products asks the Court to:

   (1) declare that the Equipment Agreements are financing
       agreements that create a security interest and are not
       true leases;

   (2) declare that C&A Products is the owner of the Phase I, II
       and III Equipment and any orders, stipulations or
       otherwise granting relief contrary to the ruling be
       vacated to the extent they are inconsistent with C&A
       Products' ownership rights;

   (3) declare that C&A Products may exercise all ownership
       rights with regard to the Phase I, II and III Equipment,
       including the ability to sell such equipment; and

   (4) direct GECC to immediately disgorge to C&A Products
       any postpetition payment C&A Products made to GECC under
       any Equipment Agreement.

                  About Collins & Aikman

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


COLLINS & AIKMAN: Court Approves Lathrop & Gage as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to employ Lathrop & Gage L.C. as their special counsel with
respect to an Environmental Insurance Litigation.

As reported in the Troubled Company Reporter on April 21, 2006,
Lathrop & Gage represented the Debtors in an Environmental
Insurance Litigation.

The Debtors have been seeking to recover certain environmental
expenses from their insurance providers, including OneBeacon
America Insurance Company and National Indemnity Company,
regarding a claim for insurance coverage related to various
environmental sites including sites in Beardstown, Illinois;
Bowling Green, Ohio; Chase, Michigan; Mancelona, Michigan; and
Stringfellow, California.

L&G agreed to continue to represent the Debtors in the
Environmental Insurance Litigation in accordance with a
contingent fee agreement, with fees payable only when L&G is
successful in achieving a recovery in the Environmental Insurance
Litigation.  Pursuant to L&G's engagement letter, L&G is entitled
to receive:

   (a) 17.5% of all amounts received before the close of
       discovery;

   (b) 25% of all amounts received after the close of discovery
       and more than two weeks before a scheduled trial date; or

   (c) 32.5% of all amounts received during the two-week period
       before a scheduled trial date, on a scheduled trial date,
       or thereafter.

L&G intends to seek periodic reimbursement for the postpetition
expenses that it incurs as a result of the Environmental
Insurance Litigation.  The Postpetition Costs will be due and
owing in the month that they are incurred, regardless of the
outcome of the Environmental Insurance Litigation.

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


CONSOLIDATED COMMS: S&P Revises $455MM Loan Recovery Rating to '2'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its loan rating on
Consolidated Communications Holdings Inc.'s $455 million secured
credit facility at 'BB-' (at the same level as the 'BB-' corporate
credit rating on Consolidated Communications) and revised its
recovery rating on the loan to '2' from '3'.  The '2' recovery
rating indicates expectations for substantial (80%-100%) recovery
of principal in the event of a payment default.

Other existing ratings on Mattoon, Illinois-based Consolidated
Communications, including the 'BB-' corporate credit rating, were
affirmed.  The rating outlook is negative.

"The corporate credit rating on Consolidated Communications
reflects an aggressive, shareholder-oriented financial policy,
flat-to-declining revenues from its mature local telephone
business, and modest integration risk related to its April 2004
acquisition of TXU Communications Ventures," said Standard &
Poor's credit analyst Susan Madison.

Longer term, rising competition from cable TV will also pressure
profitability, particularly in the company's Illinois markets.
Tempering factors include growth potential from data services and
Internet Protocol TV, (which was launched commercially in several
Illinois markets in 2005), and a supportive regulatory
environment. Consolidated is a rural local exchange carrier
providing voice, data, and video services to residential and
business customers in Illinois and Texas.


CORAL BAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Coral Bay Construction, Inc.
        3085 Bret Ferguson Road
        Spring Hill, Florida 34609

Bankruptcy Case No.: 06-02298

Type of Business: The Debtor is a project contractor.
                  See http://www.coralbayhomes.com/

Chapter 11 Petition Date: May 12, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


CORNING INC: Shareholders Vote on Compensation Program Amendments
-----------------------------------------------------------------
Shareholders of Corning Incorporated approved the amendment of the
Company's 2002 Worldwide Employee Share Purchase Plan at the
annual shareholders meeting held on April 27, 2006.

The 2002 Plan was designed to provide a flexible mechanism to
permit employees to obtain equity ownership in Corning.  The Plan
was amended to change the Termination Date either on May 1, 2010,
when all shares authorized under the 2002 Plan are sold, or the
Board terminates the 2002 Plan.

The 2002 Plan is administered by the Board's Compensation
Committee.  Substantially all employees of Corning are eligible to
participate in the 2002 Plan.

Under the 2002 Plan no more than 30,000,000 shares may be offered
or sold to eligible employees.  The 30,000,000 shares represent
approximately 1.95% of the shares of Corning outstanding on
Dec. 31, 2005.  As of December 31, 2005, approximately 17,260,811
shares were available for sale under the 2002 Plan.

Corning's shareholders also approved the 2006 Variable
Compensation Plan.  The 2006 Incentive Plan is designed to provide
a competitive incentive opportunity in order to attract and retain
key executives.

The participants in the 2006 Incentive Plan will be Corning's
chief executive officer and other highly compensated executive
officers.  No participant in the 2006 Incentive Plan may receive a
payment for any fiscal year in excess of $5,000,000.

The 2006 Incentive Plan will terminate on May 1, 2011, unless
earlier terminated by Corning's Board of Directors.

During the annual meeting, shareholders further voted to change
the termination date of the 2003 Equity Plan for Non Employee
Directors to Dec. 31, 2010.

The 2003 Plan is designed to assist Corning in attracting and
retaining individuals of exceptional ability to serve as its
directors and to closely align their interests with those of
shareholders.  Subject to adjustment as contemplated by the 2003
Plan, the maximum number of shares of Common Stock that may be
used for awards and the settlement of options is 750,000.  As of
December 31, 2005, 543,756 shares of Corning Common Stock remained
available for grant under the 2003 Plan.

                          About Corning

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

Moody's Investors Service upgraded the long-term debt rating
of Corning Incorporated in September 2005.  Moody's said the
rating outlook is stable.  Corning Inc.'s senior unsecured notes,
debentures, and IRBs were raised to Baa3 from Ba2.  Corning's
senior unsecured securities were raised to (P)Baa3 from (P)Ba2
while its preferred stock, issued pursuant to its 415 universal
shelf registration, was raised to (P)Ba2 from (P)B1.


CROWN CASTLE: Moody's Rates $1.25 Billion Sr. Secured Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and a B2 rating to the $1.25 billion senior secured credit
facilities of Crown Castle Operating Company with a stable
outlook.

The B1 corporate family rating reflects the levered balance sheet
of the company relative to its rating, supported by its stable and
predictable cash flow.  The company's stated financial policy is
to maintain the ratio of total debt to EBITDA at 5 to 7 times,
although after applying standard Moody's adjustments and including
preferred stock, the adjusted target is between 6 to 8 times (upon
initial drawing of the new term loan this ratio will be
approximately 8.5 times annualized 1Q06 reported EBITDA).  Crown
Castle's decision to utilize the added liquidity to repurchase
common shares and to make further acquisitions also constrains the
rating.  The B2 rating on the $1.25 billion CCOC bank debt
reflects the deficiency of its collateral package and its
subordination to the $1.9 billion of well-secured tower revenue
notes.

The rating outlook is stable, reflecting Moody's opinion that the
company is well positioned in the rating category due its
predictable cash flow, good liquidity, and targeted leverage
levels.  The ratings and outlook assume that Crown Castle will
reduce leverage and improve free cash flow in the near term as
revenues increase before seeking additional debt capital to
repurchase stock.

The affected ratings are:

Assignments:

Issuer: Crown Castle Operating Company

    * Corporate Family Rating, Assigned B1

    * Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Crown Castle Operating Company

    * Outlook is Stable

Based in Houston, Crown Castle International is an owner and
operator of communications towers in the US and Australia.


CROWN CASTLE: S&P Rates $1.25 Billion Senior Secured Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Houston, Texas-based Crown Castle International
Inc.  The outlook is stable.

At the same time, ratings were assigned to Crown Castle Operating
Co.'s $1.25 billion senior secured first-priority bank loan.
(Crown Castle Operating Co. is a 100%-owned subsidiary of Crown
Castle International Inc.)  The loan, which consists of a $250
million senior secured revolving credit facility and a $1 billion
senior secured term loan B, was rated 'BB' (at the same level as
the 'BB' corporate credit rating on Crown Castle) with a recovery
rating of '3', indicating the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.

Proceeds from the bank loan will be used to repay $295 million
under the existing credit facility, for repurchases of Crown
Castle common stock, general corporate purposes, and acquisitions,
including the recently announced purchase of Mountain Union
Telecom LLC for $309 million.  Pro forma for the new financing,
the company will have about $3 billion of total debt outstanding
and $312 million of convertible preferred stock.

"The ratings on Crown Castle reflect the promising prospects of
its wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures," said Standard & Poor's credit analyst Catherine
Cosentino.  Despite these various very favorable business risk
characteristics, Crown Castle maintains an aggressive financial
policy, which is a constraint on the rating.


CUMULUS MEDIA: $200MM Stock Repurchase Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Cumulus
Media Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  The company plans to
repurchase about 24% of its class A common stock at a cost of
up to $200 million.  The Atlanta, Georgia-based radio broadcaster
had approximately $576 million of debt outstanding at March 31,
2006.

"We are concerned about the company's high leverage after the
transaction, and also about its intermediate-term prospects for
cash flow growth given the broader secular challenges facing the
radio advertising industry," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.

In resolving the CreditWatch listing, Standard & Poor's will
assess Cumulus' ability to restore its leverage ratio to a range
appropriate for a 'B+' rating.  Standard & Poor's currently
believes that downgrade risk is limited to one notch.


DANA CORPORATION: Rejects 35 Unexpired Equipment Leases
-------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
reject 35 unexpired leases for various equipment and other items.

As reported in the Troubled Company Reporter on May 2, 2006,
the Debtors told the Court that the Leases are no longer necessary
to their ongoing business operations or restructuring efforts and
do not have any realizable value in the marketplace.

The Debtors' obligations under the Leases aggregate approximately
$244,000 per month and $2,900,000 per year.  The Debtors believe
that maintaining the Leases would unnecessarily deplete the
assets of their estates to the direct detriment of their
creditors.

The Debtors requested that the rejection of the Leases be
effective April 30, 2006, with the exception of a Bombardier
Challenger aircraft sublease with CCD Air 50, LLC.  The Debtors
want the rejection of the Sublease to be effective March 30, 2006,
the return date of the Aircraft.

A schedule of the Leases is available for free at:

               http://ResearchArchives.com/t/s?851

                      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: American Real Estate to Appeal Equity Trading Decision
-----------------------------------------------------------------
American Real Estate Holdings Limited Partnership will appeal
the decision of the U.S. Bankruptcy Court for the Southern
District of New York continuing the hearing on Dana Corporation
and its debtor-affiliates' trading procedures motion to June 28,
2006, to the U.S. District Court for the Southern District of New
York.

American Real Estate is one of the broker-dealers and market
makers who declared claimholder status with anticipated claim in
excess of $100,000,000 against the Debtors.

As reported in the Troubled Company Reporter on May 11, 2006,
the Bankruptcy Court gave its interim order on the Debtors'
request to establish notice and hearing procedures to limit claims
and equity trading.  The Bankruptcy Court ruled among others that
no party may use any acquisitions of Debtors' securities that
close after April 4, 2006, as evidence, basis for standing, claims
of prejudice or any other consideration in opposing or otherwise
in connection with disputing or litigating the relief sought in
the Debtors' Trading Procedures Motion.

American Real Estate along with other objectors challenged the
Bankruptcy Court's authority to approve the Trading Procedures.
They argued that the Debtors' request should be properly filed in
an adversary proceeding because, among others,

   (i) Section 362 of the Bankruptcy Code does not provide the
       Court the authority to enter the Trading Procedures Order
       because claims trading does not violate the automatic
       stay; and

  (ii) The Trading Procedures Order is an injunction.

In its appeal, American Real Estate asks the District Court to
find:

    1. whether the Bankruptcy Court erred in entering the Trading
       Order, which finally determined that any claims trading
       restrictions imposed after a future hearing will have
       retroactive effect, denied standing to contest the
       restrictions to parties who might, by acquiring claims
       against the Debtors, be most aggrieved by the restrictions
       and thereby deprived AREH and other claimholders of
       procedural due process;

    2. whether the Bankruptcy Court erred in entering the Trading
       Order because the order, in effect, constituted a ruling
       that the automatic stay under Section 362(a)(3) supplied
       sufficient statutory authority to interfere with third
       party transactions involving claims against the Debtors;
       and

    3. whether the Bankruptcy Court erred in interfering with
       third party transactions involving claims against the
       Debtors by the Trading Order without requiring the Debtors
       to establish the elements necessary to support injunctive
       relief.

                      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: Gets Court Approval to Hire Ernst & Young as Advisors
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Ernst & Young LLP as their risk advisory, due
diligence and tax advisory services providers, nunc pro tunc to
Mar. 3, 2006.

As reported in the Troubled Company Reporter on Apr. 27, 2006,
Michael L. DeBacker, Esq., Dana's vice president, general counsel
& secretary, told the Court that Ernst & Young is familiar with
the Debtors' businesses and financial affairs.  Since Feb. 5,
2004, E&Y has assisted the Debtors with their compliance efforts
under Section 404 of the Sarbanes-Oxley Act of 2002, and has
provided risk advisory services in conjunction with Dana's
internal audit and corporate functions.

As risk advisory service providers, Ernst & Young will:

   (i) provide ongoing advisory services with respect to
       compliance with Section 404 of the Sarbanes-Oxley,
       including assistance with global project management,
       controls documentation and testing and gap analysis;

  (ii) provide advisory resources to the Debtors in accordance
       with their global internal audit function and provide
       recommendations for improving the Debtors' internal audit
       function;

(iii) consult on the Debtors' strategies for remediation of any
       deficiencies in their internal controls over financial
       reporting for their significant accounts and finances;

  (iv) support the Debtors' business transformation initiatives,
       including the centralization and standardization of global
       processes, for identification of controls and industry-
       wide best practices;

   (v) providing controls-focused perspective and best practices
       regarding the implementation of software applications;

  (vi) provide ongoing assistance in information technology
       control compliance, including application controls and
       security, security technology solutions and overall
       information technology risk management;

(vii) evaluate and identify controls with respect to strategic
       outsourcing initiatives; and

(viii) assist in bankruptcy reporting and information gathering
       to support to the Debtors as needed.

Ernst & Young will be paid for its risk advisory services, based
on these hourly rates:

   Level          U.S.    UK & German   Other Int'l   Specialists
   -----          ----    -----------   -----------   -----------
   Partner,       $380         $525         $418     $490 to $650
   Principal or
   Executive
   Director

   Sr. Manager    $290         $370         $319     $300 to $550

   Manager        $240         $310         $264     $250 to $300

   Senior         $190         $245         $209     $200 to $375

   Staff          $130         $160         $143     $145 to $180

The hourly rates increased by 5% as of May 1, 2006.

As due diligence providers, Ernst & Young will:

   (1) provide financial (excluding tax services), human capital
       and information technology due diligence advisory services
       designed to assist the Debtors in preparing carved-out
       pro forma financial information for the Debtors' engine
       hard parts and fluids routing businesses in connection
       with their potential divestiture;

   (2) address pro forma adjustments to as-reported operating
       results and balance sheets as of, and for the periods
       ended December 31, 2003, 2004 and 2005 for the Businesses;

   (3) assess forecasted operating results for the Businesses for
       the years ending December 31, 2006, 2007 and 2008;

   (4) analyze stand-alone and transitional service requirements
       for the Businesses;

   (5) with respect to the Businesses, assist with accumulating
       information for data rooms, prepare confidential
       information memoranda and related management
       presentations, address requests of prospective buyers,
       related purchase agreements and any required pre- or post-
       closing analyses.

Ernst & Young will be paid for its due diligence services at
these hourly rates:

                                             Non-U.K.
   Level          U.S.           U.K.        European
   -----          ----           ----        --------
   Partner        $475           $570          $522
   Principal      $425           $510          $468
   Sr. Manager    $375           $450          $413
   Manager        $325           $390          $358
   Senior         $225 to $240   $290          $264
   Staff          $150           $180          $165

As tax advisory service providers, Ernst & Young agreed to:

   (i) work with the Debtors' personnel in developing an
       understanding of the tax issues and options related to
       their Chapter 11 cases, including an understanding of the
       reorganization and restructuring alternatives with respect
       to existing bondholders and other creditors;

  (ii) assist and advise the Debtors in developing an
       understanding of the tax implications of their
       restructuring alternatives and post-bankruptcy operations,
       including, as needed, research and analysis of Internal
       Revenue Code sections, Treasury regulations, case law and
       other relevant tax authority;

(iii) provide tax advisory services regarding:

       (A) availability, limitations and preservation of tax
           attributes -- net operating losses and alternative
           minimum tax credits;

       (B) reduction or deferral of tax costs in connection with
           stock or asset sales, if any;

       (C) tax issues arising in the ordinary course of the
           Debtors' businesses, including ongoing assistance with
           U.S. Internal Revenue Service or state and local tax
           examinations; and

       (D) federal, state and local income and franchise tax
           issues arising during the Debtors' Chapter 11 cases;

  (iv) provide tax advisory services regarding the validity of
       tax claims and tax advisory support in securing tax
       refunds;

   (v) analyze legal and other professional fees incurred during
       the Debtors' Chapter 11 cases to determine the
       deductibility of the costs for U.S. federal, state and
       local income taxes;

  (vi) document, as appropriate or necessary, tax analysis,
       opinions, recommendations, conclusions and correspondence
       for any proposed restructuring alternative, bankruptcy tax
       issue or other tax matters;

(vii) provide advisory services regarding foreign tax credit
       planning, including analyzing cash and other repatriation
       alternatives; foreign source income analysis and
       forecasts; overall foreign loss computations, earnings and
       profits; and foreign tax pools and related items;

(viii) perform valuations of assets pursuant to Treasury
       Regulation 1.861-9T(g)(2);

  (ix) analyze the tax aspects of financial projections;

   (x) assist with federal income tax return compliance,
       including analyzing schedule M-1 adjustments and federal
       estimated tax payments, inputting financial information
       and tax adjustments into the Debtors' tax return
       preparation software, providing tax return reconciliations
       in connection with the preparation of the tax return, and
       performing research that may be required;

  (xi) analyze and perform research related to acquisitions and
       divestitures and tax-efficient domestic and foreign
       restructurings;

(xii) provide advisory services regarding the Debtors' transfer
       pricing policy, including preparation of requisite
       documentation required under 26 U.S.C. Section 482; and

(xiii) provide "on-call," routine tax advice and assistance
       concerning issues as requested by the Debtors' tax
       department when the projects are not covered by a separate
       project addendum and do not involve significant tax
       planning or projects.

Ernst & Young will be paid for its tax services based on its
customary rates:

   Level                                    Hourly Rate
   -----                                    -----------
   Executive Director, Principal or
   National Partner                        $640 to $840

   Executive Director, Principal or
   Partner                                 $480 to $600

   Manager or Senior Manager               $345 to $480

   Staff or Senior                         $160 to $320

During the 90 days immediately preceding their bankruptcy filing,
the Debtors paid Ernst & Young $8,267,844 for services rendered
prepetition.  As a condition of its employment by the Debtors,
E&Y will waive the $787,011 outstanding balance due from the
Debtors for the prepetition services.

Before the Debtors' bankruptcy filing, Ernst & Young subcontracted
with certain other member firms of Ernst & Young Global Limited to
provide services to the Debtors.  At the Debtors' request, E&Y
will continue to subcontract with member firms of EYGL to provide
the services set forth in the Engagement Letters.

The Debtors and Ernst & Young agree that any controversy or claim
with respect to, in connection with, arising out of or in any way
related to the Engagement Letters or the services provided will
be brought in the Court.

To the fullest extent permitted by applicable law, the Debtors
and their estates will indemnify and hold harmless the E&Y
Entities from and against all claims and causes of action by
third parties, and liabilities and losses in connection with the
risk advisory and due diligence services provided.

Michael Kennedy, a partner at Ernst & Young, disclosed that the
E&Y Entities previously provided, or currently provide, services
to various parties-in-interest.  However, none of the services
rendered to parties-in-interest have been in connection with
Debtors or their Chapter 11 cases.  E&Y will not accept any
engagement that would require it to represent an interest
materially adverse to the Debtors.

Mr. Kennedy assured the Court that Ernst & Young (a) does not
hold or represent any interest adverse to the Debtors or their
estates and (b) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      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).


DENBURY RESOURCES: Earns $43.7 Million in Quarter Ended March 31
----------------------------------------------------------------
Denbury Resources Inc. 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 $43,778,000 net income on $178,906,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$1,706,065,000 in total assets and $914,831,000 in total
liabilities resulting in a stockholders' equity of $791,234,000.

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?927

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                         *     *     *

Denbury Resources, Inc.'s 7-1/2% Senior Subordinated Notes due
2013 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


DEUTSCHE MORTGAGE: S&P Lifts Rating on Class B-4 Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes from Deutsche Mortgage Securities Inc. Mortgage Loan Trust
Series 2003-1.  At the same time, ratings are affirmed on eight
other classes from this transaction and on 75 classes from five
other Deutsche Mortgage Securities Inc., Mortgage Loan Trust
transactions.

The raised ratings reflect increased actual and projected credit
support percentages.  As of the April 2006 distribution date, the
upgraded certificates had at least 1.90x the original loss
coverage levels associated with the higher ratings.  Total
delinquencies represent 0.18% of the current pool balance, and
there have been no realized losses.

The affirmations are based on credit support that is sufficient to
maintain the current ratings.  Cumulative realized losses range
from 0.00% to 0.29% of the original pool balances.  In addition,
serious delinquencies (90-plus days, REOs, and foreclosures) range
from 2.03% to 4.66% of the current pool balances.

Credit enhancement for series 2003-1, series 2004-1 loan groups 1
and 2, and series 2004-4 loan groups 3 through 7 is provided
through subordination.  Credit enhancement for series 2004-1 loan
group 3, series 2004-2, series 2004-3, series 2004-4 loan groups 1
and 2, and series 2004-5 is provided through a combination of
overcollateralization, excess spread, and subordination.

The underlying collateral consists of 15- and 30-year fixed- or
adjustable-rate prime or alternative A mortgage loans secured by
first liens on residential properties.

                          Ratings Raised

                 Deutsche Mortgage Securities Inc.
                        Mortgage Loan Trust

                                    Rating
                                    ------
               Series   Class   To          From
               ------   -----   --          ----
               2003-1   B-1     AA+         AA
               2003-1   B-2     AA-         A
               2003-1   B-3     A           BBB+
               2003-1   B-4     BB          BB-

                          Ratings Affirmed

                 Deutsche Mortgage Securities Inc.
                        Mortgage Loan Trust


    Series    Class                                       Rating
    ------    -----                                       ------
    2003-1    I-A-5, I-A-6, I-A-7, I-A-8, I-A-PO, I-A-X    AAA
    2003-1    II-A, II-A-X                                 AAA
    2004-1    I-A-1, I-A-X, I-A-PO, II-A-1, II-A-2         AAA
    2004-1    II-A-3, II-A-X, II-A-PO, III-A-4, III-A-5    AAA
    2004-1    III-A-6                                      AAA
    2004-1    M, III-M-1                                   AA
    2004-1    III-M-2                                      A+
    2004-1    B-1                                          A
    2004-1    III-M-3                                      BBB+
    2004-1    B-2                                          BBB
    2004-1    B-3                                          BB
    2004-1    B-4                                          B
    2004-2    A-3, A-4, A-5, A-6                           AAA
    2004-2    M-1                                          AA
    2004-2    M-2                                          A+
    2004-2    M-3                                          BBB+
    2004-3    I-A-3, I-A-4, I-A-5, I-A-6, I-A-7, II-AR-1   AAA
    2004-3    II-AR-2                                      AAA
    2004-3    II-MR-1                                      AA+
    2004-3    I-M-1                                        AA
    2004-3    II-MR-2                                      AA-
    2004-3    I-M-2                                        A
    2004-3    I-M-3, II-MR-3                               BBB+
    2004-4    I-A-3, I-A-4, I-A-5, I-A-6, I-A-IO, II-AR-1  AAA
    2004-4    II-AR-2, III-AR-1, IV-AR-1, V-AR-1, VI-AR-1  AAA
    2004-4    VII-AR-1, VII-AR-2, VII-AR-3                 AAA
    2004-4    II-MR-1                                      AA+
    2004-4    I-M-1, M                                     AA
    2004-4    I-M-2, II-MR-2, B-1                          A
    2004-4    I-M-3, II-MR-3, B-2                          BBB
    2004-4    B-3                                          BB
    2004-4    B-4                                          B
    2004-5    A-1, A-2, A-3, A-4A, A-4B, A-5A, A-5B, A-IO  AAA
    2004-5    M-1                                          AA+
    2004-5    M-2                                          A+
    2004-5    M-3                                          BBB+


EASYLINK SERVICES: Grant Thornton Raises Going Concern Doubt
------------------------------------------------------------
Grant Thornton LLP expressed substantial doubt about Easylink
Services Corporation's ability to continue as a going concern
after it audited the Company's financial statement for the year
ended Dec. 31, 2005.  The accounting firm pointed to the Company's
history of operating losses as well as its $542.0 million
accumulated deficit and $9.5 million working capital deficit at
Dec. 31, 2005.

For the year ended Dec. 31, 2005, the Company incurred a
$1,085,000 net loss on $78,659,000 revenue.

The Company's balance sheet at Dec. 31, 2005 showed
$43,975,000 in total assets and $31,594,000 in total liabilities
resulting to a total stockholders' equity of $12,381,000.

The Company's balance sheet also showed strained liquidity with
$20,351,000 in total current assets and $29,841,000 in total
current liabilities.

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

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

Headquartered in Piscataway, New Jersey, Easylink Services
Corporation -- http://www.EasyLink.com/-- provides outsourced
business process automation services to medium and large
enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic business
processes.


EDUCATION MANAGEMENT: S&P Junks Rating on $760 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Education Management LLC.

At the same time, it assigned its 'B' rating (at the same level as
the corporate credit rating), with a recovery rating of '2', to
the company's $1.49 billion first-lien senior secured credit
facilities, indicating an expected meaningful (80%-100%) recovery
of principal in the event of a payment default.  The facilities
consist of a $1.19 billion term loan B due 2013 and a $300 million
revolving credit facility due 2012.

Standard & Poor's also assigned its 'CCC+' ratings to the
company's $320 million senior unsecured notes due 2014 and $440
million senior subordinated notes due 2016.

Pro forma total debt was $1.95 billion as of March 31, 2006. The
Pittsburgh, Pennsylvania-based operator of colleges is the third-
largest for-profit postsecondary concern in the U.S. The company
is to be acquired, at a $3.1 billion enterprise value, by Goldman
Sachs Capital Partners, Providence Equity Partners Inc., and
certain other investors.

"The rating reflects Education Management's heightened debt
leverage and weakened cash flow protection resulting from the
acquisition," said Standard & Poor's credit analyst Hal F.
Diamond.  "These risks are only partially offset by the company's
fast growth and good business position in the highly fragmented
and competitive postsecondary education market."


ENTERGY NEW ORLEANS: Taps Taggart Morton as Special Counsel
-----------------------------------------------------------
Entergy New Orleans Inc. seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's permission to employ Taggart
Morton as its special counsel to advise and assist it and its
general bankruptcy counsel in connection with utility regulatory
advice, including but not limited to legal services in connection
with Lowenburg, et al v. ENOI.

Taggart, Morton, Ogden, Staub, Rougelot & O'Brien, LLC, has
provided legal services to Entergy New Orleans, Inc., since its
inception in 1997.

Tara G. Richard, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in New Orleans, Louisiana, tells the
Court that Taggart Morton's attorneys have significant background
and experience with respect to the Entergy System's operations,
ENOI's operations, utility finance and accounting principles,
public utility holding company service companies, administrative
law, utility regulation by the Council of the City of New
Orleans, utility regulation by the Louisiana Public Service
Commission, utility franchise law, governmental and municipal
utilities, municipal governance and the Lowenburg matter.

Taggart Morton's specialized knowledge and familiarity with those
issues, which ENOI's general counsel does not currently possess
and which could be gained only with significant expenses, makes
Taggart Morton's retention essential to the efficient and economic
representation of ENOI in the Lowenburg case and with regulatory
advices, Ms. Richard contends.

The Court has previously authorized ENOI to hire Taggart Morton as
an ordinary course professional.  A caveat was entered providing
that if an ordinary course professional would be paid more than
$25,000 per quarter, then it must follow the full application
process to serve as outside counsel to ENOI.  ENOI anticipates
that Taggart Morton has or will reach that threshold.

ENOI will pay Taggart Morton based on its customary hourly rate.
ENOI will also reimburse expenses of any Taggart Morton
professional in connection with its representation of the Debtor.

Stephen T. Perrien, Esq., will be primarily responsible for giving
legal advice to ENOI.  Mr. Perrien's hourly rate is $160.  Taggart
Morton will also utilize the skills of the firm's other attorneys
on an as-needed basis.

Stephen T. Perrien, Esq., a partner at Taggart, Morton, assures
the Court that his firm does not represent or hold any interest
adverse to ENOI and its estate.  Mr. Perrien also confirms that
Taggart Morton is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Perrien discloses that within the 90-day period before the
Petition Date, Taggart Morton received $83,727 from ENOI.  As of
the Petition Date, ENOI owes $34,382 to Taggart Morton for
prepetition services and expenses.  Taggart Morton has already
filed a claim for that amount.

Mr. Perrien adds that Taggart Morton received payments as an
ordinary course professional since the Petition Date.  Taggart
Morton's unsecured claim does not constitute an interest
materially adverse to ENOI, Mr. Perrien says.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FINOVA GROUP: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the year ended Dec. 31,
2005.  The auditing firm points to the Company's negative net
worth as of Dec. 31, 2005 as well as its limited sources of
liquidity to satisfy its obligations.

Finova Group's balance sheet at Dec. 31, 2005 showed $611,151,000
in total assets and $1,222,882,000 in total liabilities resulting
in a total stockholders' deficit of $611,731,000.

For the year ended December 31, 2005, the Company reported
a $94,447,000 net loss out of $94,253,000 in total revenues.

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

              http://researcharchives.com/t/s?8f7

Headquartered in Scottsdale, Arizona, The Finova Group Inc. --
http://www.finova.com-- does not have current significant
operations.  Prior to its bankruptcy filing, the company had
provided financing and capital markets products primarily to
midsize businesses.  The company was founded in 1954.


FIRST HORIZON: Fitch Holds BB Rating on Class B-5 Certificates
--------------------------------------------------------------
Fitch Ratings has affirmed these First Horizon Home Loan Corp.'s
residential mortgage-backed issues:

Series 2002-7

    -- Class A at 'AAA';
    -- Class B-1 at 'AAA';
    -- Class B-2 at 'AAA';
    -- Class B-3 at 'AAA';
    -- Class B-4 at 'AA+';
    -- Class B-5 at 'A-'.

Series 2003-1

    -- Class A at 'AAA''
    -- Class B-1 at 'AAA''
    -- Class B-2 at 'AA+''
    -- Class B-3 at 'AA''
    -- Class B-4 at 'BBB''
    -- Class B-5 at 'BB'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $19.57 million of
outstanding certificates.

The mortgage loans consist of conventional 15- and 30-year fixed-
rate mortgages extended to prime borrowers and are secured by
first liens on one- to four-family residential properties. As of
the April 2006 distribution date, series 2002-7 is 42 months
seasoned and series 2003-1 is 39 months seasoned.  The pool
factors (current principal balance as a percentage of original)
are approximately 9% and 24%, respectively.  Both transactions
were acquired and are serviced by First Horizon Home Loan
Corporation, rated 'RPS2' by Fitch.


FIRSTLINE CORP: Gets Court Nod to Borrow $12 Mil. from Wells Fargo
------------------------------------------------------------------
The Honorable James D. Walker, Jr., of the U.S. Bankruptcy Court
for the Middle District of Georgia gave FirstLine Corporation
permission to borrow $12,000,000 on a revolving basis from Wells
Fargo Bank, National Association, acting through its Wells Fargo
Business Credit operating division.

The Debtor, as authorized by the Court in its interim order, used
$7,394,442 of the debtor-in-possession financing proceeds to pay
Wells Fargo its prepetition debt under a credit agreement.

When the Debtors filed for bankruptcy, it owed Wells Fargo around
$21,154,562.  Ward Stone, Jr., Esq., at Stone & Baxter LLP, in
Macon Georgia, told the Court that Wells Fargo is oversecured.
Hence the Court also allowed the Debtor to use the cash collateral
securing its prepetition indebtedness to Wells Fargo.

Judge Walker granted Wells Fargo's claim under the DIP Facility
with priority over any and all administrative expenses of the
kind.  In the event the Debtor sells its warehouse located at
512 Highland Drive, Valdosta, Georgia, 31061 for a net amount
exceeding $2,000,000, the proceeds of the sale will be paid to the
Wells Fargo.  Sixty five percent of the payment will applied to
the prepetition debt.  Thirty-five percent of which will be
applied to the DIP loan.

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.  Todd C. Meyers, Esq., at
Kilpatrick Stockton LLP represent the Official Committee of
Unsecured Creditors.  As of Jan. 31, 2006, the Debtor reported
assets totaling $37,061,890 and debts totaling $26,481,670.


FOAMEX INTERNATIONAL: Goldman Sachs Discloses 19.9% Stake
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 1, 2006, The Goldman Sachs Group, Inc., and
Goldman, Sachs & Co., disclosed that they are deemed to
beneficially own 4,870,283 shares of Foamex International, Inc.
common stock.

Goldman Sachs' stake represents 19.9% of the 24,509,728 shares of
Foamex International's common stock issued and outstanding as of
March 17, 2006.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOUNTAINHEAD DEVELOPMENT: Case Summary & 23 Largest Creditors
-------------------------------------------------------------
Debtor: Fountainhead Development, LLC
        350 East Seven Hills Road
        Port Washington, Wisconsin 53074

Bankruptcy Case No.: 06-22501

Debtor affiliates filing separate chapter 11 petitions:

      Entity                         Case No.
      ------                         --------
      Lakeview Hospitality, Inc.     06-22500

Chapter 11 Petition Date: May 12, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Leonard G. Leverson, Esq.
                  Kravit, Hovel, Krawczyk & Leverson S.C.
                  825 North Jefferson, Suite 500
                  Milwaukee, Wisconsin 53202-3737
                  Tel: (414) 271-7100

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Fountainhead Development, LLC   $1 Million to      $1 Million to
                                $10 Million        $10 Million

Lakeview Hospitality, Inc.      $50,000 to         $1 Million to
                                $100,000           $10 Million

A. Fountainhead Development, LLC's 3 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Johnson Bank                     Unsecured Loan      $4,834,189
333 East Wisconsin Avenue        Balance
Milwaukee, WI 53202

City of Port Washington          Unsecured Loan        $349,336
100 West Grand Avenue            Balance
Port Washington, WI 53074

United States Small Business     Unsecured Loan        $154,330
Administration                   Balance
Commercial Loan Service Center
2719 North Air
Fresno Drive, Suite #107
Fresno, CA 93727-1547

B. Lakeview Hospitality, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Saz's Catering                   Trade Debt             $55,839
5501 West State Street
Milwaukee, WI 53208

Country Inn & Suites By Carlson  Trade Debt             $37,930
P.O. Box SDS-12-0586
Minneapolis, MN 55486-0586

Integrity Mutual Insurance       Insurance              $14,653
P.O. Box 740604
Cincinnati, OH 45274-0604

Bankcard Services                Credit Debt             $9,740

WE Energies                      Utilities               $6,856

Time Warner Cable                Trade Debt              $6,289

Miline Travel Agency, Inc.       Trade Debt              $2,231

Shorts Travel Service Inc.       Trade Debt              $1,854

Novo Print                       Trade Debt              $1,723

American Express                 Trade Debt              $1,328
Travel-Tecumseh

Sexton-Ferris                    Trade Debt              $1,096

Carlson Relationships            Trade Debt                $990
Management/Link

Ecolab                           Trade Debt                $956

Hopeman's Inc.                   Trade Debt                $759

American Express Travel          Trade Debt                $734
Interactive

Carlson Relationship             Trade Debt                $611
Management/Traf.

Carlson Travel Group, Inc.       Trade Debt                $595

Expedia Travel                   Trade Debt                $591

Overture/Carlson Relationship    Trade Debt                $561

Carlson Hotels-PCR/Consortia     Trade Debt                $396


GALLERIA INVESTMENTS: Gets Interim Access to Cash Collateral
------------------------------------------------------------
The Honorable Paul W. Bonapel of the U.S. Bankruptcy Court for the
Northern District of Georgia gave the receiver appointed by the
Superior Court of Gwinnett County, Georgia for Galleria
Investments LLC interim access to cash collateral which secures
repayment of the Debtor's debt to Georgian Bank and Continental
Development Group LLC.

Georgian Bank and Continental Development each assert a security
interest in the Debtor's rents, leases, accounts receivable and
proceeds of the accounts receivable.  When the Debtor filed for
bankruptcy protection, it owed Georgian Bank $17,000,754 and
Continental Development $1,180,000.

As adequate protection for Georgian Bank and Continental
Development's interests, the Court:

    a. granted Georgian Bank and Continental Development a
       replacement lien to the same extent, validity and priority
       as the prepetition lien; and

    b. continued the liens and security interests held by
       Georgian Bank and Continental Development in the
       prepetition collateral.

A full-text copy of the budget detailing how the cash collateral
will be used is available for free at:

               http://ResearchArchives.com/t/s?928

The Court set the final hearing on the matter for July 18, 2006.

                  About Galleria Investments LLC

Headquartered in Decatur, Georgia, Galleria Investments LLC
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  G. Frank Nason, IV, Esq., at Lamberth Cifelli
Stokes & Stout, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


HARD ROCK: Sale to Morgan Cues S&P to Retain Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Hard
Rock Hotel Inc., including its 'B+' corporate credit rating,
remain on CreditWatch with developing implications.  The
CreditWatch update follows the company's announcement that its
owner, Peter Morton, had agreed to sell the Hard Rock Hotel &
Casino in Las Vegas to Morgans Hotel Group Co. for $770 million.

In resolving its CreditWatch listing, Standard & Poor's will
monitor the situation as it develops.  Should the company's
outstanding bonds be fully redeemed, Standard & Poor's would
withdraw its ratings and remove them from CreditWatch.  However,
should some or all of the notes remain outstanding under a more
highly leveraged capital structure, ratings could be lowered.


HOSPITAL GENERAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hospital General San Carlos, Inc.
        P.O. Box 8410
        1822 Ponce De Leon Avenue
        San Juan, Puerto Rico 00901-0410

Bankruptcy Case No.: 06-01484

Type of Business: The Debtor operates a hospital.  The Debtor
                  previously filed for chapter 11 protection
                  on June 22, 2001 (Bankr. D. P.R. Case No.
                  01-07213).  That case was closed on April 9,
                  2006.

Chapter 11 Petition Date: May 12, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: F. David Godreau Zayas, Esq.
                  Latimer, Biaggi, Rachid & Godreau
                  P.O. Box 9022512
                  San Juan, Puerto Rico 00902-2512
                  Tel: (787) 724-0230
                  Fax: (787) 724-9171

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   International Health                    $282,336
   P.O. Box 195056
   San Juan, PR 00919

   AEE                                     $267,173
   P.O. Box 363508
   San Juan, PR 00936-3508

   Treasury Department                     $236,050
   P.O. Box 90274140
   San Juan, PR 00902-4140

   Inmobiliaria San Carlos                 $208,000

   Departmento De Trabajo                  $207,053

   Primary Care Research                   $172,789

   Cesar Castillo, Inc.                    $118,529

   Municipio De San Juan                    $87,296

   D A Health Consulting Services           $83,737

   Corp Fondo Del Seguro Del Estado         $59,732

   Puerto Rico Telephone                    $49,651

   AAA                                      $48,114

   Coulter Electronics                      $42,634

   J.M. Blamco                              $42,344

   CRIM                                     $40,160

   Oliver Exterminatings                    $33,013

   Borshow Hospital & Med.                  $30,442

   Fondo Del Seguro Del Estado              $27,018

   Contact Security, Inc.                   $26,880

   Clendo Lab, Inc.                         $24,252


HOUSE OF TAYLOR: Stonefield Josephson Raises Substantial Doubt
--------------------------------------------------------------
Stonefield Josephson, Inc., in Los Angeles, California, raised
substantial doubt about the ability of House of Taylor Jewelry,
Inc., 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 losses and
accumulated deficit.

The Company reported a $3,529,872 net loss on $5,613,379 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $14,810,154
in total assets, $5,128,487 in total liabilities and $9,681,667 in
total stockholders' equity.

                     Licenses to Market Brands

The Company was restructured in late May 2005, when the current
entity secured the licenses to market jewelry under the brands
"Elizabeth" and "House of Taylor Jewelry," designed by Dame
Elizabeth Taylor and "Kathy Ireland Jewelry, exclusively for House
of Taylor Jewelry," designed by Kathy Ireland.  House of Taylor
Jewelry introduced the concept and held a soft launch with limited
new product at the June 2005 JCK show.

"We have over 200 new items throughout the collections, designed
and personally selected by Dame Elizabeth and Kathy Ireland, that
we plan to introduce to the trade at Couture, Signature Salons and
JCK Las Vegas at the end of May," Jack Abramov, Chairman and Chief
Executive Officer, said.

"Our goal for 2006 is to open additional independent retail
stores, boost revenues from this increased distribution network
and continue to build our brands.  We are negotiating to align
ourselves with manufacturers and product suppliers to offer the
finest luxury products at the most competitive pricing."

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?912

Based in Los Angeles, California, House of Taylor Jewelry, Inc.
(NASDAQ: HOTJ) -- http://www.hotj.com/-- designs and manufactures
18 karat and platinum fine jewelry featuring diamonds and precious
gems.  Its principal shareholders include Dame Elizabeth Taylor,
Kathy Ireland and members of the Abramov family.  It serves fine
jewelry retailers worldwide with diverse jewelry collections
marketed under the brands Elizabeth Collection(R), House of Taylor
Jewelry(R), and Kathy Ireland Jewelry(R), exclusively for House of
Taylor Jewelry.


INTEGRATED ELECTRICAL: Emerges From Pre-Arranged Chapter 11
-----------------------------------------------------------
Integrated Electrical Services, Inc. (Nasdaq: IESC) and all of its
domestic subsidiaries have emerged from Chapter 11 reorganization.

On May 12, 2006, Integrated Electrical Services, Inc. and all of
its domestic business units consummated the Plan of Reorganization
and exited from Chapter 11.

                        Terms of the Plan

The Plan provides for:

     * reducing IES' outstanding indebtedness by exchanging its
       $173 million of senior subordinated notes for 82% of the
       new IES common stock,

     * refinancing the company's $50 million of outstanding senior
       convertible notes with the proceeds of a new term loan,

     * converting IES' existing outstanding common stock into
       shares representing approximately 15% of the new IES common
       stock, and

     * issuing to management restricted shares representing 3% of
       the new IES common stock.

                      Exit Credit Facility

In connection with its emergence from Chapter 11, the company
entered into a two-year revolving credit facility with a syndicate
of lenders led by Bank of America, in which the lenders will
provide a revolving exit credit facility in the aggregate amount
of up to $80 million, with a $72 million sub-limit for letters of
credit, for the purpose of refinancing the DIP Credit Facility and
providing letters of credit and working capital.

In addition to the exit credit facility, the company entered into
a seven-year, $53 million term exit facility with Eton Park Fund,
L.P. and an affiliate, and Flagg Street Partners LP and
affiliates.  The term loan was used to refinance the company's
outstanding senior convertible notes.

IES has also closed on an exit bonding facility with Federal
Insurance Company.  The exit bonding agreement provides the
company an aggregate of up to $70 million in new surety bonds to
be issued at Chubb's discretion, with no more than $10 million in
new surety bonds to be issued in any given month.  Additional
surety bonding facilities with SureTec Insurance Company and
Edmund C. Scarborough, Individual Surety have been ratified to
provide additional bonding capacity to IES.

"I am extremely proud that we were able to exit Chapter 11 so
quickly and have emerged from this process stronger and more
competitive," Byron Snyder, IES' chairman, president and chief
executive officer, stated.  "Throughout the process, we told
customers, vendors, lenders, surety providers, employees and other
constituencies that we expected this to be an accelerated process.
Being able to deliver on that promise was very important in
maintaining the support of all of these groups in IES.  I want to
thank all of those that have helped to make this a reality."

                        Trading on NASDAQ

On May 15, 2006, the company's stock that has been trading on the
pink sheets as IESRQ.PK is expected to begin trading on the NASDAQ
under the ticker symbol IESC.  Pursuant to the Plan, all existing
stock is canceled and will convert into the right to receive new
emergent stock.  The conversion ratio from the old pre-emergent
stock to new post-emergent stock is 17.0928 shares of the old
stock for each share of the new emergent stock.  Shareholders will
be receiving information directly to allow them to convert their
shares.

                   About Integrated Electrical

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

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


INTEGRATED HEALTH: Wants Until Sept. 1 to Object to Claims
----------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries, asks
the U.S. Bankruptcy Court for the District of Delaware to extend
to Sept. 1, 2006, its deadline to object to proofs of claim filed
in the IHS Debtors' Chapter 11 cases, without prejudice to its
right to seek additional extensions.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that, most recently, IHS Liquidating
has been reviewing and analyzing all claims that were designated
by the IHS Debtors as "unresolved" but had not been made to
subject to an objection as of the Effective Date.  These efforts
resulted in IHS Liquidating's filing of the 41st Omnibus Claims
Objection and a motion to approve various tax claim settlements.

At this time, the IHS Liquidating's claims resolution efforts are
focused on (i) prosecuting the remaining omnibus claims objections
and (ii) reviewing all additional unresolved claims in order to
determine whether any additional claims objections are necessary.

According to Mr. Brady, IHS Liquidating has identified
substantially all claims, which could be made subject to a future
objection.  However, IHS Liquidating believes that it is prudent
to extend the claims objection deadline in order to avoid a
circumstance where objectionable claims are inadvertently allowed.

The Court will hold a hearing to consider IHS Liquidating's
request on May 23, 2006, at 3:00 p.m.  By application of
Del.Bankr.L.R. 9006-2, IHS Liquidating's Claims Objection
Deadline is automatically extended until the Court rules on the
request.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


J.L. FRENCH: Committee Hires Foley & Lardner as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors appointed the chapter 11
cases of in J.L. French Automotive Castings, Inc., and its debtor-
affiliates permission to hire Foley & Lardner LLP as its counsel
nunc pro tunc to Feb. 21, 2006.

As reported in the Troubled Company Reporter on April 7, 2006,
Foley & Lardner expected to:

   a) advise the Committee with respect to its rights, powers and
      duties;

   b) advise the Committee in its consultations with the Debtors
      relative to the administrative of the Chapter 11 cases;

   c) advise the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with the creditors;

   d) advise the Committee with respect to its investigation of
      the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operations of the Debtors'
      businesses and the desirability of the continuance of any
      businesses, and any other matters relevant to the Chapter 11
      cases or to the formulation of a plan;

   e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, DIP financing to be obtained
      in these cases and the terms of a chapter 11 plan or plans
      for the Debtors;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   g) represent the Committee at hearings and other proceedings;

   h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

   i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objections; and

   j) perform any other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties.

The Firm's professionals bill:

       Professional               Designation         Hourly Rate
       ------------               -----------         -----------
       Judy A. O'Neill            Partner                $550
       William McKenna            Partner                $490
       Nicole Y. Lamb-Hale        Partner                $425
       Daljit s. Doogal           Partner                $425
       Laura J. Eisele            Partner                $430
       John A. Simon              Associate              $385
       David G. Dragich           Associate              $370
       James Harrington           Associate              $350
       Veronica L. Crabtree       Paraprofessional       $150

Judy A. O'Neill, Esq., a Foley & Lardner partner, assures the
Court that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the
Bankruptcy Code.

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


J.L. FRENCH: Committee Hires Ashby & Geddes as Delaware Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors permission appointed in
the chapter 11 cases of J.L. French Automotive Castings, Inc., and
its debtor-affiliates to hire Ashby & Geddes as its Delaware
counsel, effective as of Feb. 22, 2006.

As reported in the Troubled Company Reporter on April 10, 2006,
the Committee told the Court that the Firm will avoid duplicating
services performed by the Committee's lead counsel, Foley &
Lardner LLP.

Ashby & Geddes is expected to:

   a) provide legal advice regarding the rules and practices of
      the Court applicable to the Committee's powers and duties as
      an Official Committee appointed under Section 1102 of the
      Bankruptcy Code;

   b) provide legal advice regarding any disclosure statement and
      plan filed in this case and with respect to the process for
      approving or disapproving disclosure statements and
      confirming or denying confirmation of a plan;

   c) prepare and review applications, motions, complaints,
      answers, orders, agreements and other legal papers filed on
      or behalf of the Committee for compliance with the rules and
      practices of the Court;

   d) appear in Court to present necessary motions, applications
      and pleadings and otherwise protect the interest of the
      Committee and the Debtor's unsecured creditors; and

   e) perform other legal services for the Committee as the
      Committee believes may be necessary and proper in these
      proceedings.

William P. Bowden, Esq., a Ashby & Geddes partner, tells the Court
that the Firm's other professionals bill:

        Professional          Designation        Hourly Rate
        ------------          -----------        -----------
        William P. Bowden     Partner               $455
        Ricardo Palacio       Associate             $375
        Ben Keenan            Associate             $195
        Susan Brown           Paralegal             $160

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

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


JACOBS ENT: Offers to Buy Back $148 Mil. of 11-7/8% Senior Notes
----------------------------------------------------------------
Jacobs Entertainment, Inc. launched a cash tender offer and
consent solicitation with respect to its outstanding $148 million
in aggregate principal amount of 11-7/8% Senior Secured Notes due
2009.

         Terms of Tender Offer and Consent Solicitation

Under the terms of the tender offer, which are described fully
in an Offer to Purchase and Consent Solicitation Statement dated
May 12, 2006 and the related Letter of Transmittal, Jacobs
Entertainment is offering to purchase any and all of the Notes at
a purchase price equal to 106.188% of the principal amount of the
Notes tendered, plus all accrued and unpaid interest through, but
not including, the date of purchase.  Holders that validly tender
their Notes prior to midnight Eastern Time, on May 26, 2006 will
receive the Total Purchase Price plus Accrued Interest.  Holders
that validly tender their Notes after the Consent Payment Deadline
will receive an amount equal to 104.188% of the principal amount
of the Notes validly tendered, plus Accrued Interest.

The tender offer will expire at midnight, Eastern Time, on
June 12, 2006, unless extended or earlier terminated.  Payments of
the tender consideration for the Notes validly tendered and not
withdrawn on or prior to the expiration date and accepted for
purchase will be made pursuant to the Tender Offer Documents.

In connection with the tender offer, Jacobs Entertainment is
soliciting the consents of the holders of the Notes to

   (a) adopt proposed amendments to the indenture governing the
       Notes and

   (b) release the collateral securing the obligations of Jacobs
       Entertainment under the Notes.

The primary purpose of the solicitation and Proposed Amendments is
to eliminate substantially all of the material restrictive
covenants and certain events of default and related provisions in
the Indenture governing the Notes.  In order for the Proposed
Amendments to be effective, holders of a majority in aggregate
principal amount of the Notes must consent to the Proposed
Amendments.  In order for the Collateral Release to be effective,
holders or at least 75% in aggregate principal amount of the Notes
must consent to the Collateral Release.

Holders of the Notes may not tender their Notes without delivering
the related consents, and must validly tender their Notes prior to
the Consent Payment Deadline to receive the Total Purchase Price.

The consummation of the tender offer is conditioned upon, among
other things,

   (i) receipt of the consent of the holders of a majority in
       aggregate principal amount of the Notes to the Proposed
       Amendments to the indenture governing the Notes,

  (ii) the consummation of a note offering by Jacobs Entertainment
       and the consequent receipt by the Jacobs Entertainment of
       proceeds from the incurrence of new indebtedness (or the
       receipt by Jacobs Entertainment of other available sources
       of cash on terms and conditions satisfactory to Jacobs
       Entertainment sufficient to purchase the Notes), and

(iii) the receipt of all necessary consents and approvals from
       the applicable gaming authorities permitting the Financing
       Condition and the tender offer on terms satisfactory to the
       Jacobs Entertainment.

If any of the conditions are not satisfied, Jacobs Entertainment
may terminate the tender offer and return tendered Notes, may
waive unsatisfied conditions and accept for payment and purchase
all validly tendered Notes that are not validly withdrawn prior to
expiration, may extend the tender offer or may amend the tender
offer.

Full details of the terms and conditions of the tender offer are
included in the Tender Offer Documents.

Credit Suisse Securities (USA) LLC will act as Dealer Manager for
the tender offer and consent solicitation for the Notes.
Questions regarding the tender offer or consent solicitation may
be directed to:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 325-3784
     Toll Free (800) 820-1653

D.F. King & Co., Inc. will act as the Information Agent for the
tender offer and consent solicitation for the Notes.  Questions
regarding the tender offer and consent solicitation and requests
for documents related to the tender offer and consent solicitation
may be directed to:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (for brokers and banks) and
     (800) 290-6429 (for all others)

Neither the Jacobs Entertainment Board of Directors nor any other
person makes any recommendation as to whether holders of Notes
should tender their Notes or provide the related consents, and no
one has been authorized to make such a recommendation. Holders of
Notes must make their own decisions as to whether to tender their
Notes and provide the related consents, and if they decide to do
so, the principal amount of the Notes to tender.

                   About Jacobs Entertainment

Headquartered in Golden, Colorado, Jacobs Entertainment is a
geographically diversified gaming and pari-mutuel wagering company
with properties in Colorado, Nevada, Louisiana and Virginia.
Jacobs Entertainment owns and operates three land-based casinos,
11 truck plaza video gaming facilities (two of which are leased)
and a horseracing track with nine off-track wagering facilities
(five of which are leased).  In addition, Jacobs Entertainment is
party to an agreement that entitles it to a portion of the gaming
revenue from an additional truck plaza video gaming facility.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
recovery rating of '1' to Jacobs Entertainment Inc.'s proposed
$100 million senior secured credit facility, indicating the
expectation that lenders would realize full recovery of principal
(100%) in the event of a payment default.

At the same time, Standard & Poor's affirmed its existing ratings
on Jacobs, including its 'B' corporate credit rating. The outlook
remains stable.  The Golden, Colorado-headquartered gaming
facilities owner and operator is estimated to have close to
$280 million of pro forma debt outstanding, after taking into
account the bank loan, including the delayed draw term loan, and
expected note financing transactions.


KAISER ALUMINUM: Names Joseph Bellino as Chief Financial Officer
----------------------------------------------------------------
Joseph P. Bellino has joined Kaiser Aluminum Corporation as
executive vice president and CFO.  Mr. Bellino previously was with
Steel Technologies Inc., where he served as CFO and treasurer for
nine years and was a member of the board of directors from 2002 to
2004.

Mr. Bellino has extensive executive-level expertise in the
manufacturing and distribution industries, primarily in the areas
of business strategy, finance, acquisitions, institutional
investor relationships, corporate governance and building
shareholder value.

"Joe will be a significant asset to the company as he has a
tremendous depth of expertise in finance as well as a solid
background in metals and manufacturing," said Jack A. Hockema,
president and CEO of Kaiser Aluminum.  "He will immediately step
in and help guide the company through a critical time as we emerge
a new company with a solid platform for growth."

From 1996 to 1997, Mr. Bellino was president of Beacon Capital
Advisors Company, a consulting firm specializing in mergers and
acquisitions, valuations and executive advisory services.  Fifteen
years prior, he worked with Rhawn Enterprises, a privately owned
Louisville, Ky.-based holding company with investments in the
manufacturing and distribution industries, where he rose from
chief financial officer to president in 1989.  Mr. Bellino began
his business career in 1974 with the Mead Corporation.

Mr. Bellino graduated cum laude with a Bachelor of Science degree
in finance from The Ohio State University.  He also holds a Master
of Business Administration degree from the Fisher College of
Business at The Ohio State University.

                  Bellino's Employment Agreement

In a regulatory filing with the Securities and Exchange
Commission, Daniel D. Maddox, Kaiser's vice president and
controller, reports that on May 8, 2006, the Company and Mr.
Bellino entered into an employment agreement.

Under the terms of the Employment Agreement, Mr. Bellino will
receive a $350,000 initial base salary and an annual short-term
incentive target equal to 50% of his base salary.  The short-term
incentive is:

      (i) payable in cash;

     (ii) subject to the Company meeting the applicable underlying
          performance thresholds; and

    (iii) subject to an annual cap of three times the target.

For 2006, Mr. Bellino's short-term incentive award will not be
prorated.

The Employment Agreement also provides that Mr. Bellino will
receive 15,000 in restricted shares of the Company's new common
stock at emergence as an initial long-term incentive grant, Mr.
Maddox notes.  Starting in 2007, Mr. Bellino will receive a
$450,000 annual equity award.  The terms of all equity grants will
be similar to the terms of equity grants made to other senior
executives at the time they are made.

Mr. Bellino is also entitled to severance and change in control
benefits under the terms of the Employment Agreement.

A full-text copy of Mr. Bellino's Employment Agreement is
available for free at http://researcharchives.com/t/s?922

                       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)


KAREN FORD: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Karen Ford
        1933 Swede Gulch Road
        Golden, Colorado 80401

Bankruptcy Case No.: 06-12686

Chapter 11 Petition Date: May 12, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: M. Frances Cetrulo, Esq.
                  Berenbaum Weinshienk & Eason, P.C.
                  370 17th Street, Suite 4800
                  Denver, Colorado 80202
                  Tel: (303) 825-0800
                  Fax: (303) 629-7610

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
   Guaranty Bank and Trust Co.            $2,569,714
   P.O. Box 5647
   Denver, CO 80217

   Graphic Packaging Corp.                $1,185,000
   Marietta Georgia
   c/o Holme Roberts & Owen,
   Preston Oade Jr.
   1700 Lincoln Street, Suite 4100
   Denver, CO 80203-4541

   Jamie Jensen                             $300,000
   Crooked Willow Farms
   10554 South Perry Park Road
   Larkspur, CO 80118
   c/o Larry Harvey, Esq.
   5290 DTC Parkway, Suite 150
   Evergreen, CO 80439

   Landstinget Sormland                      $68,194

   Leland, Parachini, Steinberg,             $64,979
   Matzger & Melnick LLP

   MBNA                                      $55,608

   Mike Martin d/b/a SnoCrest Construction   $30,000

   Hamilton and Faatz                        $21,436

   United Mileage Plus                       $17,703

   Heritage Bank                             $10,000

   Juniper Bank                               $7,859

   DSRW Enterprises, Inc.                     $7,500

   GE Money Bank                              $4,374

   Gibson Electric                            $4,254

   Dr. Thomas Ouelette DDS                      $655


KNOLOGY INC: S&P Junks Rating on $97 Mil. Senior Sec. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to West Point, Georgia-based cable
overbuilder Knology Inc.  The outlook is stable.

At the same time, a 'B' rating was assigned to Knology's $173
million senior secured first-lien term loan and $25 million
revolver, with a recovery rating of '3', indicating meaningful
(50%-80%) recovery of principal in the event of payment default or
bankruptcy.

A 'CCC+' rating was assigned to the company's $97 million senior
secured second-lien term loan, with a recovery rating of '5',
suggesting negligible (0%-25%) recovery of principal in the event
of payment default or bankruptcy.  Total debt is approximately
$273 million.

"Ratings reflect the company's vulnerable market position and
uncertain long-term sustainability as a cable overbuilder
providing undifferentiated services in a fiercely competitive
landscape, and its small scale, which limits its pricing power in
negotiating contracts," said Standard & Poor's credit analyst
Allyn Arden.

The ratings also reflect an unfavorable cost position relative to
the incumbent cable operators, high leverage, and limited long-
term liquidity if the company loses subscribers to competitors.

Tempering factors include Knology's reputation for excellent
customer service, which has translated into superior average
revenue per user in established markets from penetration of
bundled offerings despite significant competition, a fully
upgraded plant with two-way capability, and the continued
expectation of significant revenue and EBITDA growth.


LONGVIEW FIBRE: Harvesting Plan Prompts Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service concluded its review of Longview Fibre
Company and lowered Longview's ratings:

    * corporate family rating to B1 from Ba3,
    * senior secured rating to Ba3 from Ba2, and
    * senior subordinate rating to B3 from B2.

In addition, Moody's lowered the senior unsecured rating to B2
from B1 and will withdraw the senior unsecured rating on
Longview's rescinded senior unsecured note offering.  Moody's also
assigned a rating of Ba3 to Longview's proposed senior secured
Term Loan B facility.  The ratings outlook is negative.

These rating actions reflect the accelerated harvesting plan
recently announced by Longview and the increased dividend level,
in addition to the proposed leveraged recapitalization utilizing
secured debt and encumbering all of Longview's timberlands.  These
negative rating factors are somewhat mitigated by the company's
announced plans to monetize its higher and better use lands, as
well as to rationalize its manufacturing plants, both of which
Moody's views positively.

The proposed Term Loan B facility is a $300 million seven-year
term loan facility, pari passu with the existing $200 million term
loan and $200 million (undrawn) revolver.  All commitments under
the credit facilities are secured by Longview's timberlands on a
first-lien basis at 2X collateral ratio.  Longview anticipates
utilizing the proceeds of the facility to finance the cash portion
(approximately $77 million) of the earnings and profits
distribution it is required to make as part of the REIT
conversion, as well as to tender for $215 million of its senior
subordinate notes due 2009.

Moody's negative rating outlook reflects the accelerated
harvesting plan and increased dividend level, the execution risk
with respect to proposed HBU sales and restructuring of
manufacturing assets, as well as the lack of access to the equity
markets resulting from the remaining uncertainty with respect to
the hostile acquisition proposal from Obsidian Finance Group, LLC,
and The Campbell Group, LLC.  In addition, the agency is concerned
with the firm's operating performance in the medium term.

The rating outlook would likely be stabilized upon Longview's
successful de-leveraging in line with Moody's expectations (i.e.
debt/gross assets under 20% by year-end 2007, interest coverage
above 5X), increase in the equity component of capital structure,
demonstrated successful execution with respect to HBU sales and
streamlining of the manufacturing businesses, as well as the
resolution of the uncertainty related to the Obsidian/Campbell
proposal.

Downward rating pressure would be precipitated by failure to de-
lever in accordance with Moody's expectations, such as any
increase in leverage above the current level of debt/gross assets
at 22% or any decline in coverage below 4X.  In addition,
continued inability to issue equity or lack of success in
generating net positive cash flow from the HBU lands and
manufacturing assets over the next 12-18 months, as well as
acceptance of the Obsidian/Campbell proposal, would be perceived
as negative rating factors.

The following ratings were lowered:

Longview Fibre Company

    -- corporate family rating to B1 from Ba3,
    -- senior secured rating to Ba3 from Ba2,
    -- senior unsecured rating to B2 from B1,
    -- senior subordinate rating to B3 from B2

The following rating will be withdrawn:

Longview Fibre Company

    -- senior unsecured rating at B2

The following rating was assigned:

Longview Fibre Company -- Term Loan B

    -- senior secured rating at Ba3

In its last rating action, Moody's maintained its review for
possible downgrade of Longview Fibre's rating on April 18, 2006.

Longview Fibre Company [NYSE: LFB] is an integrated timberlands,
paper and packaging company, headquartered in Longview,
Washington, USA.  At March 31, 2006, it had assets of $1.2 billion
and equity of $420 million.

Obsidian Finance Group, LLC is a private equity firm headquartered
in Portland, Oregon, USA.  Obsidian invests for its own account,
for the account of others, and jointly with others, in addition to
providing advisory services.

The Campbell Group, LLC is a vertically integrated, full-service
timberland investment advisory firm founded in 1981 to acquire and
manage timberland for investors.  The Campbell Group is
headquartered in Portland, Oregon, USA, and as of March 6, 2006,
had more than $2 billion of equity commitments available for
additional timberland investments.


LORBER INDUSTRIES: Court Establishes June 30 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set June 30, 2006, as the deadline for all creditors owed money by
Lorber Industries of California, on account of claims arising
prior to Feb. 10, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
June 30 Claims Bar Date to the:

     Clerk of the Bankruptcy Court
     U.S. Bankruptcy Court for the
     Central District of California
     300 North Lost Angeles Street,
     Los Angeles, CA 90012

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


MAGELLAN HEALTH: Earns $22.3 Million in First Quarter of 2006
-------------------------------------------------------------
Magellan Health Services, Inc., reported a $23 million net income
on $400.6 million of net revenue for the quarter ended March 31,
2006.  For the prior year quarter, to Company reported net income
of $23.1 million on $452.8 million of net revenue.

The Company ended the quarter with unrestricted cash and
investments of $196.6 million, having used approximately $120
million to fund the previously announced acquisition of National
Imaging Associates, Inc., which closed on Jan. 31, 2006.  Cash
flow from operations for the quarter was $19.9 million compared
with $37.8 million for the prior year quarter.  Cash flow was
affected, as anticipated, by payment of claims for previously
announced terminated contracts.

"Again this quarter we produced excellent financial results," said
Steven J. Shulman, chairman and chief executive officer.  "In
addition to our strong financial performance, we consummated our
agreement to acquire NIA on Jan. 31, 2006, and our first quarter
financials reflect two months of operating results from our new
line of business.  Our integration efforts related to NIA are
proceeding well and we have made significant progress in applying
Magellan's expertise to developing a risk radiology product and to
enhancing NIA's call center operations.  With respect to risk
contracting, we are pleased with the interest we are seeing in the
marketplace for a risk product and we continue to have productive
discussions with a variety of prospects about this offering.

"As expected, our behavioral health business continues to perform
well," Mr. Shulman added.  "We are very pleased by recent
successes in our sales efforts in the Medicaid arena.  Although
there have been delays in the timing of some of the other Medicaid
opportunities that we are pursuing, our total pipeline of new
business opportunities continues to grow and we are actively
pursuing a large number of prospects in both our behavioral and
radiology benefits management businesses."

                           2006 Guidance

Based on its performance to date, the Company reaffirmed segment
profit guidance of $173 million to $193 million and raised its net
income guidance to a range of $59 million to $75 million.

Chief Financial Officer Mark S. Demilio said, "Our careful
management of expenses and effective use of our cash position are
paying off in the form of strong financials and excellent
prospects.  Given our robust performance in the behavioral
business, as demonstrated by our first quarter financial results,
we are reaffirming our original segment profit guidance despite
some delays in new business contract awards.  In addition, we have
raised our guidance for 2006 net income primarily due to estimated
higher net interest income.  Our entry into the radiology benefits
management space through our acquisition of NIA affords us
significant growth potential and we continue to evaluate other
opportunities to invest in the Company's future growth.  In
addition, we continue to manage our behavioral health business
carefully and to make investments in building out our risk
radiology platform and in business development efforts in the
public sector and other areas."

                     About Magellan Health

Headquartered in Avon, Connecticut, Magellan Health Services, Inc.
(Nasdaq:MGLN) is the United States' leading manager of behavioral
health care and radiology benefits.  Its customers include health
plans, corporations and government agencies.  The Company filed
for chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case
No. 03-40515).  The Court confirmed the Debtors' Third Amended
Plan on Oct. 8, 2003, allowing the Company to emerge from
bankruptcy protection on Jan. 5, 2004.

                            *   *   *

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Magellan Health Services Inc. to 'BB' from 'B+'.  The
outlook is stable.  The upgrade reflected Magellan's improved
credit profile, which can be attributed to sustained earnings
strength, continued streamlining of operations, and materially
improved balance-sheet quality linked to a significant debt
reduction in 2005.


MAGSTAR TECHNOLOGIES: Virchow Krause Raises Going Concern Doubt
---------------------------------------------------------------
Virchow, Krause & Company, LLP expressed substantial doubt about
MagStar Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm points to
the Company's recurring losses from operations as well as its
total liabilities exceeding its total assets.

MagStar Technologies' balance sheet at December 31, 2005 showed
$2,511,263 in total assets and $7,021,421 in total liabilities
resulting in a total stockholders' deficiency of $4,510,158.

The Company's balance sheet also showed strained liquidity with
$2,392,451 in total current assets and $5,396,918 in total current
liabilities.

A full-text copy of MagStar Technologies' financial statements for
the years ended Dec. 31, 2005 and 2004 are available for free at
http://researcharchives.com/t/s?8fc

Headquartered in Hopkins, Minnesota, MagStar Technologies, Inc. is
a developer and manufacturer of centrifuges, conveyors, medical
devices, spindles, and sub assemblies for medical, magnetic,
motion control and industrial original equipment manufacturers.
The Company manufactures close tolerance bearing-related
assemblies for the medical device industry.  The Company also
contract manufactures biometric identification assemblies,
spindles, precision slides and complex magnetic assemblies.  The
Company's products are sold throughout the United States and North
America, Europe, and Asia.


MARKSON ROSENTHAL: Hires Becker Meisel as Bankruptcy Counsel
------------------------------------------------------------
Markson Rosenthal & Company, Inc., obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Becker Meisel, LLC, as its bankruptcy counsel.

Becker Meisel is expected to:

    a. advise the Debtor with respect to its powers and duties as
       a debtor-in-possession in the management of its estate;

    b. advise the Debtor with respect to the potential sale or
       auction of substantially all of its assets;

    c. assist in the preparation of a disclosure statement and a
       plan of reorganization;

    d. negotiate with the Debtor's creditors and other
       constituencies and taking necessary legal steps to confirm
       and consummate a sale of the Debtor's assets and a plan of
       reorganization;

    e. prepare on behalf of the Debtor all necessary motions,
       applications, answers, proposed orders, reports and other
       papers to be filed by the Debtor in its chapter 11 case;

    f. appear before the Court to represent and protect the
       interest of the Debtor and its estate; and

    g. perform all other legal services for the Debtor that may be
       necessary and proper for its effective reorganization or
       liquidation, as well as other professional services
       customarily required, and such litigation services as may
       be required.

Ben H. Becker, a member of Becker Meisel, tells the Court that the
Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $250 - $400
         Associates                    $150 - $325
         Paraprofessionals              $75 - $125

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

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


MARKSON ROSENTHAL: U.S. Trustee Appoints Seven-Member Committee
---------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Markson
Rosenthal & Company, Inc.'s chapter 11 case:


    1. Fernando A. Lemos
       Jay Packaging Group, Inc.
       100 Warwick Industrial Drive
       Warwick, Rhode Island 02886
       Tel: (401) 244-9124
       Fax: (401) 244-1324

    2. Tim Neilson
       Snelling Employment, LLC
       12801 North Central Expressway
       Suite 600
       Dallas, Texas 75243
       Tel: (972) 776-1445
       Fax: (972) 239-6879

    3. Dennis Mehiel
       Mannkraft Corporation
       100 Frontage Road
       Newark, New Jersey 07114
       Tel: (973) 589-7400
       Fax: (973) 817-8223

    4. Betty Klaiber
       Schiftenhaus Packaging Corp.
       P.O. Box 1060
       Smithtown, New York 11787
       Tel: (631) 231-0400
       Fax: (631) 231-0409

    5. Robert C. Bernaski
       Panel Prints, Inc.
       1001 Moosic Road
       Old Forge, Pennsylvania 18518
       Tel: (570) 457-8343
       Fax: (570) 414-0229

    6. Thomas Edward Wilson
       Rex Corporation
       136 East Port Road
       Jacksonville, Florida 32226
       Tel: (904) 757-5210
       Fax: (904) 751-7262

    7. Vito J. Abbruscato
       Cameo Personnel Systems, Inc.
       440 South Main Street
       Milltown, New Jersey 08850
       Tel: (732) 203-1007
       Fax: (732) 203-1429

The Committee has selected Douglas J. McGill, Esq., and Robert
Malone, Esq., at Drinker, Biddle & Reath as its counsel.

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


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

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

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

   Attorneys:

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

   Financial Advisors:

   Jeffrey Jonas
   Managing Director
   NachmanHaysBrownstein, Inc.
   822 Montgomery Avenue, Suite 204
   Narberth, Penslyvania 19072
   Tel: (610) 660-0060
   Fax: (610) 664-7298

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


MERIDIAN AUTOMOTIVE: Has Until May 29 to File Disclosure Statement
------------------------------------------------------------------
Judge Walrath of the U.S. Bankruptcy Court for the District of
Delaware permits Meridian Automotive Systems, Inc., and its
debtor-affiliates to file their Chapter 11 Plan without a
disclosure statement.

The Court set May 29, 2006, as the Debtors' deadline to file a
disclosure statement with respect to their Plan of
Reorganization.

As reported in the Troubled Company Reporter on May 5, 2006,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington Delaware, relates that since the Debtors filed
their Plan of Reorganization, they have continued their efforts
to gain additional creditor support to confirm the Plan to
achieve a fully consensual plan.  Although they continue to press
forward, the Debtors need more time to complete a disclosure
statement to accompany the Plan, Mr. Brady tells Judge Walrath.

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

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Hennigan Replaces Milbank as 1st Lien Counsel
------------------------------------------------------------------
James C. Tecce, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, advises Judge Walrath of the U.S. Bankruptcy Court for
the District of Delaware that Bruce Bennett, Esq., and the law
firm of Hennigan, Bennett & Dorman LLP now represent the Informal
Committee of First Lien Secured Lenders in connection with the
Debtors' Chapter 11 cases.

Hennigan Bennett substituted in as counsel after the Judge Walrath
disqualified Milbank from further representation of the First
Lien Committee.

Milbank withdrew its notice of appearance and request for papers.

As reported in the Troubled Company Reporter on May 8, 2006,
the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has no difficulty concluding that Milbank,
Tweed, Hadley & McCloy LLP's violation of Model Rule 1.9 and
dogged refusal to acknowledge this violation, warrant
disqualification from its further representation of the First Lien
Committee in Meridian Automotive Systems, Inc., and its debtor-
affiliates' bankruptcy cases.

For these reasons, the Court grants Stanfield Capital Partners,
LLC's request to disqualify Milbank from further representation of
the First Lien Committee.

According to Judge Walrath, the Model Rules of Professional
Conduct of the American Bar Association govern the practice of
law before the United States Bankruptcy Court for the District of
Delaware.  For conduct inconsistent with the Model Rules, an
attorney may be reprimanded or subjected to other disciplinary
action as the circumstances may warrant.

                  Concurrent Conflict of Interest

Stanfield Capital Partners, LLC, argued that Milbank's
representation of the Informal Committee of First Lien Secured
Lenders is prohibited by Model Rule 1.7(a), which provides that
"a lawyer shall not represent a client if the representation of
. . . [that] client will be directly adverse to another client."

The Court finds that Stanfield terminated the attorney-client
relationship with Milbank before Milbank undertook the First Lien
Committee representation.  Consequently, the Court concludes that
Model Rule 1.7 is not implicated.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Milbank Tweed Appeals Disqualification
-----------------------------------------------------------
Milbank, Tweed, Hadley & McCloy LLP as counsel to the Informal
Committee of First Lien Secured Lenders delivered to the United
States District Court for the District of Delaware its designated
items to be filed under seal consistent with Judge Walrath's order
sealing its objection to Stanfield Capital Partners LLC's request.

Milbank also presents two questions for the District Court to
review, specifically, whether the Bankruptcy Court erred in:

    (a) precluding it from offering evidence of its reliance on
        counsel in reaching the good faith determination that its
        representation of the First Lien Committee did not
        constitute an impermissible conflict of interest; and

    (b) holding that its representation of the First Lien
        Committee constituted an impermissible conflict of
        interest.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MTR GAMING: S&P Rates Proposed $125 Million Senior Notes at B-
--------------------------------------------------------------
Standard & Poor's assigned its 'B-' rating to MTR Gaming Group
Inc.'s proposed $125 million senior subordinated notes due 2012.

At the same time, Standard & Poor's affirmed its ratings on the
Chester, West Virginia-based casino owner and operator, including
its 'B+' corporate credit rating.  In addition, the ratings were
removed from CreditWatch with developing implications where they
were placed on Jan. 26, 2006.

"The removal of ratings from CreditWatch reflects Standard &
Poor's expectation that an acquisition of MTR is unlikely over the
intermediate term," said Standard & Poor's credit analyst Emile
Courtney.  The previous CreditWatch listing was driven by the
announcement that the company was considering an offer from an
entity owned by MTR's CEO and Executive Vice President, both
shareholders, to take the company private.  The notes proceeds
would be used to partially finance the construction of the
company's Presque Isle Downs gaming facility and racetrack in
Erie, Pennsylvania.  Pro forma for the notes, total funded debt
outstanding is expected to be about $260 million as of March
2006.  The outlook is negative.


NANO SUPERLATTICE: Simon & Edward Raises Going Concern Doubt
------------------------------------------------------------
Simon & Edward, LLP, in the City of Industry, California, raised
substantial doubt about Nano Superlattice Technology, Inc., fka
Wigwam Development, Inc.'s ability to continue as a going concern
after auditing the consolidated financial statements for the year
ended Dec. 31, 2005.  The auditor pointed to the Company's
recurring losses from operations and inability to meet its
maturing obligations without selling operating assets and
restructuring debts.

The Company reported a $864,147 net loss on $9,141,782 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $11,361,941
in total assets, $6,340,587 in total liabilities, and $4,919,747
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?923

Nano Superlattice Technology, Inc. (OTCB: NSLT) through its wholly
owned subsidiary, Nano Superlattice Technology Inc. (BVI), a
British Virgin Islands company, with operations in Taiwan,
develops and produces nano-scale coating technology to be applied
to various mechanical tools and metal surfaces for sale to
manufacturers in the computer, mechanical and molding industries
in Taiwan.  Nanotechnology, or molecular manufacturing, is a
technological process used in manufacturing products to be
lighter, stronger, smarter, cheaper, cleaner and more precise.


OCA INC: Files Plan and Disclosure Statement in Louisiana
---------------------------------------------------------
OCA, Inc. (Pink Sheets: OCAI) filed a Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Eastern District of Louisiana on May 15, 2006.

The company also reported that a Plan Support Agreement was also
approved by the Court pursuant to which the Company's Senior
Lenders (Bank of America, as agent, and affiliates of Silver Point
Capital), the Company and the Official Committee of Unsecured
Creditors agreed to support the approval and confirmation of the
Plan.

                        Terms of the Plan

Under the terms of the Plan, the amount of senior secured
indebtedness held by the Senior Lenders will be reduced from
approximately $92 million to $50 million.  The Senior Lenders will
receive under the Plan all of the equity of the reorganized
Company upon exit from chapter 11.

The Company's unsecured creditors will receive, under the Plan, a
cash payment equal to $2,700,000 and will be eligible to receive
additional deferred cash payments up to the full amount of their
allowed claims after certain distributions and permanent cash
paydowns to senior lenders exceed $100 million.

All of the outstanding stock of the Company will be cancelled;
however, the existing shareholders of the Company will be eligible
to receive deferred cash payments equal to $1,500,000 after
certain distributions and permanent cash paydowns to the Senior
Lenders exceed $115 million, an additional $3,500,000 if such
distributions and paydowns exceed $150 million and certain
additional amounts if such distributions and paydowns are larger
than these amounts.

                     DIP Financing Approval

The Company also received a final order from the Court approving
its debtor-in-possession revolving credit financing with Bank of
America as agent, and Silver Point Capital pursuant to which the
Company will be able to obtain debtor-in-possession financing of
up to $15,000,000.  Upon exit from bankruptcy, the Senior Lenders
have committed (subject to the terms of the Plan Support
Agreement) to a new working capital facility to be used to pay off
amounts borrowed under the DIP loan and for general corporate
purposes.

                         CEO Termination

In addition, the Company reported that, consistent with the terms
of the Plan Support Agreement, Bart Palmisano, Sr. was terminated
as CEO.  Michael Gries, the Company's Chief Restructuring Officer,
will, effective immediately, assume the additional position of
Interim Chief Executive Officer.

"We are encouraged by the significant support demonstrated by the
Company's senior lenders and the Official Committee of Unsecured
Creditors, as well as the Company's vendors and employees," Mr.
Gries said.  "We also appreciate the continuing loyalty and
support of our affiliated orthodontists and dentists.  We have met
and discussed the Company's restructuring plan with many of our
affiliated doctors and look forward to continuing that dialogue
throughout the remaining pendency of the case.  The Company's
restructuring is progressing at a very rapid pace, and we hope to
emerge from chapter 11 by the end of the summer."

A full-text copy of the Company's Joint Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060515213155

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

  http://www.researcharchives.com/bin/download?id=060515213437

                         About OCA Inc.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


ONEIDA LTD: Bankruptcy Court Approves Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the disclosure statement explaining the plan of
reorganization filed by Oneida Ltd. and its debtor-affiliates on
May 12, 2006, the Debtors' counsel told The Deal.

According to Douglas Bartner, Esq., at Shearman & Sterling LLP,
Judge Allan Gropper also scheduled for July 12 the hearing to
confirm the Debtors' plan.

                       Overview of the Plan

The Plan contemplates payment in full and in cash of all
Administrative Claims, Priority Tax Claims, Other Priority Claims
and General Unsecured Claims, the payment in full and in cash of
all Secured Tranche A Claims, and the conversion of all Secured
Tranche B Claims into 100% of the issued outstanding common stock
of Reorganized Oneida

                          Exit Facility

The Debtors tell the Court that pursuant to the plan, they will
enter into an Exit Facility in order to finance their emergence
from chapter 11.  The Exit Facility provides for a five-year
revolving commitment of $80 million and a $90 million six-year
term loan.  In connection with procurement of the Exit Facility,
the Debtors are required to pay an arrangement fee to Credit
Suisse Securities (USA) LLC and will seek approval of the Court to
make such payment.

The Debtors believe that the Exit Facility will provide sufficient
liquidity to fund their emergence from chapter 11, as well as
general corporate purposes following the Effective Date.

                        Terms of the Plan

Under the Plan, Administrative Claims, Priority Tax Claims and
Claims under DIP Credit Agreement will be paid in full.

Holders of Secured Tranche A Claims will receive cash equal to the
their claim.  The Debtors tell the Court that subject to Section
5.11 of the Prenegotiated Plan, if the Bank of America letter of
credit is outstanding following the effective date, BofA will
receive:

    (i) a cash deposit or

   (ii) an irrevocable letter of credit issued under the Exit
        Facility,

in an amount, equal to 105% of the face amount of the outstanding
Bank of America letter of credit, less any BofA Cash Collateral.

Holders of Secured Tranche B Claims will receive, in the
aggregate, a number of shares of Reorganized Oneida Common Stock
equal to 100% of the issued and outstanding shares of Reorganized
Oneida Common Stock on the Effective Date.

The Debtors say that in case of any Holder of a Tranche B Claim
that is unable to hold shares of Reorganized Oneida Common Stock,
the designee or designees of that Holder will receive that number
of shares of Reorganized Oneida Common Stock equal to the Holder's
pro rata portion of the Tranche B Common Stock.

The Debtors tell the Court that in no event will there be more
than 50 Holders of Tranche B Common Stock on the effective date.

Holders of the Secured PBGC Claims will receive their pro rata
share of the PBGC Note.  The Debtors say that if holders of
secured PBGC claims accept the plan, a variable interest
promissory note in the principal amount of $3 million, with
straight-line amortization over 10 years, bearing 4.5% interest in
fiscal year ending 2007 and for fiscal years ending 2008 through
2006, unless prepaid, minimum 4.5% interest, with a possible
increase to 10% if the Debtors' projected EBITDAR is exceeded by
20% will be issued.

However if holders reject the Plan, then a non-interest bearing
promissory note in the principal amount of
$3 million, with straight-line amortization over 10 years, will be
issued.

Holders of Other Secured Claims will retain the legal, equitable
and contractual rights of the claim and that claim will be
reinstated.

Holders of Other Priority Claims and General Unsecured Claims will
receive, at the election of the Debtors:

    (i) to the extent then due and owing on the effective date,
        the allowed other priority claim and general unsecured
        claim will be paid in full and in cash by the Reorganized
        Debtors;

   (ii) to the extent not due and owing on the effective date, the
        allowed other priority claim and general unsecured claim
        will be paid in full and in cash  by the Reorganized
        Debtors when the claim becomes due and owing in the
        ordinary course of business; or

  (iii) treatment that will render the claim unimpaired pursuant
        to Section 1124 of the Bankruptcy Code.

Specified Unsecured Claims comprise claims associated with:

    (a) Oneida's guarantee of that certain letter of credit, in
        the amount of approximately EUR2,325,000, issued by Banca
        Nazionale Del Lavoro, Spa in favor of Oneida Italy SRL,
        approximately EUR1,000,000 of which was outstanding as of
        the Mar. 19, 2006, and

    (b) the aggregate amount owed to the PBGC in connection with
        the distressed termination of the Pension Plans including
        and any deficiency claims of the PBGC with respect to the
        Secured PBGC Claim.

The Debtors tell the Court that on the effective date specified
unsecured claims will be discharged and holders of these claims
will receive nothing under the plan.

Subordinated Claims will receive the same treatment as specified
unsecured claims.

Equity Interests Oneida will be cancelled and holders will not
receive anything.

                    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: Gets Access to $40-Mil. DIP Loan from JPMorgan, et al.
------------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York gave Oneida Ltd. and its
debtor-affiliates permission to borrow up to $40 million from
JPMorgan Chase Bank, N.A. and a syndicate of financial
institutions comprised of a revolving credit and letter of credit.

The Court also granted JPMorgan Chase, Bank of America, N.A.,
other bank lenders and Pension Benefit Guaranty Corporation
adequate assurance over repayment of the Debtors' prepetition
obligations.

When the Debtors filed for bankruptcy protection, they owed
JPMorgan Chase, BofA and other bank lenders:

   * $7,300,000 under the revolving credit loan;
   * $3,300,000 under the swingline loans;
   * $1,771,044 under certain letters of credit;
   * $115,266,963 under the Tranche A loans;
   * $10,950,747 under certain letters of credit; and
   * $100,224,972 under the Tranche B loans.

Douglas P. Bartner, Esq., at, Shearman & Sterling LLP, informed
the Court that the aggregate value of the prepetition collateral
exceeds the aggregate amount of the prepetition revolving loan
debt and the Tranche A debt.

Pension Benefit Guaranty Corporation also hold liens under the
Employee Retirement Income Security Act of 1974 on the Debtors'
C.A.C. Clubhouse and 35% of the capital stock of any of the
Debtors' direct or indirect foreign subsidiaries.

The Debtors will immediately borrow $30 million to refinance their
prepetition revolving loan.

The Court also allowed the Debtors to use the cash collateral
securing their obligations to JPMorgan Chase, BofA and other bank
lenders.  The Court granted JPMorgan Chase and other DIP lenders
superpriority interest over any and all administrative expenses,
diminution claims

                       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.


PANTRY INC: Improved Operating Performance Cues S&P to Lift Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sanford, North Carolina-based The Pantry Inc. to 'BB-'
from 'B+'.

At the same time, the bank loan rating was raised to 'BB' from
'BB-', with the recovery rating unchanged at '1', indicating
expectations for full recovery of principal in the event of a
default.  The subordinated debt rating was also raised to 'B' from
'B-'.  The outlook is stable.

"These actions reflects the company's improved credit metrics,
good track record for acquisitions, improved operating performance
despite recent gasoline price volatility, and expectations that
credit metrics will not materially deteriorate from current
levels," said Standard & Poor's credit analyst Stella Kapur.

The Pantry's operations have continued to perform well despite
increased gasoline price volatility and supply concerns following
the active hurricane season in 2005.  The company experienced
robust revenue growth of 39%, to $2.6 billion for the first half
of fiscal 2006, following 27% revenue growth in fiscal 2005.  The
growth reflects recent strategic acquisitions, higher retail gas
prices, and positive comparable-sales growth for merchandise and
gasoline gallons.


PATRON SYSTEMS: Net Losses Prompt Marcum's Going Concern Doubt
--------------------------------------------------------------
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm points to the Company's net
losses incurred since its inception, its working capital
deficiency and the numerous litigation matters it is involved
with.

For the year ended December 31, 2005, the Company reported
net loss of $44,446,151 on $641,740 of revenue.

The Company's balance sheet at December 31, 2005 showed
$11,818,638 in total assets and $30,893,106 in total liabilities
resulting in a total stockholders' deficiency of $20,074,468.

The Company's balance sheet also showed strained liquidity with
$905,240 in total current assets and $29,154,439 in total current
liabilities.

A full-text copy of Patron Systems' financial statements for the
year ended December 31, 2005 is available for free at:

              http://researcharchives.com/t/s?8f3

Headquartered in Boulder, Colorado, Patron Systems, Inc. --
http://www.patronsystems.com/-- offers integrated enterprise
email and data security and enforceable compliance.  The Company's
suite of Active Message Management(TM) products addresses eform
creation, capture, sharing, and manages data in an industry
standard format as well as providing solutions for mailbox
management, email policy management, email retention policies,
archiving and eDiscovery, proactive email supervision, and
protection of messages and their attachments in motion and at
rest.


PICKUPS PLUS: Lazar Levine Raises Going Concern Doubt
-----------------------------------------------------
Lazar Levine & Felix LLP in New York raised substantial doubt
about Pickups Plus, Inc.'s ability to continue as a going concern
after auditing the consolidated financial statements of the
Company for the years ended Dec. 31, 2005, and 2004.  The auditor
pointed to the Company's losses, negative working capital, and
accumulated deficit.

The Company reported a $1,881,541 net loss on $2,025,387 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $667,437 in
total assets and $3,945,389 in total liabilities, resulting in a
$3,277,952 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $211,526 in total current assets available to pay $3,874,899
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?921

Pickups Plus, Inc. (OTC BB: PUPS) -- http://www.pickupsplus.com/
-- is a retail operator and franchiser of automotive parts and
accessories stores catering to the light truck and SUV market,
with five franchised locations in the U.S. and two company
owned-stores.  It markets and distributes the ValuGard line of
professional car care and environmental protection products
through its Automotive Preservation, Inc., subsidiary to
automotive dealerships for new vehicle preparation, detailing
shops and automotive specialty stores.


POSITRON CORPORATION: Recurring Losses Spur Going Concern Doubt
---------------------------------------------------------------
Ham, Langston & Brezina, L.L.P. expressed substantial doubt about
Positron Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the year
ended Dec. 31. 2005.  The auditing firm pointed to the Company's
recurring losses from operations and low inventory turnover.

For the year ended December 31, 2005, Positron Corp. reported
a $3,806,000 net loss out of $762,000 in total revenues.

The Company's balance sheet at December 31, 2005 showed
$905,000 in total assets and $3,813,000 in total liabilities
resulting to a total stockholders' deficit of $2,908,000.

The Company's balance sheet also showed strained liquidity with
$498,000 in total current assets and $2,597,000 in total current
liabilities.

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

              http://researcharchives.com/t/s?8f8

Headquartered in Houston, Texas, Positron Corporation --
http://www.positron.com-- designs, manufactures, markets and
supports advanced medical imaging devices utilizing positron
emission tomography technology under the trade name POSICAM(TM)
systems.  POSICAM(TM) systems incorporate patented and proprietary
software and technology for the diagnosis and treatment of
patients in the areas of cardiology, oncology and neurology.
POSICAM(TM) systems are in use at leading medical facilities,
including the University of Texas -- Houston Health Science
Center; The Heart Center of Niagara in Niagara Falls, New York;
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta; and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.


PTC ALLIANCE: Gets Interim Court Nod for $35.3 Mil. DIP Financing
-----------------------------------------------------------------
PTC Alliance Corp. made significant progress in its restructuring
in the first few days since its Chapter 11 filing, including
receiving interim approval from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to use $35.3 million of a
$70 million debtor-in-possession financing facility.

The Court's interim DIP financing order will allow PTC Alliance to
use $35.3 million of a $70 million debtor-in-possession financing
facility, pending a hearing for final approval of the entire DIP
facility which is currently scheduled for June 2.  The DIP
financing will provide the Company with sufficient liquidity to
continue operations without disruption, and to meet its
obligations to employees and suppliers.

                  "First Day" Motions Approval

PTC Alliance also received approval of a number of additional
"first day" motions intended to support the Company's employees,
customers and suppliers, as well as provide operational and
financial stability as PTC Alliance proceeds with its financial
restructuring.  Among the "first-day" orders issued by the Court
on Friday, May 12 is an order authorizing the Company to pay all
pre-petition supplier obligations in the ordinary course of
business, provided they continue to extend the company normal
trade credit terms.

With respect to employees, the Bankruptcy Court authorized payment
of pre-petition and post-petition wages, salaries and benefits,
including vacation pay, life insurance, medical, dental, vision
and other benefits.

"We are pleased with the prompt approval by the Bankruptcy Court
of our first day motions," Peter Whiting, PTC Alliance's Chairman
and Chief Executive Officer, said.  "This will ensure that our
suppliers are paid in the ordinary course for all pre- and post-
petition goods and services, if they continue to offer the company
normal trade credit terms, and that employees continue to receive
their wages, salaries and benefits without interruption.
Moreover, it will allow us to remain focused on serving customers,
which, as always, is our top priority."

PTC Alliance's "pre-packaged" Chapter 11 petition was filed on
May 10, 2006 in the U.S. Bankruptcy Court for the Western District
of Pennsylvania.  The case has been assigned to the Honorable
Judge Thomas P. Agresti under case number 06-22110.  The Company
continues to expect to emerge from Chapter 11 within 90 days of
filing

"With the continued strong support of the Company's secured
lenders and its voting stock holders, as well as our employees,
customers and suppliers, we are looking forward to a quick
emergence from the Chapter 11 process," said Mr. Whiting.

                    About PTC Alliance Corp.

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


PUTNAM STRUCTURED: Fitch Holds BB+ Rating on Two Notes Classes
--------------------------------------------------------------
Fitch affirms seven classes of notes issued by Putnam Structured
Product CDO 2001-1, Ltd., effective immediately:

    -- $56,000,000 class A-1MM-a 'AAA/F1+';
    -- $50,000,000 class A-1MM-b 'AAA/F1+';
    -- $105,000,000 class A-1SS 'AAA';
    -- $35,000,000 class A-2 'AAA';
    -- $24,000,000 class B 'AA';
    --  $7,615,420 class C-1 'BB+';
    --  $7,615,420 class C-2 'BB+'.

Putnam Structured Product CDO 2001-1, Ltd. is a collateralized
debt obligation that closed November 20, 2001 and is managed by
Putnam Advisory Company LLC.  Putnam Structured Product CDO 2001-
1, Ltd. has a revolving portfolio composed of CDOs, commercial
mortgage-backed securities, real estate investment trusts,
residential mortgage-backed securities, synthetic structures, and
other asset-backed securities.  Putnam Structured Product CDO
2001-1, Ltd. will exit its reinvestment period in February 2007.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

These affirmations are the result of slight improvements in credit
enhancement levels, due to the purchase of additional collateral
and the de-levering of the class C notes via the class C adjusted
overcollateralization ratio trigger.  According to the trustee
report dated April 28, 2006, the class A/B OC ratio decreased to
107.8% from 107.9%, as of the trustee report dated November 26,
2004, and the class C OC ratio increased to 102.1% from 101.5%.
The class A/B IC and class C IC ratios increased to 126.8% and
117.1%, from 123.0% and 112.7%, respectively.  Since the last
review, the weighted average rating factor of the assets increased
to 'BBB/BBB-' from 'BBB-'.

Putnam Advisory has also continued its strategy in purchasing
short-duration, U.S. agency mortgage derivatives, such as inverse
floaters, in order to maintain weighted average spread and coupon
covenants. In fact, the exposure to inverse floating assets
increased to 10% from 2% of the portfolio since the last review.
As a result, the addition of these 'AAA' bonds improved the WARF
and IC ratios, as previously mentioned, without diminishing the
creditworthiness of the portfolio. However, the increased
concentration of inverse floaters may cause the portfolio's
weighted average coupon to suffer as interest rates rise.

The rating of the class A-1MM, A-1SS, A-2, and B notes addresses
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal, by the legal final maturity date.
In addition, the rating on the class A-1MM notes addresses the
noteholders' ability to put the notes back to the put provider on
its next applicable remarketing date, which will be no later than
one year from its prior remarketing date.  The ratings of the
class C notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


REVLON INC: March 31 Balance Sheet Upside-Down by $1 Billion
------------------------------------------------------------
Revlon Inc. 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 $58,200,000 net loss on $325,500,000 of
sales for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$1,085,400,000 in total assets and $2,127,500,000 in total
liabilities, resulting in a stockholders' deficiency of
$1,042,100,000.

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

               http://ResearchArchives.com/t/s?916

                          About Revlon

Revlon 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.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/http://www.almay.com/
http://www.vitalradiance.com/and http://www.mitchumman.com/
Corporate and investor relations' information can be accessed at
http://www.revloninc.com/ The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).


SAINT VINCENTS: Exclusive Plan Filing Period Intact Until Aug. 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extends the period within which Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates have the
exclusive right to:

    (a) file a plan of reorganization through and including
        August 15, 2006; and

    (b) solicit acceptances of that plan through and including
        October 16, 2006.

The Debtors and the Official Committee of Unsecured Creditors
entered into a Settlement and Consent Agreement, concerning the
Exclusive Periods.  The Debtors' counsel disclosed the terms of
the Settlement in open court.

The Court approves the parties' Settlement.

The Exclusive Periods will be automatically extended for an
additional 30 days if the Creditors Committee and the Debtors
file a certification that certain conditions have been satisfied
to further extend the Exclusive Periods, as stated in the Court-
approved Settlement and Consent Agreement.

                        About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Wants to Sell Two Hospitals in Queens
-----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek to sell Mary Immaculate Hospital and St.
John's Queen's Hospital located in Queens, New York, and certain
related assets.

Cain Brothers & Company LLC assisted the Debtors in their
marketing efforts for the Queens Hospitals, George A. Davis,
Esq., at Weil, Gotshal & Manges LLP, in New York, tells the
U.S. Bankruptcy Court for the Southern District of New York.  Cain
Brothers contacted 65 potential purchasers of the Queens
Hospitals.

Eight interested parties signed non-disclosure agreements and
proceeded with conducting due diligence on one or both of the
Queens Hospitals.  Seven of the potential purchasers conducted
site visits to one or both of the Queens Hospitals.

Throughout the bid solicitation process, the Debtors met
periodically with the New York State Department of Health to keep
it apprised of which organizations were bidding and which had
dropped out of the bidding, Mr. Davis relates.

                        Queens Hospitals

A. Mary Immaculate

   Mary Immaculate Hospital is a 265-bed general acute care
   facility located in Jamaica, Queens, New York.  Currently,
   only 170 beds are in operation.  Mary Immaculate offers a
   broad range of medical and surgical facilities along with
   numerous specialty services, including cancer treatment,
   asthma treatment, orthopedics, a level 1 trauma center,
   cardiology, minimally invasive surgery, and home care.

B. St. John's

   St. John's Queen's Hospital is a 346-bed general acute care
   facility located in Queens, New York.  Only 226 beds are
   currently in operation.  St. John's is a full service
   hospital, providing a wide range of diagnostic, medical and
   surgical services, including ambulatory services,
   cardiovascular services, critical care, rehabilitation,
   wound care, cancer care, HIV treatments, home care, and
   orthopedics.

C. Related Programs and Facilities

   The Debtors maintain facilities and programs that are
   intimately related to one or both of the Queens Hospitals,
   including:

      * Monsignor Fitzpatrick Pavilion,

      * St. John's Queens Family Health Center,

      * St. Dominic's Family Health Center,

      * the JFK Airport clinic,

      * the part-time clinic at the St. Christopher's Ottilie
        Center,

      * the Archer Avenue, Queens, methadone treatment clinics,
        and

      * certain other clinics, programs and units related to, or
        dependent upon, the Queens Hospitals.

                          Parsons Manor

As previously reported, St Vincent Catholic Medical Centers also
owns Parsons Manor, a six-story apartment building located
adjacent to Mary Immaculate.  In response to concerns that
selling Parsons Manor separately from Mary Immaculate might
negatively impact SVCMC's ability to sell Mary Immaculate, the
Debtors are marketing Parsons Manor concurrently with Mary
Immaculate and are allowing all potential purchasers of Mary
Immaculate to also bid on Parsons Manor.

                        Purchase Agreement

Saint Vincent Catholic Medical Centers, CMC Occupational Health
Services, P.C., CMC Physician Services, P.C., CMC Radiological
Services, P.C., and CMC Cardiology Services, P.C., as sellers,
have entered into an Asset Purchase Agreement dated May 9, 2006,
with Caritas Health Care Planning, Inc., an affiliate of Wyckoff
Heights Medical Center, as buyer, for the sale of the Queens
Hospitals and related assets, subject to higher or better offers
received through a bidding process and auction.

Pursuant to the Purchase Agreement, Wyckoff has been selected by
the Debtors as the "stalking horse" bidder for purposes of the
sale of the Queens Hospitals and other Queens Assets.

The material terms of the Purchase Agreement are:

   (a) In consideration for the Purchased Assets, Caritas Health
       Care will:

          -- issue to the Sellers a Primary Note with a principal
             amount of $36,500,000, less the Deposit and certain
             Assumed Liabilities;

          -- issue to the Sellers an Additional Note with a
             principal amount of $5,000,000, less the Additional
             Pre-Closing Assumed Liabilities;

          -- assume the Assumed Liabilities; and

          -- pay the Cure Amounts.

       The Primary Note will be adjusted to the extent that the
       amount of Assumed Liabilities and Cure Amounts existing on
       the closing date of the Sale differ from the projected
       amount established in the Purchase Agreement, as well as
       other adjustments listed in the Purchase Agreement.

   (b) The Primary Note will have a five-year term, with a
       floating interest rate equal to LIBOR plus 550 basis
       points, reset monthly.  It will be secured by the real
       property included in the Purchased Assets.

   (c) The Additional Note will have a two-year term, with the
       same floating interest rate as applies to the Primary
       Note.  It will be secured by the real property included in
       the Purchased Assets, but will be subordinated to any
       third-party financing obtained by Caritas Health Care and
       used to pay the purchase price for the Purchased Assets.

   (d) At any time on the third business day prior to the Bid
       Deadline, Caritas Health Care may elect to pay
       $35,000,000, in cash less the Deposit, certain Assumed
       Liabilities, and the Cure Amounts, in lieu of issuing the
       Primary Note.

   (e) The Purchased Assets include:

         * Mary Immaculate and Monsignor Fitzpatrick Pavilion,
         * St. John's and Family Health Center,
         * St. Dominic's Family Health Center,
         * the JFK Airport clinic;
         * the clinic at St. Christopher's Ottilie Center,
         * the Archer Avenue methadone treatment clinics, and
         & all associated improvements, fixtures, equipment,
           furnishings, inventory and related operating assets,
           and certain related contracts.

   (f) Prior to the closing of the Sale, Caritas Health Care and
       SVCMC will negotiate in good faith a lease by SVCMC to
       Caritas Health Care of Parsons Manor, which will have a
       two-year term, with three options to renew the lease for
       an additional year.  Caritas Health Care will:

          -- pay annual rent of $1,000,000, with a 2.5% increase
             per year; and

          -- have an option to purchase Parsons Manor for
             $12,500,000, less all amounts paid as rent on the
             lease for Parsons Manor at the time the option is
             exercised.

       However, if Caritas Health Care elects the Cash Option,
       Parsons Manor will be included in the Purchased Assets.

   (g) Caritas Health Care will pay for all Cure Amounts related
       to the Assumed Contracts and Leases up to $556,000, in the
       aggregate.

   (h) Caritas Health Care will deposit $500,000, with the
       Sellers upon the execution of the Purchase Agreement, and
       an additional $250,000, upon entry of the Sale Order.
       The Sellers will be entitled to keep the Deposits should
       they terminate the Purchase Agreement due to a material
       breach by Caritas Health Care.

   (i) The Sellers agree that for five years after the Closing
       Date, they will not own or operate any hospital or
       healthcare facility in Queens, New York, that is required
       to be licensed under Article 28 of the New York Public
       Health Law or Article 31 of the New York Mental Hygiene
       Law, or sponsor any controlled professional corporation in
       Queens County, except that existing operations and private
       practices operated by their staff and affiliated
       physicians are excluded from this provision.  The Sellers
       also agree not to solicit any of Caritas Health Care's
       employees for three years after the Closing Date.

   (j) After the Closing Date, all representations and warranties
       made by the parties related to the Purchase Agreement will
       survive for six months.  However, the Sellers'
       representations and warranties related to:

          -- compliance with medical reimbursement program laws
             will survive for 12 months; and

          -- employees and environmental matters will survive for
             15 months.

       All indemnification claims are subject to an aggregate
       limit of $2,500,000, and an aggregate deductible amount of
       $250,000.

   (k) The Purchase Agreement may be terminated:

          -- prior to the Closing Date, upon dismissal of the
             Sellers' bankruptcy case, conversion of the case to
             a Chapter 7 bankruptcy case, or the appointment of a
             Chapter 11 trustee; or

          -- by either the Purchaser or the Sellers.

A full-text copy of the Queens Hospitals Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?92c

To the extent a potential bidder for the Queens Assets expresses
an interest in other facilities and programs related to the
Queens Hospitals that are not included in the Purchase Agreement,
the additional facilities and programs may be included as part of
the Sale.

Mr. Davis asserts that by selling the Queens Hospitals as going
concerns, SVCMC will be able to continue to fulfill its mission
of providing medical services to those in need and facilitate its
return to a financially stable condition while maximizing the
value of the Queens Assets for the benefit of their creditors.

                      Contracts and Leases

In connection with the sale of the Queens Assets, the Debtors
intend to assume and assign to Caritas Health Care or to another
Successful Bidder, executory contracts and unexpired leases
pursuant to Section 365 of the Bankruptcy Code.

A list of the Assumed Contracts and Leases is available for free
at http://bankrupt.com/misc/SVCMC_AssumedContracts&Leases.pdf

The Debtors propose to amend the Assumed Contracts and Leases, at
least 15 days prior to the Objection Deadline.  The Debtors will
retain the right to amend the Assumption Schedule to remove and
contracts or leases at any time prior to the Closing Date.  The
Assumption Schedule will include any amount the Debtors believe
is required to be paid pursuant to Section 365(b) to cure any
defaults under the agreements listed on the Assumption Schedule.

The Successful Bidder will be fully responsible for satisfying
Section 365(b) requirements, including paying Cure Amounts with
regard to the Assumed Contracts and Leases.  The Debtors will not
be required to pay any Cure Amounts.

Accordingly, the Debtors ask the Court to approve the sale of the
Queens Hospitals and Queens Assets, free and clear of all liens,
claims, encumbrances, and other interests, to Caritas Health
Care.

                       About Saint Vincents

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SARASWATI MANDIRAM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Saraswati Mandiram, Inc.
        38 B Ladd's Lane
        Epping, New Hampshire 03042

Bankruptcy Case No.: 06-10508

Type of Business: The Debtor is a multi-faceted institution that
                  promotes education, cultural, and spiritual
                  activities.  It operates a private school, the
                  Vivekananda Academy, and the Institute of
                  Holistic Health offering medical and
                  pharmaceutical services.  The Debtor also
                  provides a place of worship on a regular basis
                  to discuss philosophical and religious issues.
                  See http://www.saraswatimandiram.org/

Chapter 11 Petition Date: May 12, 2006

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Steven M. Notinger, Esq.
                  Donchess & Notinger P.C.
                  402 Amherst Street, Suite 204
                  Nashua, New Hampshire 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rita Sud                         Loan                   $41,000
38 B Ladd's Lane
Epping, NH 03042

Richard Mahase                   Loan                   $25,000
47 Mellen Street
Boston, MA 02124

A.P. Upadhyay                                           $15,000
32 Concord Road
Lee, NH 03824

Kumar Nochur                     Loan                   $13,000

Govinda Thakkar                  Loan                   $10,000

John Deere Credit                Equipment              $10,000

Krishna Bhatt                    Loan                    $9,000

Kumkum Dilwali                   Loan                    $7,000

Sampath Kumar                                            $6,000

Hema Mahase                                              $6,000

Home Depot                                               $5,000

Ravi Prasad                      Loan                    $5,000

Sampath Kumar                    Loan                    $5,000

Narine Ramlal                    Loan                    $3,000

Mike Sanborn                                             $3,000

Verizon                                                  $3,000

PSNH                                                     $3,000

Harry's Fuel                                             $3,000

Leenal Ramroop                                           $3,000

Parmadesh Seepersad              Loan                    $2,000


SCIERIE CED-OR: Files Assignment under Canadian Bankruptcy Law
--------------------------------------------------------------
Ced-Or Corporation (TSX VENTURE:COQ) wishes to inform its
shareholders that Scierie Ced-Or Inc., a wholly-owned subsidiary
of Ced-Or, has filed an assignment under the Bankruptcy and
Insolvency Act.  Ernst & Young Inc. has been appointed trustee of
the assets of SCO.

The SCO assets will be sold by the trustee, with the agreement of
Laurentian Bank of Canada (the principal creditor of SCO), to the
buyer, who submits the tender it considers the most financially
advantageous, accounting for the result of the call for tenders
process it had initiated through the interim receiver.  Ced-Or
will not receive any part of the proceeds of the sale of the SCO
assets, which will be distributed to its creditors.

The Ced-Or common shares are traded on the TSX Venture Exchange.

Headquartered in Montreal, Quebec, Ced-Or Corporation --
http://ced-or.com/-- is involved in the acquisition, exploration
and development of forest products.


SFBC INTERNATIONAL: S&P Puts B+ Corp. Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for SFBC
International Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.

This action reflects the company's reduced expectations for
revenue and cash flow in 2006 and, consequently, severely
depressed credit measures," said Standard & Poor's credit analyst
Alain Pelanne.  "While SFBC appears to be making some progress in
addressing the numerous operational issues it faces, the degree
and timing of a turnaround in business appears to be delayed from
previous expectations."

On a rolling-12-month basis, adjusted total debt to EBITDA at
March 31, 2006 rose to more than 4x.

Over the near term, Standard & Poor's will closely watch SFBC's
performance and key credit metrics.  There currently exists
limited cushion at the current rating level; weak performance in
future quarters could remove this cushion and lead to a lower
rating.  In addition, SFBC is operating under a covenant waiver
through June 30, 2006.  Standard & Poor's will monitor any
potential covenant negotiations and at what levels any
renegotiated covenants are set.


SILICON GRAPHICS: Organizational Meeting Scheduled for Thursday
---------------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
will convene an organizational meeting in Silicon Graphics, Inc.,
and its debtor-affiliates' chapter 11 cases at 9:30 a.m. on
Thursday, May 18, 2006.  The meeting will be held in the U.S.
Trustee's 341 Meeting Room, located on the Second Floor at 80
Broad Street in New York City.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
will attend and provide background information regarding the
cases.

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).


SITESTAR CORP: Working Capital Deficit Prompts Going Concern Doubt
------------------------------------------------------------------
Bagell, Josephs & Company, L.L.C. expressed substantial doubt
about Sitestar 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 auditing firm points to
the Company's $1,715,797 working capital deficiency as of Dec. 31,
2005.

Sitestar reported a $640,114 net income out of $3,679,982 in total
revenues for the year ended Dec. 31, 2005.

The Company's consolidated balance sheets at Dec. 31, 2005 showed
$3,491,060 in total assets and $2,621,128 in total liabilities
resulting to a total stockholders' equity of $869,932.

The Company's consolidated balance sheets also showed strained
liquidity with $179,964 in total current assets and $1,895,761 in
total current liabilities resulting to a $1,715,797 working
capital deficit.

A full-text copy of Sitestar's financial statements for the years
ended Dec. 31, 2005 and 2004 is available for free at:

              http://researcharchives.com/t/s?8e7

Headquartered in Lynchburg, Virginia, Sitestar Corporation --
http://www.sitestar.com/-- is an Internet access and computer
solutions provider that offers narrow and broadband Internet
access, Web hosting and design and other value-added services to
residential and commercial customers.  The company's customers
include residential and commercial accounts throughout the United
States and Canada.  Sitestar's wholly owned subsidiaries include:
Sitestar.net (http://www.sitestar.net),netROVER, Inc.
(http://www.netrover.com),Prolynx (http://www.prolynx.com),
SurfWithUs.Net (http://www.surfwithus.net),Lynchburg.net
(http://www.lynchburg.net),Advanced Internet Services
(http://www.advi.net),Computers by Design
(http://www.computersbydesign.com)and CBD Toner Recharge
(http://www.recharge.net). The Company was founded in 1999 and is
traded on the over-the-counter bulletin board exchange under the
symbol SYTE.


SMURFIT-STONE: Sells Consumer Packaging Unit for $1.04 Billion
--------------------------------------------------------------
Smurfit-Stone Container Corporation (Nasdaq: SSCC) entered into a
definitive agreement to sell all of the assets of its consumer
packaging segment to a company formed by Texas Pacific Group for
approximately $1.04 billion in cash.  Texas Pacific Group has
arranged fully committed financing for the transaction, which the
parties expect to complete by the end of the second quarter.   The
businesses to be sold employ approximately 6,600 employees and
include:

   -- four coated recycled boxboard mills; and

   -- 39 consumer packaging converting operations in the United
      States including folding carton, multiwall and specialty
      bag, flexible packaging, label, contract packaging and
      lamination businesses; and

   -- one consumer packaging converting plant in Brampton,
      Ontario.

"T[he] announcement represents an important milestone in the
execution of our strategic plan, which includes improving the
company's financial flexibility through debt reduction," said
Patrick J. Moore, Smurfit-Stone chairman and chief executive
officer.  "The transaction meets our expectation of value and we
will be able to use essentially all of the proceeds to reduce our
debt.  It was very important to obtain a deal with fully committed
financing that could be closed quickly and minimize disruption to
our customers and employees."

Smurfit-Stone also announced that John M. Riconosciuto has
resigned as the company's chief operating officer to become the
chief executive officer of the newly formed consumer packaging
business for Texas Pacific Group.

"We extend our best wishes to John and our consumer packaging
colleagues, and we are confident that these businesses will enjoy
long-term success under John's leadership and the ownership of
Texas Pacific Group.  We look forward to enjoying a close working
relationship with these businesses to our mutual benefit and the
benefit of our customers," Mr. Moore said.

"The sale of the consumer packaging division is a winning outcome
for both Smurfit-Stone and TPG," Mr. Riconosciuto said.  "TPG has
a great track record of growing successful businesses and is fully
committed to the successful future of our company, our customers,
and our employees, which is why I am excited to partner with them
in this venture.  With the promise of new capital for operations
and acquisitions, and a consistent focus on product innovation and
customer service, the company will be in position to extend its
long history of successful operations."

"I also extend sincere good wishes for future success to my
colleagues at Smurfit-Stone," Mr. Riconosciuto concluded.

JP Morgan and Winston & Strawn LLP served as advisors to
Smurfit-Stone and Lehman Brothers, Bank of America and Simpson
Thacher & Bartlett LLP served as advisors to Texas Pacific Group
on the transaction.

TPG manages one of the world's largest private investment
companies.  The firm has a long history of successfully acquiring
divisions of larger corporations, including Beringer (Nestl,),
Burger King (Diageo), ON Semiconductor (Motorola), Paradyne and
GlobeSpan (Lucent), and Texas Genco (CenterPoint Energy), among
others.  Today, portfolio companies controlled by TPG have
combined revenues of more than $65 billion, operate in over 120
countries, employ nearly 300,000 employees and, were they to be
aggregated, would create the 16th largest business of the Fortune
500.

                    About Texas Pacific Group

Texas Pacific Group -- http://www.texaspacificgroup.com/-- is a
private investment partnership that was founded in 1992 and
currently has more than $30 billion of assets under management.
With offices in San Francisco, Calif., London, England and Fort
Worth, TX, TPG has extensive experience with public and private
investments executed through leveraged buyouts, recapitalizations,
spinouts, joint ventures, and restructurings.  TPG seeks to invest
in world-class franchises across a range of industries, including
branded consumer franchises (Bally, Del Monte Foods, Ducati),
retail (Debenhams, J.Crew, Neiman Marcus, Petco), airlines
(America West, Continental), media and communications (Findexa,
MGM, TIM Hellas), industrials (British Vita, Grohe, KRATON
Polymers, Texas Genco), technology (Lenovo, MEMC, Seagate),
financial services (Endurance Specialty Holdings, Fidelity
National Information Services, Linsco/Private Ledger) and
healthcare (IASIS Healthcare, Oxford Health Plans, Quintiles
Transnational), among others.

                  About Smurfit-Stone Container

Smurfit-Stone Container Corporation (Nasdaq: SSCC) is the
industry's leading integrated manufacturer of paperboard and
paper-based packaging.  Smurfit-Stone is a leading producer of
containerboard, including white top linerboard and recycled
medium; corrugated containers; point-of-purchase displays;
multiwall and specialty bags; and clay-coated recycled boxboard;
and is one of the world's largest collectors and marketers of
recovered fiber.  In addition, Smurfit-Stone is a leading producer
of solid bleached sulfate, folding cartons, flexible packaging,
and labels.  The company operates approximately 240 facilities,
located primarily in the U.S., Canada and Mexico, and employs
approximately 33,500 people.

                         *     *     *

As reported in the Troubled Company Reporter on March 23, 2006,
Fitch Investors Ratings changed Smurfit-Stone Container
Corporation's (SSCC) Rating Outlook to Negative and affirmed the
BB+/RR1 rating of the company's senior secured bank debt.


SORELL INC: Auditor Raises Going Concern Doubt
----------------------------------------------
SF Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Sorell, Inc., fka NetMeasure
Technology 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 auditor pointed to the
Company's recurring losses.

The Company reported a $11,285,886 net loss on $41,619,260 of
total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $21,415,447
in total assets and $25,102,757 in total liabilities, resulting in
a $3,687,310 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $12,741,075 in total current assets available to pay
$20,274,667 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?91b

Sorell, Inc., fka NetMeasure Technology Inc. (OTCBB: SLII)
develops, manufactures, sells consumer electronics, which includes
mobile phones, MP3 players, MP3 CD players, portable media
players, mobile cameras and other  devices.  S-Cam Co., Ltd.,
based in Korea, is an operating subsidiary of Sorell and a
divestiture from Samsung Electronics.


SORELL INC: Sold $1 Mil. Sr. Convertible Notes to Four Investors
----------------------------------------------------------------
Sorell, Inc., fka NetMeasure Technology Inc., entered in a
securities purchase agreement with four investors and sold:

   -- $1,000,000 senior convertible notes, and

   -- warrants to purchase up to 2,000,000 shares of the
      Company's common stock.

The investors are

                               Amount of   Number of
      Investor                   Notes     Warrants
      --------                 ---------   ---------
   MidSouth Investor Fund LP   $300,000    600,000
   SovGEM LIMITED              $250,000    500,000
   Alpha Capital AG            $200,000    400,000
   Lake Street Fund, L.P.      $250,000    400,000

The sale of the Notes and Warrants was exempt from registration
requirements pursuant to Section 4(2) of the Securities Act of
1933, as amended, and Rule 506 promulgated thereunder.

The Notes:

   -- bear interest at 8% per annum payable quarterly,

   -- will mature one year from the date of issuance, and

   -- are convertible into shares of the Company's common stock at
      the investors' option at $0.50 per share, subject to
      adjustment.

If after the subscription date, the Company completes a financing
transaction that results in gross proceeds of at least $5,000,000,
the Company is required to promptly deliver written notice to the
holders of the Notes.  Those holders may require the Company to
redeem the Notes.

If at any time after the subscription date, the Company completes
a financing transaction that results in gross proceeds of at least
$5,000,000 and the holders of the Notes do not require the Company
to redeem the Notes, the Company has the right to require the
holders to convert all of those Notes into common stock at the
then-applicable conversion rate.

The Warrants are exercisable at a price of $0.75 per share until
five years from the date of issuance.  The investors may exercise
the warrants on a cashless basis if the shares of common stock
underlying the warrants are not then registered for sale pursuant
to an effective registration statement.

The Company may call the outstanding Warrants if:

   (a) the weighted average price per share of common stock has
       been greater than $2.50 for a period of 15 consecutive
       trading days immediately prior to the date of delivery of
       a call notice;

   (b) the daily trading volume of the common stock has been
       greater than 50,000 shares on each trading day during the
       Call Notice Period;

   (c) trading in the common stock has not been suspended; and

   (d) the Company is in material compliance with the terms and
       conditions of the Warrants and the other transaction
       documents.

Full-text copies are available for free at:

   Securities Purchase
   Agreement               http://ResearchArchives.com/t/s?91c

   Registration Rights
   Agreement               http://ResearchArchives.com/t/s?91d

Sorell, Inc., fka NetMeasure Technology Inc. (OTCBB: SLII)
develops, manufactures, sells consumer electronics, which includes
mobile phones, MP3 players, MP3 CD players, portable media
players, mobile cameras and other  devices.  S-Cam Co., Ltd.,
based in Korea, is an operating subsidiary of Sorell and a
divestiture from Samsung Electronics.


SPECIALTY FOODS: Provides Default Status Report on Senior Loans
---------------------------------------------------------------
Specialty Foods Group Income Fund (TSX: HAM.UN) provided a default
status update pursuant to the alternate information guidelines of
the Ontario Securities Commission.  These guidelines contemplate
that the Fund will normally provide bi-weekly updates on its
affairs until such time as it is in compliance with its filing
obligations under Canadian securities laws.

In addition, the Fund will hold its annual meeting of unitholders
at 10:00 a.m. EDT on June 29, 2006 at:

     Metro Toronto Convention Centre
     255 Front Street
     Toronto, Ontario

The meeting had previously been scheduled for June 8, 2006.

On March 31, 2006, the Fund issued a press release updating the
market of Specialty Foods Group, Inc.'s (the operating company of
the Fund of which the Fund holds an interest of 56%) and certain
of SFG's affiliates ongoing efforts with respect to refinancing
the SFG Companies' senior debt.  Since March 31, SFG has been
continuing negotiations with other financial institutions and
potential sources of capital to provide funds to refinance
the SFG Companies' existing term and revolving credit facilities.
While there can be no assurance that new financing arrangements
will be obtained, SFG is engaged in extensive negotiations, and
parties are conducting due diligence, in an attempt to arrange new
financing.

On April 13, 2006, the Fund reported that the SFG Companies had
executed amendments to the forbearance agreements in respect of
the SFG Companies' senior credit facilities extending the
forbearance term until May 5, 2006.  The Fund also provided a
default status update pursuant to the alternate information
guidelines of the OSC.

On April 28, 2006, the Fund provided a default status report which
disclosed that, on April 17, 2006, the OSC, in accordance with its
guidelines, issued a final order prohibiting certain insiders of
the Fund from trading in securities of the Fund.  The order will
remain in effect until two business days following the receipt by
the OSC of all filings required to be made by the Fund pursuant to
Ontario securities laws.  Final orders were also made by the
Alberta and Quebec Securities Commissions on April 21, 2006 and
April 19, 2006, respectively.

The SFG Companies are in default under their senior credit
facilities.  The forbearance agreements expired on May 5, 2006.

In addition, the Fund reported, in accordance with the alternate
information guidelines of the OSC, that it anticipates that it
will not be able to file its interim financial statements for the
quarter ended April 1, 2006 by the May 16, 2006 deadline as a
result of the delay in filing its annual financial statements.
The Fund is making every effort to comply with its financial
reporting obligations and will endeavour to file its annual
financial statements and related management's discussion and
analysis as soon as reasonably possible, and in any event on or
before May 31, 2006, which is the date that is two months after
the March 31st deadline.  The Canadian securities regulatory
authorities may impose an issuer cease trade order, which would
prevent any trading in units of the Fund if the annual financial
statements are not filed by May 31, 2006.  The Fund will endeavour
to file its interim financial statements for the quarter ended
April 1, 2006 as soon as reasonably possible once its annual
financial statements have been filed.

Specialty Foods Group Income Fund is an open-ended, limited
purpose trust established under the laws of the Province of
Ontario.  SFG is a leading independent U.S. producer and marketer
of premium branded and private-label processed meat products.  SFG
produces a wide variety of products such as franks, hams, luncheon
meats, dry sausage and delicatessen meats.  These products are
sold to a diverse customer base in the retail (e.g., supermarkets)
and foodservice (e.g., restaurants) sectors.  SFG sells products
under a number of leading national and regional brands such as
Nathan's, Field, Fischer's, Mosey's, Liguria, Alpine Lace and
Scott Petersen as well as on a private-label basis.


SPX CORPORATION: Moody's Rates $1.625 Billion Senior Loans at Ba1
-----------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating on SPX
Corporation and assigned ratings to its $1.625 billion in senior
credit facilities.  Moody's also affirmed its rating on the
$201,000 in aggregate principal amount of LYONs that were not
settled in February but will withdraw this rating in the event the
remaining securities are called.  The ratings outlook is stable.

Ratings affirmed:

    * Ba1 for the Corporate Family Rating;

    * Ba2 for the Liquid Yield Option Notes (LYONs), due 2021;

    * SGL-1 liquidity rating.

New ratings assigned:

    * Ba1 for the $450 million senior revolving credit facility,
      due 2010 (comprised of a $350 million domestic revolver and
      a $100 million global revolver);

    * Ba1 for the $750 million senior term loan, due 2010;

    * Ba1 for the EUR 361.9 million senior credit facility, due
      2010 (principal amount of the foreign trade commitment as of
    * the effective date)

The ratings reflect the improvement in SPX's credit metrics and
the increase in liquidity resulting from its 2005
recapitalization.  On March 31, 2006, SPX had $866 million in
gross debt down from approximately $2.5 billion at year-end 2004.
For the twelve months ended March 31, 2006, SPX generated EBITDA
(as defined in the credit agreement and adjusted for extraordinary
items and for acquisitions/divestitures) of approximately $470
million resulting in a gross debt to adjusted EBITDA ratio of 1.7
times.  Including Moody's standard adjustments, gross debt totaled
approximately $1.3 billion or approximately 2.8 times trailing
adjusted EBITDA.  Free cash flow from continuing operations (cash
from operations less capital expenditures and dividends) over the
same period totaled approximately $115 million, which represented
approximately 13% of gross debt outstanding (approximately 8%
using Moody's standard adjustments).

The ratings also reflect Moody's view of SPX as a company in
transition.  The recent improvement in the Company's liquidity and
credit profile is offset by our uncertainty regarding the ultimate
composition of SPX's business portfolio and the potential for
heightened operational and financial risk in the on-going
transformation process.  This ambiguity constrains, at least for
the foreseeable future, our willingness to moderate our view of
SPX's credit risk.

The Ba1 rating on the $1.625 billion of senior credit facilities
reflects the benefit of:

    (1) the collateral package, which is comprised of a first
        priority security interest in the capital stock of all
        material, domestic subsidiaries as well as of two-thirds
        of first-tier foreign subsidiaries and

    (2) the upstream guaranties.

The $425 million foreign trade facility benefits from a downstream
guaranty from SPX.  The credit agreement contains a provision
requiring SPX to grant the lenders a first lien security interest
in substantially all assets in the event the senior credit
facilities are rated "Ba2" or less by Moody's and "BB" or less by
S&P.

The rating outlook remains stable and primarily reflects our
expectation of continued strong demand across the majority of
SPX's business platforms offset by the likelihood of increased M&A
activity and financial re-leveraging in the upcoming twelve to
eighteen month period.

Liquidity remains very good and supports the SGL-1 rating.  At
March 31, 2006, SPX had approximately $454 million in cash and
approximately $425 million of availability under its senior credit
and trade receivable financing facilities.  SPX continues to use
its increased liquidity to return value to shareholders.  Through
April 2006, SPX had repurchased approximately 4.6 million shares
for an aggregate consideration of approximately $227 million,
bringing the total amount of stock repurchases since 2005 to
approximately $900 million.

At its May meeting, SPX's board approved a plan to repurchase an
additional 2.5 million shares (approximately $140 million at the
current stock price).  Moody's projects that SPX will generate
approximately $150 million in free cash flow (OCF - dividends -
capex) in the remaining nine months of fiscal 2006.  Netting this
figure against $140 million in projected stock repurchases,
approximately $90 million in cash tax payments associated with the
LYONs settlement and $15 million in scheduled term loan
amortization, Moody's anticipates that SPX, barring acquisitions,
should maintain liquidity (cash plus availability under credit
facilities) in excess of $700 million throughout fiscal 2006.  SPX
should also remain comfortably in compliance with its financial
covenants, which include a maximum leverage test (gross debt less
cash in excess of $50 million over adjusted EBITDA as defined) of
3.25 times.

SPX Corporation, headquartered in Charlotte, North Carolina, is a
global multi-industry company providing a diverse array of
products and services across its four business segments: thermal
equipment and services, flow technology, test and measurement and
industrial products and services.  Revenues for the twelve months
ended March 31, 2006 totaled approximately $4.4 billion.


STATION CASINOS: Earns $41.1 Million in First Quarter of 2006
-------------------------------------------------------------
Station Casinos, Inc., generated approximately $292.5 million of
net revenues for the first quarter ended March 31, 2006, an
increase of 7% compared to the prior year's first quarter.

The Company reported EBITDA for the quarter of $132.6 million, an
increase of 10% compared to the prior year's first quarter.  For
the first quarter, Adjusted Earnings applicable to common stock
were $51.5 million.

During the first quarter, the Company incurred pre-opening costs
related to projects under development of $14.1 million, $500,000
in costs to terminate certain leases, an $800,000 gain on the
disposition of certain assets and $2.1 million in costs to develop
new gaming opportunities, primarily related to Native American
gaming.  Including these items, the Company reported net income of
$41.1 million.

The Company's earnings from its Green Valley Ranch joint venture
for the first quarter were $13.5 million, which represents a
combination of the Company's management fee plus 50% of Green
Valley Ranch's operating income.  For the quarter, Green Valley
Ranch generated EBITDA before management fees of $30.1 million, an
11% increase compared to the prior year's first quarter.  "The
results at Green Valley Ranch are very impressive considering we
continue to experience significant construction disruption related
to the Phase III expansion of that property, as well as new supply
in the market," said Lorenzo J. Fertitta, vice chairman and
president.

                      Las Vegas Market Results

For the quarter, net revenues from the Major Las Vegas Operations,
including Green Valley Ranch, increased to $321.8 million, an 8%
increase compared to the prior year's quarter, while EBITDA from
those operations increased 9% to $139.1 million. "Revenue growth
exceeded our guidance for the quarter as the key metrics in our
business remained strong.  We look forward to the end of the third
quarter when construction disruption at our properties dissipates
and the new development starts to ramp up," said Lorenzo Fertitta.

Long-term debt was $2.39 billion as of March 31, 2006.  Total
capital expenditures were $271.1 million for the first quarter.
Expansion and project capital expenditures included $172.1 million
for Red Rock, $17.0 million for the expansion of Santa Fe Station,
$10.5 million for the expansion of Fiesta Henderson and $26.9
million for the purchase of land. In addition, during the first
quarter the Company purchased approximately 3.9 million shares of
its common stock for approximately $264.8 million. As of March 31,
2006, the Company's debt to cash flow ratio as defined in its bank
credit facility was 4.9 to 1.

                         Dividend Payment

The Company's Board of Directors has declared a quarterly cash
dividend of $0.25 per share.  The dividend is payable on
June 2, 2006, to shareholders of record on May 12, 2006.

                        Stock Repurchases

Since the beginning of the year, the Company has repurchased
7.1 million shares of its common stock through a combination of
open market purchases and an accelerated stock buyback program.
Pursuant to the terms of the ASB program, the Company could also
receive up to an additional 367,539 shares from a third party
based on the volume weighted average price of the stock during the
term of such program and the collar provisions setting minimum and
maximum prices for the repurchase of such shares.  The total cost
of the share repurchases completed in 2006 to date is
approximately $537 million.

                   Fiscal 2006 and 2007 Guidance

For the second quarter of 2006, the Company expects EBITDA of
approximately $131 million to $136 million, excluding development
expense and other non-recurring items.  The guidance for the
second quarter assumes 73 days of operations for Red Rock and
approximately $7 million of construction disruption relating to
the Santa Fe Station, Fiesta Henderson and Green Valley Ranch
master-planned expansions.  Including the impact of the
construction disruption, the projected revenue growth for the
second quarter is 30% to 32%.

For the remainder of 2006, the Company expects EBITDA of
approximately $135 million to $140 million for the third quarter
and $151 million to $156 million for the fourth quarter.  The
guidance assumes $2 million of construction disruption in the
third quarter and none in the fourth quarter.  For the full year
2006, the Company expects EBITDA of approximately $550 million to
$565 million, excluding development expense and non-recurring
items.

The guidance assumes approximately $16 million of construction
disruption relating to the Santa Fe Station, Fiesta Henderson and
Green Valley Ranch master-planned expansions.  It also assumes the
completion of most of the components of the Fiesta Henderson
expansion in the third quarter of 2006, the completion of the
Santa Fe Station expansion in phases beginning in the third
quarter of 2006 through the fourth quarter of 2006 and the
completion of the Green Valley Ranch expansion from the fourth
quarter of 2006 through early 2007.  The full year 2006 guidance
assumes revenue growth in the Major Las Vegas Operations
(excluding Green Valley Ranch) of 24% to 27% over the prior year
and an effective tax rate of 37.2%.

The Company is reiterating EBITDA guidance for fiscal 2007 of
approximately $630 million to $670 million.  This guidance assumes
that Phase II of Red Rock opens in early 2007, and further assumes
an effective tax rate of 37.2% and 63 million diluted shares
outstanding.

                       About Station Casinos

Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada.  Station's
properties are regional entertainment destinations and include
various amenities, including numerous restaurants, entertainment
venues, movie theaters, bowling and convention/banquet space, as
well as traditional casino gaming offerings such as video poker,
slot machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in Green Valley Ranch Station Casino, Barley's Casino &
Brewing Company and The Greens in Henderson, Nevada and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada. In
addition, Station manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

                         *     *     *

As reported in Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services revised its outlook on Station
Casinos Inc. to stable from positive.

At the same time, Standard & Poor's placed a 'B+' rating on the
Company's $300 million senior subordinated notes due 2018.  At the
same time, Standard & Poor's affirmed its ratings, including the
'BB' corporate credit rating, on the Las Vegas-based casino owner.
Total pro forma debt outstanding is about $2.2 billion.


TELTRONICS INC: Dec. 31 Balance Sheet Upside-Down by $2.5 Million
-----------------------------------------------------------------
Teltronics, Inc. and its subsidiaries filed their annual report
for the year ended Dec. 31, 2005 with the Securities and Exchange
Commission.

Teltronics reported a $3,816,000 net income out of $46,229,000 net
sales for the year ended December 31, 2005.

The Company's consolidated balance sheets as of December 31, 2005
showed $16,980,000 in total assets and $19,566,000 in total
liabilities resulting in a total shareholders' deficiency of
$2,586,000.

The Company's balance sheet also showed strained liquidity with
$15,059,000 in total current assets and $15,385,000 in total
current liabilities.

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

              http://researcharchives.com/t/s?8e9

Headquartered in Sarasota, Florida, Teltronics, Inc. --
http://www.teltronics.com/-- provides communications solutions
and services for businesses.  The Company manufactures telephone
switching systems and software for small-to-large size businesses
and government facilities.  Teltronics' Enhanced 911 solutions
provide lifesaving information to public safety communications
centers.  Teltronics offers a full suite of Contact Center
solutions -- software, services and support -- to help their
clients satisfy customer interactions.  Teltronics also provides
remote maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively
monitor and maintain their voice and data networks.  The Company
serves as an electronic contractmanufacturing partner to customers
in the U.S. and overseas.


THINKPATH INC: Schwartz Levitsky Raises Going Concern Doubt
-----------------------------------------------------------
Schwartz Levitsky Feldman LLP, Chartered Accountants, in Toronto,
Ontario, Canada, raised substantial doubt about Thinkpath 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 auditor pointed to the Company's
recurring losses from operations and negative working capital.

The Company reported a $2,835,306 net loss on $13,275,118 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $5,452,252 in
total assets, $3,434,649 in total liabilities, and $2,017,603 in
total stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,107,667 in total current assets available to pay
$2,883,875 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?91a

Thinkpath Inc. (OTCBB: THTHF) is a global provider of
technological solutions and services in engineering knowledge
management, including design, drafting, technical publishing, and
consulting.  Thinkpath enables corporations to reinvent themselves
structurally; drive strategies of innovation, speed to market,
globalization and focus in new and bold ways.


TRANS MAX: Bagell Josephs Raises Going Concern Doubt
----------------------------------------------------
Bagell, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey,
raised substantial doubt about Trans Max Technologies, 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 auditor pointed to the Company's
operating losses and accumulated deficit.

The Company reported a $1,619,727 net loss with no revenues for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $306,975 in
total assets and $2,418,608 in total liabilities, resulting in a
$2,111,633 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $350 in total current assets available to pay $2,418,608 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?91e

                        Bankruptcy Update

The U.S. Bankruptcy Court for the District of Nevada confirmed on
March 22, 2006, the Company's Second Revised Disclosure Statement
explaining its Plan of reorganization.

Under the Plan, Samuel J. Higgins, a controlling shareholder, will
assign all of his rights, title, and interest in all patents to
the invention known as Vertical Take-Off and Landing Personal
Aircraft.

Karl F. Milde, Jr., a New York patent attorney with a longtime
interest in flying inventions, invented the VTOL vehicle.

Mr. Higgins is also the majority shareholder and Secretary and
Treasurer of Axial Vector Engine Corp., a publicly-held company
which has developed an extremely lightweight, high torque, high-
efficiency engine for use in vehicles, for electricity generation,
and for other uses.

On the Company's reorganization, AXVC will license its engine
technology to Trans Max for use in the VTOL Personal Aircraft.
Mr. Milde's designs, when powered by the Axial Vector Engine, will
allow the Company to develop a commercially viable product.

Full-text copies are available for free at:

   Disclosure Statement      http://ResearchArchives.com/t/s?91f

   Plan of Reorganization    http://ResearchArchives.com/t/s?920

Trans Max Technologies, Inc., designed and manufactured electronic
ignition systems for street vehicles, race cars, boats, scientific
and industrial applications, space and aviation applications, and
clean burning fuel applications.  The Company discontinued
operations upon filing a chapter 11 petition on Sept. 8, 2005
(Bankr. D. Nev. 05-19263).  John J. Laxague, Esq., at McDonald
Carano Wilson LLP represents the Company.  When the Company filed
for protection from its creditors, it had $1,819,578 in total
assets and $2,406,003 in total debts as of June 30, 2005.


TRUMP ENT: Posts $9.7 Million Net Loss in Quarter Ended March 31
----------------------------------------------------------------
Trump Entertainment Resorts, Inc., 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 $9,723,000 net loss on $237,598,000 of net
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$2,322,608,000 in total assets, $1,903,900,000 in total
liabilities, and stockholders' equity of 418,708,000.

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?924

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


TXU CORP: Earns $576 Million in Quarter Ended March 31
------------------------------------------------------
TXU Corp. 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 $576,000,000 net income on $2,304,000,000
of revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
$23,883,000,000 in total assets and $23,402,000,000 in total
liabilities, resulting in a stockholders' equity of $481,000,000.

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

               http://ResearchArchives.com/t/s?918

                         About TXU Corp.

Based in Dallas, Texas, TXU Corp. -- http://www.txucorp.com/--  
is an energy company that manages a portfolio of competitive and
regulated energy businesses in North America.  In TXU Corp.'s
unregulated business, TXU Energy provides electricity and related
services to 2.5 million competitive electricity customers in
Texas, more customers than any other retail electric provider in
the state.  TXU Power has over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear and 5,837 MW of lignite/coal-
fired generation capacity.  The company is also one of the largest
purchasers of wind-generated electricity in Texas and North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery, complements the
competitive operations, using asset management skills developed
over more than one hundred years, to provide reliable electricity
delivery to consumers.  TXU Electric Delivery operates the largest
distribution and transmission system in Texas, providing power to
more than 2.9 million electric delivery points over more than
99,000 miles of distribution and 14,000 miles of transmission
lines.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


UNIFI INC: Receives 99.26% Requisite Consents for 6-1/2% Notes
--------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) reported that as of 5:00 p.m., New York
City time, on May 11, 2006, in connection with its previously
reported cash tender offer and consent solicitation for any and
all of its outstanding $250,000,000 aggregate principal amount of
6-1/2% Notes due 2008, the Depositary had received tenders and
consents from holders of $248,151,000 aggregate principal amount
of the Notes, representing approximately 99.26% of the total
outstanding principal amount of the Notes.

As reported in the Troubled Company Reporter on May 3, 2006, the
tender offer will expire at 12:00 midnight, New York City time, on
May 25, 2006, unless extended or earlier terminated by the Company
at its sole discretion.  Holders who validly tendered their Notes
prior to the Consent Date will be eligible to receive an amount
(which amount includes the Consent Payment of $30 in cash per
$1,000 principal amount of the Notes) paid in cash equal
to $1,000 per $1,000 of the principal amount of the Notes validly
tendered and not validly revoked.  Holders who validly tender
their Notes after the Consent Date, but at or prior to the
Expiration Date will be eligible to receive $970 per $1000 of the
principal amount of the Notes validly tendered and not validly
revoked, but will not receive the Consent Payment.

The tender offer is subject to the satisfaction or waiver by the
Company of certain conditions, including there being validly
tendered and not withdrawn not less than a majority of the
aggregate principal amount of the Notes (which condition has been
satisfied), the execution of the supplemental indenture adopting
the proposed amendments, the execution of amendments to its
existing secured revolving credit facility and the successful
receipt of net proceeds of a debt financing sufficient to
finance the tender offer on terms satisfactory to the Company.
Further details about the terms and conditions of the tender offer
and the consent solicitation are set forth in the Offer to
Purchase and Consent Solicitation Statement, dated April 28, 2006.

The Company has retained Lehman Brothers Inc. to act as the
exclusive Dealer Manager for the tender offer and Solicitation
Agent for the consent solicitation and they can be contacted at
(800) 438-3242 (toll-free) or (212) 528-7581. Requests for
documentation may be directed to D.F. King & Co., Inc., the
Information Agent, who can be contacted at (212) 269-5550
(call collect for banks and brokers only) or (800) 714-3313 (toll-
free for all others).

                        About Unifi Inc.

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

As reported in the Troubled Company Reporter on May 12, 2006,
Moody's Investors Service assigned a Caa1 rating to the proposed
senior secured notes of Unifi, Inc., and raised the Corporate
Family Rating to B3 from Caa1.  The ratings outlook is stable.


VIKING SYSTEMS: Peterson & Co. Raises Going Concern Doubt
---------------------------------------------------------
Peterson & Co., LLP, in San Diego, California, raised substantial
doubt about Viking Systems, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
recurring losses from operations and working capital deficit.

The Company reported a $7,528,719 net loss on $3,835,451 of net
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,710,506 in
total assets and $3,424,404 in total liabilities, resulting in a
$1,713,898 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $1,332,874 in total current assets available to pay
$3,424,404 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?911

Based in La Jolla, California, Viking Systems, Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides high performance 3D
endoscopic vision systems to hospitals for minimally invasive
surgery.  Viking is leveraging that position to become a market
leader in bringing integrated solutions to the digital surgical
environment.  The company's focus is to deliver integrated
information, visualization and control solutions to the surgical
team, enhancing their capability and performance in MIS and
complex surgical procedures.


VOUGHT AIRCRAFT: Higher Losses Prompt S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Vought Aircraft Industries
Inc. on CreditWatch with negative implications.

The aerostructures supplier has around $725 million in lease-
adjusted debt.

"The CreditWatch reflects higher-than-expected losses, despite a
fairly strong recovery in the commercial aerospace market and
efforts to improve profitability," said Standard & Poor's credit
analyst Christopher DeNicolo.  In the first quarter of 2006,
Vought had an operating loss of $35 million, similar to the same
period in 2005, following a $175 million operating loss for the
full year of 2005.  Adjusted EBITDA, as defined in the company's
credit agreement, declined to $36 million in the quarter from $49
million in the 2005 period.  However, this measure adds back
numerous charges related to the company's consolidation efforts,
investment in the 787 program, and other items.

In 2004, Vought announced a facilities consolidation plan to
reduce capacity and improve profitability.  This plan has been
suspended due to higher-than-expected costs and a change in market
conditions for certain programs.  The company recently announced
that it is eliminating 600 positions, which is expected to save
$40 million a year.  Although revenues increased 20% in the
quarter, sales related to commercial aircraft increased only 3%.
Overall, Vought's financial profile is very weak. Standard &
Poor's will meet with management to discuss plans for restoring
acceptable profitability.  Ratings are likely to be lowered.


WASHINGTON MUTUAL: Fitch Holds BB- Rating on Class B5 Certificates
------------------------------------------------------------------
Fitch Ratings has affirmed these Washington Mutual residential
mortgage-backed certificates:

Series 2002-AR2

    -- Class A at 'AAA';
    -- Class B1 at 'AAA';
    -- Class B2 at 'AA';
    -- Class B3 at 'A';
    -- Class B4 at 'BBB';
    -- Class B5 at 'BB-'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $197.17 million of
outstanding certificates.

The collateral of the WAMU 2002-AR2 consists of 15- to 30-year
adjustable-rate mortgages that were purchased from trusts
established in connection with the issuance of the Home Savings of
America, FSB, series 1993-4 and the Home Savings of America, FSB,
series 1994-1 by Washington Mutual, FA.  As of the April 2006
distribution date, the transaction is 50 months seasoned and the
pool factor (i.e., current mortgage loans outstanding as a
percentage of the initial pool) is 23%.  This transaction is
serviced by Washington Mutual Bank, which is rated 'RPS2+' by
Fitch.


WESCORP ENERGY: Dale Matheson Raises Going Concern Doubt
--------------------------------------------------------
Dale Matheson Carr-Hilton LaBonte, Chartered Accounts, in
Vancouver, Canada, raised substantial doubt about Wescorp Energy,
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 dependence
upon its ability to raise external financing and generate
sufficient revenues and profitability from operations.

The Company reported a $4,553,118 net loss on $2,323,589 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $8,505,695 in
total assets, $5,968,273 in total liabilities, and $2,537,422 in
total stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $2,193,580 in total current assets available to pay
$5,457,873 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?913

Wescorp Energy, Inc., through its subsidiary Flowstar, produces
advanced natural gas and gas liquids measurement devices based on
a proprietary Digital Chart Recorder and advanced turbine
measurement technology.  Flowstar DCR-based devices are self-
contained, energy-efficient flow computers with turndown ratio of
40:1 or more for more precise flow measurements and volume
calculations that are installed directly to the well-head.


WESTPOINT STEVENS: Case Dismissal Hearing Adjourned to June 1
-------------------------------------------------------------
The Hon. Robert D. Drain adjourns the hearing on WestPoint
Stevens, Inc., and its debtor-affiliates' request to dismiss their
Chapter 11 cases to June 1, 2006, at 10:00 a.m., Eastern Time.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtors informed the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.

The Debtors believed that a chapter 7 conversion is not advisable
because it will increase administrative cost to the estate and
require the appointment of a chapter 7 trustee.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 65; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Asks District Court to Dismiss Antitrust Case
----------------------------------------------------------------
WestPoint Stevens, Inc., and WestPoint Stores, and WestPoint Home,
ask the Pennsylvania District Court to:

    (a) substitute WestPoint Home as the plaintiff in lieu of WPS
        and WestPoint Stores; and

    (b) dismiss WPS and WestPoint Stores with prejudice.

WestPoint Stevens, Inc., and WestPoint Stevens Stores, Inc., are
plaintiffs in an antitrust action styled Procter & Gamble Company,
et al. v. Stone Container Corporation, et al., Case No. 03 C 3944,
in the United States District Court for the Northern District of
Illinois.

The Antitrust Action arose out of the Debtors' and their
predecessors' purchase of various linerboard products --
corrugated containers and sheets.

The Antitrust Action was consolidated along with the other similar
cases in the consolidated class action styled In re Linerboard
Antitrust Litigation, MDL No. 1261, currently pending in the
United States District Court for the Eastern District of
Pennsylvania.

The Linerboard Antitrust Litigation alleges that the linerboard
products manufacturers fixed prices of linerboard products in
violation of federal antitrust laws.

On July 8, 2005, Judge Drain authorized the sale of substantially
all of WPS and WestPoint Stores' assets to Textile Co., Inc., an
affiliate of Carl Icahn, as purchaser, pursuant to Section 363(b)
of the Bankruptcy Code and in accordance with the terms of an
asset purchase agreement.

Under the Asset Purchase Agreement, WPS and WestPoint Stores sold
their claims in the Linerboard Antitrust Litigation to Textile.
Hence, WPS and WestPoint Stores do not own any claims against the
defendants in the Linerboard Antitrust Litigation.

WestPoint Home, Inc., as successor to Textile, became the sole and
exclusive owner of WPS and WestPoint Stores' claims in the
Linerboard Antitrust Litigation.

                      Settlement Negotiations

According to Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal, LLP, in New York, WestPoint Home's attorney, six
defendants in the Linerboard Antitrust Litigation have engaged in
productive settlement discussions with WestPoint Home to resolve
the case in its entirety.  However, the procedural posture of the
case presents an anomaly: the real party-in-interest - WestPoint
Home -- is not a plaintiff, and the current plaintiffs -- WPS and
WestPoint Stores have no interest in any claims against the
defendants.

Mr. Wolfson believes that substituting WestPoint Home as a
plaintiff and dismissing WPS and WestPoint Stores with prejudice
would reflect the true posture of the case, and would allow the
defendants to negotiate with the real party-in-interest as a
plaintiff.

Absent the change, the defendants would be in the untenable
position of negotiating a settlement with a non-plaintiff, and
then seeking dismissal of plaintiffs who own no claims and who are
not controlled by the real party-in-interest, Mr. Wolfson points
out.

The Debtors' counsel, Michael F. Walsh, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells the District Court that WPS and
WestPoint Stores are nominal plaintiffs and have no interest in
any claims in the Linerboard case.  WPS and WestPoint Stores
support WestPoint Home's arguments.

                          The Stipulation

Consequently, WestPoint Home and WPS and WestPoint Stores entered
into a stipulation to memorialize their joint request.  The
Parties will present the Stipulation to Judge Drain for his
approval.

The Stipulation provides, among other things, that:

    (1) the Claims in the Linerboard Antitrust Litigation
        previously owned and asserted by WPS and WestPoint Stores
        are "Purchased Assets" in accordance with the Asset
        Purchase Agreement;

    (2) Lester D. Sears, the Court-designated "Responsible
        Officer" for the winding down of the Debtors' estates, is
        authorized to consent to the substitution;

    (3) Mr. Sears will execute and deliver all instruments and
        documents and take all other necessary actions to
        implement and effectuate the substitution; and

    (4) it will not affect or modify the Asset Purchase Agreement
        and all other sale-related documents and orders.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDOW ROCK: Disclosure Statement Hearing Moved to May 24
---------------------------------------------------------
Window Rock Enterprises Inc., its Official Committee of Unsecured
Creditors and the United States Trustee for Region 16 agreed to
postpone the hearing to consider approval of the Debtor's
Disclosure Statement explaining its Plan of Reorganization to
May 24, 2006.  The U.S. Bankruptcy Court for the Central District
of California approved the parties' stipulation.

The parties said they are very close to reaching agreement
regarding a wholly consensual chapter 11 plan after spending
substantial time negotiating with each other.

The Committee also agreed that it would not ask the Court to
terminate the Debtor's exclusive right to file or to solicit
acceptances for a plan.

                        Terms of the Plan

The Plan classifies claims into seven classes.

Allowed priority unsecured claims will be paid in full.

The legal, equitable and contractual rights of interest holders,
will not be altered or modified under the Plan.

Ventana Group LLC's $500,000 allowed secured claim will be paid in
full through six monthly installments commencing on the first day
of the full month after the effective date of the plan.  Ventana
Group will retain the liens encumbering its collateral and will
reconvey the lender liens after full payment of its allowed
secured claim.

Other allowed secured claims, at the Debtor's discretion, will be
paid through three options:

   Option 1: Class 2 claims shall be paid in full through 24
             equal monthly installments equal to their claim,
             plus interest calculated at the rate of 2.5% over
             the prime rate of interest as published in the Wall
             Street Journal on the Effective Date.  Creditor's
             class 2 allowed secured claim will continue to be
             secured by its existing lien encumbering its
             collateral.  Upon full payment, the creditor's lien
             shall be released and the Debtor will retain title
             to such collateral free and clear of the creditor's
             lien.  Any deficiency will be treated as a
             general unsecured claim.

   Option 2: Class 2 creditor's collateral will be returned to
             the creditor on the Effective Date in full
             satisfaction of the creditor's allowed secured
             claim.  Any deficiency will be treated as
             a general unsecured claim.

   Option 3: Holders of class 2 allowed secured claim can demand
             or receive accelerated payment of such claim after
             the occurrence of a default.

Allowed secured claims for taxes, will receive cash installment
payments in equal quarterly installments of principal and
interest, and will be in an amount sufficient to fully amortize an
allowed secured claim over a period of 5 years from and after the
petition date.  The outstanding and unpaid amount of each allowed
secured claim will bear interest, commencing on the Effective Date
and continuing until the allowed secured claim is paid in full, at
the lesser of:

     (a) the interest rate available on ninety-day U.S. treasuries
         as of the Effective Date; or

     (b) the rate provided by Section 6621(a) of the Internal
         Revenue Code on the Effective Date.

Allowed general unsecured claims will be paid through two
payments:

     (a) Initial Distribution:

         Holders of allowed general unsecured claims will receive
         an amount equal to a pro rata share of a cash fund to be
         established by the Debtor in an amount equal to the
         aggregate of:

         * $8 million; and

         * any net recoveries received by the Debtor prior to
           the confirmation date.

     (b) Final Distribution:

         Holders of allowed general unsecured claims will receive
         an amount equal to a pro rata share of a cash fund to be
         established by the reorganized Debtor in an amount equal
         to the aggregate of:

         * any net recoveries received by the reorganized Debtor
           on or after the confirmation date;

         * any amount of De Minimis Distributions;

         * any unclaimed property with respect to class 5 claims
           released to the reorganized Debtor; and

         * any cash deposited into the disputed claims reserve
           with respect to a class 5 disputed claim that is
           released to the reorganized Debtor.

Under the Plan, allowed subordinated unsecured claims, will be
paid in full in 20 equal annual installment payments.

                       About Window Rock

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
The Official Committee of Unsecured Creditors selected Peiztman,
Weg & Kempinsky, LLP, as its counsel.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of more than
$100 million.


WORLDCOM INC: Summary Judgment on HSG Claims Draws Mixed Emotions
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 22, 2006,
WorldCom, Inc., and its debtor-affiliates asked the United States
Bankruptcy Court for the Southern District of New York for summary
judgment as to all matters regarding Claim Nos. 36482 and 38458,
as allegedly amended by Claim Nos. 38580 and 38583.

Douglas Y. Curran, Esq., at Stinson Morrison Hecker LLP, in
Kansas City, Missouri, told the Court that in 2003, HSG/ATN filed
two proofs of claim for commissions it allegedly earned as a
commissioned representative of the Reorganized Debtors:

          Claim No.             Claim Amount
          ---------             ------------
            36482                $7,106,348
            38458                   675,710

The Debtors and HSG/ATN were parties to an Aug. 4, 1998
Representation Agreement, whereby HSG would secure customers
exclusively for the Debtors and the Debtors would pay HSG a
commission based on the customer billings.  HSG was obligated to
procure customers solely for WorldCom and for no other
telecommunications service provider, Mr. Curran emphasized.

                           HSG Opposes

On behalf of HSG/ATN, Inc., Eric B. Fisher. Esq., at Morgenstern
Jacobs & Blue, LLC, in New York, tells the Court that while it is
true that the Representation Agreement provides the Debtors with
the right to cease paying residual commissions if HSG solicits in
violation of that Agreement, that right is not self-executing.
Under the Agreement, if it elects to terminate residual
commissions, the Debtors must provide five-days' prior written
notice to HSG that it intends to do so.

However, the Debtors appear to contend that the letter sent to
HSG on November 14, 2002, provided the requisite notice.  "It did
not," Mr. Fisher argues.  "The text of the letter itself --
"considering what steps to take" -- demonstrates that the
November 14 Letter was a warning letter and not a notice of
termination."

The Debtors cannot establish that the residual commission
obligation terminated in 2002, and that it is not liable for
payment of the Residual Commissions, Mr. Fisher asserts.  The
Debtors sought to reject its Residual Commission Obligation to
HSG on January 3, 2003.

The Debtors' inconsistent positions create an issue of fact
sufficient to defeat its own motion for summary judgment,
Mr. Fisher says.

Because of the numerous disputed factual issues concerning the
November 14 Letter and whether the Debtors terminated the
Residual Commission Obligation before its motion for rejection,
HSG has been deprived of the opportunity to take discovery that is
central to the arguments it raises, Mr. Fisher avers.

HSG argues that the Debtors' conclusory argument that the
Agreement is not unconscionable should not be accepted by the
Court.  Mr. Fisher contends that the unconscionablilty of a
contract or any of its clauses must be examined in light of the
circumstances at execution.  Furthermore, parties must be afforded
a reasonable opportunity to present evidence as to its commercial
setting, purpose and effect.

Accordingly, HSG asks the Court to deny the Debtors' request.

                         Debtors Respond

The Debtors notified HSG that it had violated the non-solicitation
provision of the Representation Agreement.  The Debtors'
obligation was not conditioned on any notice of termination of the
payment of commissions to HSG, it was only conditioned upon HSG's
continued compliance with the terms of the
Agreement, Douglas Y. Curran, Esq., at Stinson Morrison Hecker
LLP, in Kansas City, Missouri, maintains.

"It is uncontroverted that HSG failed to adhere to its contractual
obligations," Mr. Curran notes.  "Accordingly, HSG's conduct in
soliciting the Debtors' customers relieved the Debtors of its
obligation to pay HSG."

Mr. Curran tells the Court that the Debtors demanded that HSG
cease sending letters or contacting MCI's customers.  It is this
letter that HSG characterizes as a "warning letter" in its
opposition.

Mr. Curran relates that the Debtors have established that the
facts underlying the claim are not subject to material dispute.
Therefore, to successfully resist summary judgment, HSG must
establish facts, or at least raise a genuine issue regarding the
Debtors' facts, that demonstrates that the matter should go to
trial.

Moreover, the discovery sought by HSG and complained about is
irrelevant to the controversy before the Court, Mr. Curran avers.
"There are only two real issues before the Court -- Whether HSG
engaged in prohibited solicitation and, if so, does that conduct
authorize the Debtors to cease paying future commissions.  The
first issue has been conceded and the second is a legal issue.
None of the discovery has not been provided impacts either issue."

Mr. Curran notes that it is axiomatic that to prevail under a Rule
56(f) defense to a motion for summary judgment, the opposing party
must specify what facts it wished to discover and how those facts
were reasonably expected to create a genuine issue of material
fact for trial.  HSG, however, has failed to sustain that burden
as it does not identify what the missing information is or how it
is relevant to the claims and defenses before the Court.

The Employee Choice Doctrine applies where a party subject to a
restriction has made an informed choice between adhering to the
contract and retaining the contract benefits or violating the
contract and foregoing the benefits.  Rather than present reasons
why this doctrine does not apply to the circumstances before the
Court, HSG has said only that it does not believe it applies, Mr.
Curran notes.

The Debtors ask the Court to deny HSG's claim and to approve their
request.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDGATE COMM: Recurring Losses Cue Marcum's Going Concern Doubt
-----------------------------------------------------------------
Marcum & Kliegman LLP expressed substantial doubt about WorldGate
Communications, Inc.'s ability to continue as a going concern.
The accounting firm pointed to the Company's recurring losses from
operations and accumulated deficit of $229 million after auditing
its financial statements for the year ended Dec. 31, 2005.

Worldgate's balance sheet at Dec. 31, 2005 showed $21,229,000 in
total assets and $26,801,000 in total liabilities resulting to a
total stockholders' deficit of $5,572,000.

The Company's balance sheet also showed strained liquidity with
$19,523,000 in total current assets and $7,133,000 in total
current liabilities.

For the 12 months ended Dec. 31, 2005, the Company incurred
a $6,851,000 net loss out of $1,558,000 in net revenues.

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

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

Headquartered in Trevose, Pennsylvania, WorldGate Communications,
Inc. -- http://www.wgate.com/-- designs, manufactures, and
distributes personal video phones.  WorldGate's products will be
marketed to consumers through cable, DSL, VoIP and satellite
service providers as well as through retail stores worldwide under
the Ojo brand name.  WorldGate is traded on NASDAQ under the
symbol WGAT.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (22)         125       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (113)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Blount International    BLT        (133)         462      128
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Compass Minerals        CMP         (59)         702      171
Crown Media HL          CRWN       (165)       1,229       92
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (26)          13      (11)
Empire Resorts          NYNY        (27)          57       (3)
Encysive Pharm          ENCY        (38)         119       74
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES         (5)         531      (92)
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (18)          47       32
Immunomedics Inc.       IMMV        (15)          26        3
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         (3)         861      453
Labopharm Inc.          DDS          (3)          55       17
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP       (129)         287      212
Nexstar Broadcasting    NXST        (66)         680       26
Omnova Solutions        OMN         (15)         361       65
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Revlon Inc.             REV      (1,042)       1,085       37
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (93)         302       50
Rural Cellular          RCCC       (500)       1,427      144
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE        (17)          13      (11)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (68)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (549)       3,506      881

                             *********

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.

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Monthly Operating Reports are summarized in every Saturday edition
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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.

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