TCR_Public/060523.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 23, 2006, Vol. 10, No. 121

                             Headlines

2929 PANTHERSVILLE: Hires Schreeder Wheeler as Bankruptcy Counsel
2929 PANTHERSVILLE: Has Until June 8 to File Schedules
ADELPHIA COMMS: DIP Lenders Waive Default on Century/ML Settlement
AFFINITY GROUP: March 31 Balance Sheet Upside-Down by $64 Million
AIRNET COMMS: Files Voluntary Chapter 11 Petition in Florida

AIRNET COMMS: Case Summary & 20 Largest Unsecured Creditors
AK STEEL: Plans to Make Early $84M Pension Trust Fund Contribution
ALLIED HOLDINGS: Eton Park Resigns from Creditors Committee
AMCAST INDUSTRIAL: Hires Alvarez & Marsal as Panel's Fin'l Advisor
AMCAST INDUSTRIAL: Hires BMC as Notice, Claims and Balloting Agent

AMERICAN TOWER: Board Conducts Inquiry into Stock Option Practices
AMERICAN TOWER: Stock Option Inquiry Prompts S&P's Negative Watch
AMES DEPARTMENT: Wants to Hire Atwell Curtis as Collection Agent
AZTAR CORP: Inks $2.75-Bil. Merger Agreement with Columbia Sussex
BOMBARDIER RECREATIONAL: Buying Back $200 Mil. of 8-3/8% Sr. Notes

BUFFALO COAL: Section 341(a) Meeting Scheduled for June 15
CARDSYSTEMS SOLUTIONS: Creditors Meeting Scheduled for July 13
CATHOLIC CHURCH: Portland Hires NERA as Economic Consultants
CENVEO CORP: Commences Tender Offer for $350MM of 9-5/8% Sr. Notes
COIN BUILDERS: Files Ch. 11 Plan of Reorganization in W.D. Wis.

COIN BUILDERS: Committee Wants Ch. 11 Case Converted to Ch. 7
COMM 2006-C7: S&P Puts Low-B Ratings on Six Certificate Classes
COMPACT MANIFOLDS: Case Summary & 20 Largest Unsecured Creditors
CONTINENTAL AIR: Moody's Places Corporate Family Rating at B3
COPA CASINO: Moody's Places B3 Rating on $230 Mil. Debt facility

DANA CORP: Asks Court to Approve Sypris Settlement Agreement
DENNY'S CORP: March 29 Balance Sheet Upside-Down by $260 Million
DURATEK INC: Earns $3.2 Million in Three Months Ended March 31
EASY GARDENER: Gets Court's Final Nod on $30 Million DIP Loan
EASY GARDENER: Committee Wants to Hire Young Conaway as Counsel

EDISON MISSION: S&P Rates Proposed $1 Billion Senior Notes at B+
EL POLLO: Moody's Rates Proposed $200 Million Debt Facility at B1
EL POLLO: S&P Assigns B+ Rating to Planned $200 Million Bank Loan
EQUITY ONE: S&P Affirms One Security Class Rating at BB+
EXCO RESOURCES: Moody's Lowers Corp. Family Rating to B2 from B1

FALCONBRIDGE LTD: Earns $238 Million for the Month of April 2006
FDL INC: Selling Substantially All Assets at May 30 Auction
FDL INC: Court Approves Dale & Eke as Bankruptcy Counsel
FDL INC: U.S. Trustee Names China Export to Creditors Committee
FEDERAL-MOGUL: Acquires Majority Stake in Goetze India

FOAMEX INTERNATIONAL: Amends $80 Million Loan with Silver Point
FRANKLIN PIERCE: Moody's Downgrades Debt Rating to Ba3 From Ba1
FREMONT HOME: DBRS Puts BB Rating on $3 Million NIM Notes
FURNAS COUNTY: Court Dismisses Chapter 11 Bankruptcy Proceedings
GATEHOUSE MEDIA: Plans to Raise $762 Million to Fund Acquisitions

GATEHOUSE MEDIA: Moody's Assigns Low-B Rating on $762MM of Loans
GENESIS HEALTHCARE: Faces Nasdaq Delisting Due to Late 10-Q Filing
GLAZED INVESTMENTS: Court OKs $3.5M DIP Loan & Cash Collateral Use
GLIMCHER REALTY: Expects $270MM from Sale on Five Mall Properties
GOODING'S SUPERMARKETS: Water Tower Wants to Join Creditors' Panel

GRAFTECH FINANCE: Moody's Affirms B2 Rating on $450 Mil. Notes
GREYSTONE HOLDINGS: Voluntary Chapter 11 Case Summary
GULF COAST: Gets Court's Interim Order on MTGLQ DIP Loan
HEALTHTRONICS INC: Earns $1.2 Million in 2006 First Fiscal Quarter
HEALTHTRONICS INC: Sam B. Humphries Appointed as President & CEO

HEARTLAND PARTNERS: Hires Shaw Gussis as Bankruptcy Counsel
HEARTLAND PARTNERS: Section 341(a) Meeting Scheduled for June 6
HERBST GAMING: Moody's Puts Low-B Rating on Sr. Sub. Debt & Loan
HOST HOTELS: Buying Westin Kierland Resort for $393 Million
IKON OFFICE: S&P Affirms BB Rating & Revises Outlook to Stable

J.L. FRENCH: Can Lend Up to $1.2 Million to Ansola Foreign Unit
JEREMIAH AGUOLU: Involuntary Chapter 11 Case Summary
KL INDUSTRIES: Taps Shaw Gussis as Bankruptcy Counsel
KL INDUSTRIES: U.S. Trustee Appoints Seven-Member Committee
L & M VIDEO: Case Summary & 20 Largest Unsecured Creditors

LARRY'S MARKETS: Court Gives Interim Nod on Bush Strout as Counsel
LARRY'S MARKETS: U.S. Trustee Appoints Five-Member Committee
LGB INC: Files Schedules of Assets and Liabilities
LIBERTY MEDIA: Moody's Cuts Sr. Unsec. Debt Rating to Ba2 from Ba1
LODGENET ENT: March 31 Balance Sheet Upside-Down by $69 Million

LORBER INDUSTRIES: Court OKs Weiland as Panel's Bankruptcy Counsel
LORBER INDUSTRIES: Judge Donovan Denies Tobin Lucks' Retention
MAGRUDER COLOR: Hires Environmental Waste as Consultants
MASTERCRAFT INTERIORS: Wants to Conduct Sales & Close Stores
MIRANT CORP: Plans to Shut Down Two Power Units in California

MORGAN STANLEY: S&P Lowers $3.5MM Class A-14 Notes' Rating to BB
MOTHERS WORK: S&P Affirms B- Rating & Revises Outlook to Positive
MUSICLAND HOLDING: ACD Wants Star Agreement Filed Under Seal
NAKOMA LAND: Court Names Angelique I.M. Clark as Ch. 11 Trustee
NORTHWEST AIRLINES: Reaches Tentative Agreement with Machinists

NOVA CHEMICALS: S&P Lowers Corp. Credit & Sr. Debt Ratings to BB-
OCA INC: Hires Jenner & Block as Committee's Bankruptcy Counsel
OCA INC: Committee Hires Loughlin Meghji+Company as Fin'l Advisor
OPTICAL DATACOMM: Ch. 11 Trustee Wants Case Converted to Chapter 7
OWENS CORNING: Bankr. Court Rules Bank Claims are Unimpaired

OWENS CORNING: Equity Holders Insist on Committee Appointment
PALAZZO DI: Court Sets June 2 General Claims Bar Date
PARMALAT USA: Citibank Lawsuit Standstill Period is Until May 31
PERFORMANCE TRANSPORTATION: Wants More Time to File Ch. 11 Plan
PERFORMANCE TRANSPORTATION: Taps Reed Smith as Special Counsel

PLIANT CORP: Inks $200 Mil. Credit Facility from Merrill Lynch
REFCO INC: Ch. 11 Trustee Gets Interim Nod on Bingham as Counsel
REO MOVING: Voluntary Chapter 11 Case Summary
REYNOLDS AMERICAN: Launches Exchange Offer for $1.45 Billion Notes
RITE AID: Will Hold Annual Stockholders Meeting on June 21

RODNEY POLAND: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: Asks for Authority to Pay $1 Mil. Break-Up Fee
SENECA GAMING: S&P Raises Corp. Credit & Sr. Unsec. Ratings to BB
SERACARE LIFE: Creditors' Panel Hires Pachulski Stang as Counsel
SILICON GRAPHICS: U.S. Trustee Picks Four-Member Creditors Panel

SILICON GRAPHICS: Moody's Lowers Rating to Ca Post-Bankruptcy
SOUNDVIEW HOME: DBRS Puts Rating on $12.05 Million NIM NOTES at B
SUPERIOR ENERGY: Gets Requisite Consents from 8-7/8% Noteholders
SUSQUEHANNA MEDIA: S&P Withdraws BB- Corporate Credit Rating
SYLVEST FARMS: Court Okays FOCUS Management as Financial Advisor

TOMMY HILFIGER: APAX Acquisition Cues Moody's to Withdraw Rating
TRIPLE A: Case Summary & 20 Largest Unsecured Creditors
TURNING STONE: S&P Affirms BB- Rating & Revises Outlook to Neg.
USG CORP: Fights Anderson Over Asbestos PD Class Certification
USG CORP: Anderson Memorial Wants Stay Lifted to Unseal Records

VII SERIES: Voluntary Chapter 11 Case Summary
WINN-DIXIE: Bids for Hollywood Tract Must Be Submitted by May 26
WORLDCOM INC: Court Approves Deutsche Bank Settlement Agreement
X-RITE INC: Moody's Assigns B1 Rating to Proposed Sr. Sec. Loan
ZOOMERS HOLDING: Fla. Community Bank Wants Chap. 11 Case Dismissed

* Maureen Corcoran Joins Sheppard Mullin as Corporate Partner

* Large Companies with Insolvent Balance Sheets

                             *********

2929 PANTHERSVILLE: Hires Schreeder Wheeler as Bankruptcy Counsel
-----------------------------------------------------------------
2929 Panthersville Associates obtained authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Schreeder, Wheeler & Flint, LLP, as its bankruptcy counsel.

Schreeder Wheeler is expected to:

    a. prepare pleadings, schedules and statement of financial
       affairs, adversary proceedings and application incidental
       to administering the Estate;

    b. develop the relationship and status of the debtor-in-
       possession and handle claims of creditors in the Debtor's
       bankruptcy proceedings, in the best interest of the Debtor,
       creditors and other interested parties;

    c. advise the debtor-in-possession of its rights, duties and
       obligations;

    d. perform legal services incidental and necessary to the
       day-to-day operation of the Debtor including, but not
       limited to, institution and prosecution of necessary legal
       proceedings, loan restructuring, general business,
       corporate and legal advice and assistance necessary to the
       proper preservation and administration of the estate;

    e. take all necessary actions incident to the proper
       preservation and administration of the Debtor and to the
       conduct of its business;

    f. prepare a plan of reorganization and disclosure statement;
       and

    g. provide post-confirmation legal services in connection with
       implementation of the plan.

John A. Christy, Esq., a partner at Schreeder Wheeler, tells the
Court that the firm has received a $115,299 retainer.

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

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and
$10 million and debts between $10 million and $50 million.


2929 PANTHERSVILLE: Has Until June 8 to File Schedules
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave 2929 Panthersville Associates until June 8, 2006, to file its
Schedules and Statement of Financial Affairs.

The Debtor tells the Court that it has substantial assets and debt
and needs additional time to collect accurate information to
include in the schedules.

The Debtor says it has been preoccupied with case administration
activities since filing for bankruptcy such as establishing
appropriate bank accounts, closing bank accounts, establishing
accounting procedures, obtaining the use of cash collateral,
preparing operating budgets and addressing utility deposit
requirements.

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and
$10 million and debts between $10 million and $50 million.


ADELPHIA COMMS: DIP Lenders Waive Default on Century/ML Settlement
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation discloses that
Waiver No. 1 to the Fourth Amended and Restated Credit and
Guaranty Agreement, dated as of March 17, 2006, became effective.
The waiver was signed in connection with the execution of the
Century/ML Settlement Agreement dated May 11, 2006.

The parties to the Fourth Amended and Restated Credit and
Guaranty Agreement are:

    -- UCA LLC, Century Cable Holdings, LLC, Century-TCI
       California, L.P., Olympus Cable Holdings, LLC, Parnassos,
       L.P., FrontierVision Operating Partners, L.P., ACC
       Investment Holdings, Inc., Arahova Communications, Inc.,
       Adelphia California Cablevision, LLC, as borrowers;

    -- ACOM and certain of its other direct and indirect
       subsidiaries, as guarantors;

    -- JPMorgan Chase Bank, N.A., as Administrative Agent;

    -- Citigroup Global Markets Inc., as Syndication Agent;

    -- J.P. Morgan Securities Inc. and Citigroup Global Markets
       Inc., as Joint Bookrunners and Co-Lead Arrangers;

    -- Citicorp North America, Inc., as Collateral Agent;

    -- Wachovia Bank, N.A., as Co-Syndication Agent;

    -- The Bank of Nova Scotia, Bank of America, N.A. and General
       Electric Capital Corporation, as Co-Documentation Agents;
       and

    -- other lenders.

Pursuant to the terms of the Waiver, the DIP Lenders agreed to
waive certain defaults or events of default that would have
occurred under the terms of the DIP Credit Agreement upon the
consummation of the transactions contemplated by the Settlement
Agreement.

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

               http://ResearchArchives.com/t/s?997

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  PricewaterhouseCoopers serves as the Debtors'
financial advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and
Klee, Tuchin, Bogdanoff & Stern LLP represent the Official
Committee of Unsecured Creditors.  (Adelphia Bankruptcy News,
Issue No. 133; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFFINITY GROUP: March 31 Balance Sheet Upside-Down by $64 Million
-----------------------------------------------------------------
Affinity Group, Inc., filed its financial statements for the
quarter ended March 31, 2006, with the Securities and Exchange
Commission on May 8, 2006.

The Company earned $2,264,000 of net income on $116,870,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $415,009,000
in total assets and $479,110,000 in total liabilities resulting in
a stockholders' deficit of $64,101,000.

At March 31, 2006, the working capital deficit was $10.2 million,
compared with $6.7 million at Dec. 31, 2005.

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?98d

Headquartered in Ventura, California, Affinity Group, Inc. --
http://www.affinitygroup.com/-- and its affiliated companies
serve the safety, security, comfort, and convenience needs of the
North American recreational vehicle market.

                          *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Standard & Poor's Ratings Services lowered its ratings on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., including lowering the corporate credit ratings to 'B' from
'B+'.  The outlook is stable.  Total debt outstanding was $412.7
million as of Dec. 31, 2005.


AIRNET COMMS: Files Voluntary Chapter 11 Petition in Florida
------------------------------------------------------------
AirNet Communications Corporation filed a voluntary petition for
relief under Chapter 11 of the Federal Bankruptcy Code in the
Middle District of Florida on May 22, 2006.  The filing is in
response to continuing adverse market conditions.

While under Chapter 11, AirNet Communications plans to operate its
business in the ordinary course under the protection of the
bankruptcy court while seeking to work out a plan of
reorganization that is in the best interests of its customers,
employees, creditors and shareholders.  If a plan of
reorganization is filed with the bankruptcy court, the Company
expects to emerge as a privately held company.

AirNet Communications remains committed to marketing, selling,
maintaining and further enhancing its award winning line of GSM
base station products and services.  The Company intends to
fulfill existing domestic and international customer contracts for
both products and services.  AirNet also reported that no further
reductions in the Company's workforce are planned at this time.

                          About AirNet

Based in Melbourne, Florida, AirNet Communications Corporation --
http://www.airnetcom.com/-- is a supplier of wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers.  AirNet's
patented broadband, software-defined AdaptaCell(R)
SuperCapacity(TM) adaptive array base station solution provides a
high-capacity base station with a software upgrade path to high-
speed data.  The Company's RapidCell(TM) base station provides
government communications users with up to 96 voice and data
channels in a compact, rapidly deployable design capable of
processing multiple GSM protocols simultaneously.  The Company's
AirSite(R) Backhaul Free(TM) base station carries wireless voice
and data signals back to the wireline network, eliminating the
need for a physical backhaul link, thus reducing operating costs.


AIRNET COMMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AirNet Communications Corporation
        3950 Dow Road
        Melbourne, Florida 32934
        Tel: (800) 984-1990

Bankruptcy Case No.: 06-01171

Type of Business: The Debtor designs, manufactures, and markets
                  wireless infrastructure products and offers
                  infrastructure solutions for commercial GSM
                  customers, and government, defense, homeland
                  security based agencies.
                  See http://198.170.117.146/

Chapter 11 Petition Date: May 22, 2006

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Gronek & Latham LLP
                  390 North Orange Avenue, P.O. Box 3353
                  Orlando, Florida 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

Total Assets: $15,701,881

Total Debts:  $21,615,346

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Trillium Digital Systems, Inc.   Trade                 $280,356
2200 Mission College Boulevard
Santa Clara, CA 95052-8119

Japan Radio Co., Ltd.            Trade                 $257,924
5-1-1 Shimorenjaku
Mitaka-shi, Tokyo
Japan 181-8510

Sanmina-Sci Corp.                Trade                 $200,645
P.O. Box 848413
Dallas, TX 75284-8413

Ulticom                          Licenses              $140,000

Powerwave Technologies           Trade                 $101,335

ArrayComm                        Trade                  $98,065

Comsys                           Licenses               $93,500

Velocite Systems                 Trade                  $52,443

FSY Microwave, Inc.              Trade                  $47,620

GE Access, MRA Systems           Trade                  $47,491

Performance Technologies         Trade                  $38,750

Decimal Engineering              Trade                  $34,906

GAO Research                     Licenses               $30,000

Clerc, Jean Yves, Trustee        Building Lease         $28,458

Clearcomm Technologies, Inc.     Trade                  $24,520

Computer Power Systems           Trade                  $24,428

AJ's Power Source                Trade                  $21,295

Atlantic Scientific Corp.        Trade                  $18,234

Deloitte & Touche                Accounting Services    $15,870

Lambda Electronics, Inc.         Trade                  $15,115


AK STEEL: Plans to Make Early $84M Pension Trust Fund Contribution
------------------------------------------------------------------
AK Steel Corp.'s board of directors authorized the company to make
an $84 million contribution to its pension trust fund months ahead
of schedule.  The company said it would make its full required
2006 pension contribution next week, more than five months before
the final due date.  AK Steel's previous pension contribution was
a voluntary $150 million contribution made in January of 2005.

"AK Steel is proud to continue honoring a retiree tradition unique
in the steel industry," James L. Wainscott, chairman, president
and CEO said.  "In more than half a century, this company has not
missed a pension fund contribution, or a payment to any of its
32,000 pensioners."

AK Steel provides pension benefits to approximately 32,000
retirees and their beneficiaries.  The company said that while it
has continued to fund its retiree health care and pension legacy
costs, most of its competitors have reduced or eliminated their
legacy obligations through the bankruptcy process.

Middletown, Ohio-based, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless
and electrical steel products, as well as carbon and stainless
tubular steel products, for automotive, appliance, construction
and manufacturing markets.

                         *     *     *

AK Steel Corp.'s 7-3/4% Senior Notes due 2012 carry Moody's
Investors Service's and Standard & Poor's single-B rating.


ALLIED HOLDINGS: Eton Park Resigns from Creditors Committee
-----------------------------------------------------------
Eton Park Capital Management, L.P., represented by Joshua Astrof,
resigned from the Official Committee of Unsecured Creditors in
Allied Holdings, Inc., and its debtor-affiliates' Chapter 11
cases.

William T. Neary, the U.S. Trustee for the Northern and Eastern
Districts of Texas, reports that the Creditors Committee is now
comprised of:

         A. Wells Fargo Bank, as Indenture Trustee
            Attn: Thomas M. Korsman, Vice President
            Sixth & Marquette
            Mac # N9303-120
            Minneapolis, MN 55479
            Phone: (612) 466-5890 Fax: (612) 667-9825

         B. International Brotherhood of Teamsters
            Attn: Frederick Perillo, Counsel
            Previant, Goldberg, Uelmen, Gratz,
            Miller & Brueggeman, S.C.
            l555 North RiverCenter Drive
            Suite 202, P.O. Box 12993
            Milwaukee, WI 53212
            Phone: (414) 271-4500 Fax: (414) 271-6308

         C. Cummins South, Inc.
            Attn: Susan Stephens, Controller
            5125 Highway 85
            Atlanta, Georgia 30349
            Phone: (404) 765-5104 Fax: (404) 766-2132

         D. Exotic Auto Transport, LLC
            Attn: Bradley M. Segebarth, President
            P.O. Box 72, 500 W. Elm
            Lebanon, MO 65536
            Phone: (417) 532-9808 Fax: (417) 532-9815

         E. D. E. Shaw Laminar Portfolios, LLC
            Attn: John Chiang
            120 West 45th Street
            New York, NY l0036
            Phone: (212) 487-0685 Fax: (212) 845-1685

                       About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. (OTC Pink
Sheets: AHIZQ.PK) -- 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. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMCAST INDUSTRIAL: Hires Alvarez & Marsal as Panel's Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Amcast
Industrial Corporation and its debtor-affiliates' bankruptcy
cases obtained permission from the U.S Bankruptcy Court for the
Southern District of Indiana in Indianapolis to retain Alvarez &
Marsal, LLC, as its financial advisor.

A&M is expected to:

     a) provide analytical support to the Committee's counsel on
        certain litigation issues, including, but not limited to,
        the agreement between Amcast and General Motors;

     b) advise the Committee and its counsel on contract and
        commercial issues;

     c) perform an extensive analysis and review of the
        profitability of the Debtors' existing contracts and, if
        necessary, participate in the contract renegotiation
        process;

     d) assist the Committee and its counsel in any other
        Financial Advisor service, as requested by the Committee
        or its counsel, to maximize the recovery to the estate.
        These services include:

            -- analyzing and monitoring the Debtors' postpetition
               cash flow forecasts and assess the associated
               operational reasonableness, viability and risks;

            -- reviewing the Debtors' operational performance and
               business plans and analyzing the various
               operational risks and opportunities;

            -- analyzing the potential cost savings proposed by
               the Debtors' as well as potential cost savings
               incremental to those proposed by the Debtors; and

      e) assist the Committee and its counsel in responding to
         various developments or motions during the course of the
         Debtors' Chapter 11 proceedings.

The customary hourly rates for A&M's professionals are:

         Professional                     Hourly Rate
         ------------                     -----------
         Managing Director                $500 to $650
         Directors                        $400 to $500
         Associates                       $300 to $400

Thomas E. Hill, a Managing Director at A&M, assures the Bankruptcy
Court that his firm does not hold any interest adverse to the
Debtors' estates and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com-- is a
leading global professional services firm with expertise in
guiding under performing companies and public sector entities
through complex financial, operational and organizational
challenges.

                     About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMCAST INDUSTRIAL: Hires BMC as Notice, Claims and Balloting Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana in
Indianapolis gave Amcast Industrial Corporation and its debtor-
affiliates permission to retain BMC Group, Inc., as their notice,
claims and balloting agent.

The Debtors proposed to hire BMC as their claims agent to relieve
the Bankruptcy Court Clerk of the heavy administrative burden
brought by the numerous creditor and parties-in-interest involved
in their bankruptcy cases.

BMC is expected to:

     a) prepare and serve required notices in the Debtors'
        Chapter 11 cases;

     b) after the mailing of a particular notice, file with the
        Clerk's office a certificate or affidavit of service that
        includes a copy of the notice involved, and alphabetical
        list of persons to whom the notice was mailed and the
        date and manner of mailing;

     c) reconcile and resolve claims as requested;

     d) receive and record original proofs of claim and proofs of
        interest filed;

     e) create and maintain official claims registers;

     f) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g) transmit to the Clerk's office a copy of the claims
        registers upon request and at agreed intervals;

     h) act as balloting agent, which will include:

           -- printing ballots;

           -- preparing voting reports; and

           -- coordinating the mailing of ballots, Disclosure
              Statement and Plan of Reorganization and other
              appropriate material;

     i) establish a toll free "800" number to receive questions
        regarding voting on the Plan;

     j) receive and record ballots, inspect ballots for conformity
        with voting procedures, and tabulate and certify the
        results.

     k) maintain up to date mailing list for all entities that
        have filed a proof of claim;

     l) provide access to the public for the examination of copies
        of the proofs of claims or interest;

     m) record all transfers of claims and notice of the
        transfers;

     n) provide temporary employees to process claims; and

     o) perform other administrative and support services related
        to noticing claims, docketing, solicitation and
        distribution, as requested by the Debtors or the Clerk of
        Court.

The Debtors will pay BMC according to the Firm's standard hourly
rates.  A copy of BMC's Fee Schedule is available for free at:

               http://ResearchArchives.com/t/s?72a

In addition, the Debtors will pay BMC a $15,000 retainer at the
start of the Firm's engagement.  The Debtors agree to make
necessary monthly payments to BMC to maintain the retainer balance
at $15,000.

Tinamarie Feil, BMC's Chief Financial Officer, assures the
Bankruptcy Court that her firm does not hold any interest adverse
to the Debtors' estates and is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.

                     About Amcast Industrial

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMERICAN TOWER: Board Conducts Inquiry into Stock Option Practices
------------------------------------------------------------------
American Tower Corporation's Board of Directors created a special
committee comprised of independent directors to conduct an
internal review of the Company's historical stock option practices
and related accounting.  The special committee will be assisted by
independent legal counsel and advisors.

The Company initiated this review following the release of a third
party research report regarding practices related to the timing
and pricing of stock option grants.  Depending on the outcome of
this review, the Company may need to correct its historical
determinations of non-cash stock-based compensation expense and,
if such corrections are material, it could result in the need to
restate the Company's financial statements.  Although the impact
to the Company's historical financial statements, if any, is not
yet known, the Company does not expect the review to result in
material changes to its historical revenues or non-option related
operating expenses, nor would it have a material impact on the
Company's cash flow from operations.

The Company also reported that, subsequent to the formation of the
special committee and the events described, it received a letter
of informal inquiry from the Securities and Exchange Commission
requesting documents related to Company stock option grants and
stock option practices.  The Company intends to cooperate fully
with the SEC in this matter.

Headquartered in Boston, Massachusetts, American Tower Corporation
-- http://www.americantower.com/-- is the leading independent
owner, operator and developer of broadcast and wireless
communications sites in North America.  American Tower owns and
operates over 22,000 sites in the United States, Mexico, and
Brazil.  Additionally, American Tower manages approximately 2,000
revenue producing rooftop and tower sites.


AMERICAN TOWER: Stock Option Inquiry Prompts S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on American
Tower Corp., including its 'BB+' corporate credit rating, on
CreditWatch with negative implications.

The ratings on related entities:

   * American Tower International Inc.,
   * American Tower L.P,
   * American Tower LLC,
   * American Towers Inc.,
   * SpectraSite Inc., and
   * SpectraSite Communications Inc.

also were placed on CreditWatch with negative implications.

"These actions follow American Tower's announcement today that its
board of directors has created a special committee to conduct an
internal review of the company's historical stock option practices
and related accounting," said Standard & Poor's credit analyst
Catherine Cosentino.

Standard & Poor's will monitor events to assess what impact, if
any, these developments may have on the ratings on American Tower.

American Tower said the review might lead to a restatement of some
financial statements but that it does not expect such historical
restatements, if any, to materially affect cash flow from
operations.  American Tower also said it received a letter of
informal inquiry from the Securities and Exchange Commission
requesting documents related to its stock option grants and
practices.


AMES DEPARTMENT: Wants to Hire Atwell Curtis as Collection Agent
----------------------------------------------------------------
During 2003, Ames Department Stores and its debtor-affiliates
commenced 2,000 preference actions.  Many defendants failed to
timely answer or otherwise appear in the Preference Actions, and
the Debtors sought entry of default judgments.

To date, 62 Judgments totaling $754,000 have been entered in
favor of the Debtors in the Preference Actions on which
collection has not been realized, notwithstanding diligent
efforts by the Debtors and their retained counsel.

Pursuant to Sections 327 and 328 of the Bankruptcy Code, the
Debtors seek the Court's permission to employ Atwell, Curtis &
Brooks, Ltd., as collection agent to assist in the collection of
the Judgments entered in favor of the Debtors in the Preference
Actions.

Rolando de Aguiar, president of Ames Department Stores, Inc.,
relates that as collection agent, Atwell's responsibilities
include:

     (a) reviewing and analyzing files for the Judgments in the
         Preference Actions;

     (b) investigating the location and assets of the defendants
         against which Judgments have been entered;

     (c) negotiating with the defendants;

     (d) collecting and settling Judgments; and

     (e) preparing reports regarding Judgment recovery efforts to
         allow the Debtors to evaluate the collection process.

The Debtors will pay Atwell a contingent fee, which is 10% of any
cash recovery or administrative claim reduction realized from the
resolution or settlement of the Judgments.  The contingent fee
will be paid in addition to the cumulative contingency fee for
the settlement or recovery of any Preference Action.

Arlene Angelilli, president of Atwell, assures the Court that her
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code and as modified by Section 1107(b) of the
Bankruptcy Code.

Counsel for the Committee of Unsecured Creditors and the Office
of the U.S. Trustee have reviewed the Debtors' employment
agreement with Atwell.  The Committee and the U.S. Trustee have
no objections to the proposed retention or the employment terms.

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AZTAR CORP: Inks $2.75-Bil. Merger Agreement with Columbia Sussex
-----------------------------------------------------------------
Columbia Entertainment, the gaming affiliate of Columbia Sussex,
entered into a definitive merger agreement with Aztar Corporation
under which it will acquire all of the outstanding common shares
of Aztar for $54 per share in cash.  The holders of Aztar's Series
B preferred stock will receive $571.13 per share in cash.  The
fully financed transaction is valued at $2.75 billion, including
the assumption of approximately $676 million in debt.  Credit
Suisse has provided a firm commitment for $3.15 billion in debt
financing.

Aztar's Tropicana casino resorts in Atlantic City, N.J., and Las
Vegas, Nev.; Ramada Express casino hotel in Laughlin, Nev.; and
Casino Aztar riverboat casino in Evansville, Ind., are highly
complementary to Columbia Sussex and Columbia Entertainment's
82 hotels and resorts and 8 casinos throughout the United States,
Canada and the Caribbean, as well as its new resort and casino
property under construction in St. Maarten.  Columbia Sussex is
the largest licensee of full-service Marriott Hotels in the U.S.,
and owns and operates Marriott, Hilton, Westin, Sheraton,
Renaissance and Doubletree branded properties.  The combined
company will have approximately 33,000 rooms and will own and
operate 12 casinos in Nevada, Louisiana, Mississippi, New Jersey,
Illinois and Indiana.

"This is a breakthrough transaction for our company which will
significantly enhance our gaming assets in key growth markets and
strengthen our position as one of the leading owners, developers
and operators of hotels, resorts and casinos," said William J.
Yung III, President and CEO of Columbia Sussex.  "Aztar's unique
assets are a perfect fit with our existing hotel and gaming
properties, and we see many opportunities to improve financial
performance by expanding the Tropicana brand, finishing the
building projects in Indiana and Atlantic City and developing the
Las Vegas property.  We look forward to working with Aztar's
talented managers and employees to maximize the potential of these
properties as we leverage our 25-year track record as a successful
owner, builder and operator."

To underscore its confidence in its ability to close the
transaction, Columbia has made a deposit of $313 million, payable
to Aztar in certain circumstances (including failure to obtain
regulatory approval), if the merger agreement is terminated.  In
addition, Columbia has agreed to increase the purchase price at a
rate of $0.00888 per day per Aztar common share beginning
Nov. 19, 2006, if closing has not occurred by that date.  The
additional daily payment would increase to $0.01184 per Aztar
common share beginning February 19, 2007, if the transaction has
not closed by that date.

Columbia obtained its first gaming license in 1990 and has been
licensed and re-licensed numerous times in Nevada, Louisiana and
Mississippi.  Columbia will seek and expects to receive gaming
licenses in New Jersey and Indiana.  It will work with Aztar to
divest the Casino Aztar riverboat casino in Caruthersville, Miss.
prior to closing the transaction.

The transaction is subject to regulatory approvals and customary
closing conditions and is expected to close by the end of the
year.

Banc of America Securities acted as financial advisor to Columbia
Entertainment in connection with this transaction, and Credit
Suisse is providing debt financing.  Katz, Teller, Brant & Hild
and Milbank, Tweed, Hadley & McCloy LLP are acting as legal
advisors.

                      About Columbia Sussex

Columbia Sussex Corporation and its Columbia Entertainment gaming
affiliate are among the largest privately held owners, developers
and operators of hotel properties and casinos in the world.
Columbia Sussex is the largest licensee of full-service Marriott
Hotels in the U.S., and the Company and its affiliates own a total
of 82 hotels and 8 casinos with approximately 27,000 rooms,
including Marriott, Hilton, Westin, Sheraton, Renaissance and
Doubletree branded properties across the United States, Canada and
the Caribbean.  Founded in 1972, the Company is led by William J.
Yung III and owned by Mr. Yung and the Yung family.  Columbia
Sussex Corporation and Columbia Entertainment are headquartered in
Fort Mitchell, Kentucky and have more than 18,000 employees
worldwide.

                     About Aztar Corporation

Headquartered in Phoenix, Arizona, Aztar Corporation (NYSE: AZR)
-- http://www.aztar.com/-- is a publicly traded company that
operates Tropicana Casino and Resort in Atlantic City, New Jersey,
Tropicana Resort and Casino in Las Vegas, Nevada, Ramada Express
Hotel and Casino in Laughlin, Nevada, Casino Aztar in
Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services' BB rating on Aztar Corp.
remained on CreditWatch with negative implications, where they
were placed on Feb. 16, 2006.  The CreditWatch update followed the
announcement by Pinnacle that it signed a definitive merger
agreement to acquire the outstanding shares of Aztar.


BOMBARDIER RECREATIONAL: Buying Back $200 Mil. of 8-3/8% Sr. Notes
------------------------------------------------------------------
Bombardier Recreational Products Inc. commenced a cash tender
offer to purchase any and all of the $200 million outstanding
principal amount of its 8-3/8% Senior Subordinated Notes due 2013
(CUSIP No. 09776LAC0).

In conjunction with the tender offer, the Company is soliciting
consents from holders to effect certain proposed amendments to the
indenture governing the Notes, which would eliminate substantially
all of the indenture's restrictive covenants and also amend
certain other provisions.  The tender offer and consent
solicitation are being made pursuant to an Offer to Purchase and
Consent Solicitation Statement dated May 19, 2006, and a related
Consent and Letter of Transmittal, which more fully set forth the
terms and conditions of the tender offer and consent solicitation.

Holders who properly tender and deliver valid consents to the
proposed amendments at or prior to 5:00 p.m., New York City time,
on June 2, 2006, unless extended will be eligible to receive the
total consideration for the Notes.  The "Total Consideration" for
the Notes will be determined in accordance with the formula set
forth in the Offer to Purchase, pricing to the earliest redemption
date at a fixed spread of 50 basis points over the bid side yield
on the 3-3/8% U.S. Treasury Note due Dec. 15, 2008.  The Total
Consideration includes a consent payment equal to $50 per $1,000
principal amount of tendered Notes.  The price is expected to be
determined at 5:00 p.m., New York City time, on June 2, 2006,
unless extended.

Holders who validly tender Notes after the Consent Expiration
Date, but on or prior to midnight, New York City time, on
June 16, 2006, will be eligible to receive the Total Consideration
for the Notes less the Consent Payment.  In addition, Holders who
validly tender and do not validly withdraw their Notes in the
tender offer will also be paid interest from, and including, the
relevant previous interest payment date up to, but not including,
the Settlement Date.

The tender offer expires at midnight, New York City time, on
June 16, 2006, unless extended.  The Total Consideration or Offer
Consideration, as applicable, will be payable to holders on the
Settlement Date.  The Company expects the Settlement Date to occur
promptly following the acceptance for purchase of Notes validly
tendered in the offer and satisfaction of the other conditions to
the Offer to Purchase.

Holders may withdraw their tenders and revoke their consents at
any time prior to the Consent Expiration Date.  Holders who wish
to tender their Notes on or prior to the Consent Expiration Date
must consent to the proposed amendments and Holders may not
deliver consents without tendering their related Notes.  Holders
may not revoke consents without withdrawing the Notes tendered
pursuant to the tender offer.

The Offer to Purchase contains several conditions, including but
not limited to, the receipt of valid consents from holders of a
majority in principal amount of the outstanding notes and the
concurrent completion of a recapitalization, which includes the
execution of a new senior secured credit facility.  If any of the
conditions are not satisfied or waived, the Company is not
obligated to accept for payment, purchase or pay for, and may
delay the acceptance for payment of, any tendered notes, and may
even terminate the tender offer.

Merrill Lynch & Co. is acting as the sole Dealer Manager and
Solicitation Agent for the tender offer and the consent
solicitation.  The Information Agent is Global Bondholder Services
Corporation.  Requests for documentation should be directed to:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774 (for banks and brokerage firms)
     Toll Free (866) 470-4300

Questions regarding the tender offer and consent solicitation
should be directed to:

     Merrill Lynch & Co.
     Telephone (212) 449-4914
     Toll Free (888) ML4-TNDR

           About Bombardier Recreational Products Inc.

Based in Valcourt, Quebec, Bombardier Recreational Products Inc.
-- http://www.brp.com/-- a privately-held company, is a world
leader in the design, development, manufacturing, distribution and
marketing of motorised recreational vehicles.  The Company's
portfolio of brands and products includes: Ski-Doo(R) and Lynx(TM)
snowmobiles, Sea-Doo(R) watercraft and sport boats, Johnson(R) and
Evinrude(R) outboard engines, direct injection technologies such
as Evinrude E-TEC(R), Can-Am(TM) all-terrain vehicles, Rotax(R)
engines and karts.

Bombardier Recreational Products Inc.'s 8-3/8% Senior Subordinated
Notes carry Moody's Investors Service's B3 rating and Standard &
Poor's B rating.


BUFFALO COAL: Section 341(a) Meeting Scheduled for June 15
----------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
Buffalo Coal Company, Inc.'s creditors at 11:00 a.m., on June 15,
2006, at the U.S. Bankruptcy Court -- Divisional Office, Northern
District of West Virginia, 324 West Main Street -- Edel Building
in Clarksburg, West Virginia.  This is the first meeting of
creditors required under Section 341(a) of the Bankruptcy Code in
all bankruptcy cases.

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

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $119,323,183 and total debts of $105,887,321.


CARDSYSTEMS SOLUTIONS: Creditors Meeting Scheduled for July 13
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of
Cardsystems Solutions, Inc.'s creditors at 10:30 a.m., on July 13,
2006, at the U.S. Trustee Meeting Room, James A. Walsh Court, 38-S
Scott Ave., St 140 in Tucson, Arizona.  This is the first meeting
of creditors required under Section 341(a) of the Bankruptcy Code
in all bankruptcy cases.

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

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. --
http://www.cardsystems.com/-- is a subsidiary of the electronic
payment solutions company Pay By Touch Payment Solutions, LLC --
http://www.paybytouch.com/Pay By Touch is a global leader of
biometric authentication, loyalty & membership, and provides
convenient and secured payment electronic transactions for
businesses and consumers.  The Company filed for bankruptcy
protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy protection, it disclosed assets
amounting to $13,087,515 and debts totaling $23,860,343.


CATHOLIC CHURCH: Portland Hires NERA as Economic Consultants
------------------------------------------------------------
The Hon. Elizabeth L. Perris of the U.S. Bankruptcy Court for the
District of Oregon authorized the Archdiocese of Portland in
Oregon to employ the National Economic Research Associates, Inc.,
as its economic consultant.

NERA's compensation will be subject to application and Court
approval.  NERA will be entitled to seek compensation as an
authorized professional pursuant to all previous order entered by
the Court, provided that the firm must comply with any requirement
in those orders regarding disclosing ability to repay if fees are
not ultimately approved.

As reported in the Troubled Company Reporter on May 4, 2006,
Frederic C. Dunbar, one of NERA's principals, will work on the
Archdiocese's claims estimation.

NERA and Dr. Dunbar will also provide professional services with
respect to related issues regarding the proposal, confirmation,
and implementation of a plan of reorganization.

NERA's professionals will be paid at its customary hourly rates in
effect at the time services are performed.  The currently hourly
rates are:

          Professional               Hourly Rate
          ------------               -----------
          Fred Dunbar                   $585
          Jan Larsen                    $275
          Qian Li                       $210
          Prem Neupane                  $160

NERA's services will be billed as an administrative expense
against the Archdiocese.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENVEO CORP: Commences Tender Offer for $350MM of 9-5/8% Sr. Notes
------------------------------------------------------------------
Cenveo, Inc.'s wholly owned subsidiary, Cenveo Corporation, a
Delaware corporation, commenced a cash tender offer for any and
all of the Company's outstanding $350,000,000 aggregate principal
amount of 9-5/8% Senior Notes due 2012 (CUSIP No. 56032EAD5).

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on June 1, 2006 unless extended will be calculated
based on the present value on the initial payment date of the
sum of $1,048.13 (the redemption price for the Notes on
March 15, 2007, which is the earliest redemption date for the
Notes) plus interest payments through March 15, 2007, determined
using a discount factor equal to the yield on the Price
Determination Date  of the 3-3/8% U.S. Treasury Note due
February 28, 2007 plus a fixed spread of 50 basis points.

The Company expects that the Price Determination Date will be
2:00 p.m., New York City time, on June 9, 2006 (unless the Company
extends the tender offer prior to the Price Determination Date, in
which case such date will be the tenth business day prior to
expiration of the tender offer).  Holders who validly tender their
Notes by the Consent Payment Deadline will receive payment on or
about the initial payment date, which is expected to be on or
about June 16, 2006.

In connection with the tender offer, the Company is soliciting
consents to proposed amendments to the indenture governing the
Notes, which would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.  The
Company is offering to make a consent payment of $30.00 per $1,000
principal amount of Notes to holders who validly tender their
Notes and deliver their consents on or prior to the Consent
Payment Deadline.  Holders may not tender their Notes without
delivering consents, and may not deliver consents without
tendering their Notes.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on June 22, 2006, unless extended or earlier
terminated.  However, no consent payments will be made in respect
of Notes tendered after the Consent Payment Deadline.  Holders who
tender their Notes after the Consent Payment Deadline but on or
prior to the expiration date will receive the total consideration
referred to above per $1,000 principal amount of Notes validly
tendered and not withdrawn, less $30.00 per $1,000 principal
amount.  Tendered Notes may not be withdrawn and consents may not
be revoked after the date on which the Company and the trustee for
the Notes execute a supplemental indenture to effect the proposed
amendments to the indenture governing the Notes, which is expected
to be 5:00 p.m., New York City time, on June 1, 2006.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the receipt of debt
financing that, together with balance sheet and/or otherwise
available cash, if necessary, is sufficient to fund the tender
offer and consent solicitation on terms satisfactory to the
Company in its sole discretion and the receipt of tenders from
holders of a majority in principal amount of the outstanding
Notes, and satisfaction of customary conditions.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement of the Company dated May 18, 2006, copies
of which may be obtained by contacting the information agent for
the offer:

     D.F. King and Co., Inc.
     Telephone (212) 269-5550 (collect)
     Toll Free (888) 542-7446

Banc of America Securities LLC and Wachovia Securities are the
dealer managers and solicitation agents for the tender offer and
consent solicitation.  Additional information concerning the
tender offer and consent solicitation may be obtained by
contacting:

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

                  or

     Wachovia Securities
     Liability Management Group
     Telephone (704) 715-8341 (collect)
     Toll Free (866) 309-6316

Headquartered in Stamford, Connecticut, Cenveo Corporation --
http://www.cenveo.com/-- is one of North America's leading
providers of print and visual communications, with one-stop
services from design through fulfillment.  The company's broad
portfolio of services and products include commercial printing,
envelopes, labels, packaging and business documents delivered
through a network of production, fulfillment and distribution
facilities throughout North America.

                         *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Moody's Investors Service affirmed Cenveo Corporation's B1
Corporate Family rating; Ba3 rating of $300 million Senior Secured
Credit Facility, due 2008; B1 rating of $350 million 9-5/8% Senior
Unsecured Notes, due 2012; and B3 rating of $320 million 7 7/8%
Senior Subordinated Notes, due 2013.

The rating outlook is changed to negative from stable.


COIN BUILDERS: Files Ch. 11 Plan of Reorganization in W.D. Wis.
---------------------------------------------------------------
Coin Builders, LLC, delivered to the U.S. Bankruptcy Court for the
Western District of Wisconsin its chapter 11 plan of
reorganization and the disclosure statement explaining that plan
on May 16, 2006.  The Debtor's plan filing came a few days after
its Official Committee of Unsecured Creditors sought for
conversion of the case to a chapter 7 liquidation proceeding.

                        Terms of the Plan

The Debtor proposes to pay Wood County National Bank, a secured
creditor, together with interest at the contractual rate, at
$10,000 per month on the third day of each month until paid in
full.  The Debtor owes the Bank $650,000, as of March 1, 2006.
Wood County National Bank will retain its lien; provided, however,
that the debtor may return medallions to creditors or provide for
the sale and segregation of proceeds of these medallions.  The
medallions promote athletes in basketball, baseball and football.
Coin Builders was provided with an exclusive national distribution
contract for these medallions.

Holders of unsecured claims with claims arising from medallion
sales or returns may elect to:

   (a) accept the same dollar amount of medallions as they had
       returned or sold in full satisfaction of their claims.
       This return would take place within 30 days after the
       effective date of the plan.

       Claims, which had violated the return policy, including
       those that had failed to properly market the medallions and
       those that had failed to pay according to the business
       terms for those medallions, will simply have their
       medallions for which payment had been made, returned.  No
       credit is allowable for these creditors.

   (b) allow Coin Builders LLC to repackage and sell the
       medallions and place the proceeds in a segregated fund.
       From this fund, the costs of the repackaging and sale would
       be deducted, including shipping costs and tax.  The balance
       from that sale would be available for distribution on a
       pro-rata basis to all medallion creditors.  Distributions
       would take place after the sum of $10,000 had been
       accumulated in the account, but no more frequently than on
       a quarterly basis.  This program will terminate after five
       years.  No other distribution shall be made on account of
       these claims other than the monies derived from the
       segregated fund established.

       Creditors making this election should realize that there
       are 4,678,941 medallions currently in inventory at a
       suggested retail price value of $2.99 per medallion for a
       total retail value of $13,990,034.  The inventory levels
       will be reduced by the return of medallions to creditors
       electing to receive a return of the medallions in lieu of
       participating in the repack or sale arrangement.  Their
       return under this arrangement would vary based upon the
       success of the repack or sale arrangement and the number of
       creditors choosing to participate in this pool.  Under no
       circumstance will the return the to the creditors under
       this election exceed the amount of their claim plus 5%
       simple interest.

   (c) In the event a creditor does not make an election, the
       creditor will be deemed to have elected the return of
       medallions in complete satisfaction of their claim.

Holders of unsecured claims arising from other than medallion
sales or returns will be paid from sales and profits generated.
This will allow them to recoup 100% of their prepetition claims
over a period of time.  After operating expenses, taxes, and bank
debt retirement, 50% of the net profit after tax of Coin Builders
will be allocated to each creditor based on their prepetition
claim.  This distribution will be made on a quarterly basis, and a
reserve will be held for estimated taxes to the extent that actual
taxes have not yet been calculated for the affected quarter.

Holders of equity interests will retain their stake in the
Company.

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

  http://www.ResearchArchives.com/bin/download?id=060522040837

                        About Coin Builders

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COIN BUILDERS: Committee Wants Ch. 11 Case Converted to Ch. 7
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Coin
Builders, LLC's chapter 11 case asks the United States Bankruptcy
Court for the Western District of Wisconsin to convert the case to
a chapter 7 liquidation proceeding.

Eliza M. Reyes, Esq., at Brenna, Steil & Basting, S.C., in
Madison, Wisconsin, contends that the Debtor's operating reports
indicate a continuing loss to or diminution of the Debtor's
estate.  It is unlikely that the Debtor can rehabilitate its
business, she argues.

Ms. Reyes adds that the Debtor failed to file a plan and
disclosure statement even after seeking for extension of their
exclusive periods twice.

Two weeks after the Committee sought the conversion, the Debtor
filed its plan and disclosure statement.

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COMM 2006-C7: S&P Puts Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2006-C7's $2.4 billion commercial mortgage
pass-through certificates series 2006-C7.

The preliminary ratings are based on information as of
May 19, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

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

   * the liquidity provided by the trustee;

   * the economics of the underlying loans; and

   * the geographic and property type diversity of the loans.

Class A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, and C are
currently being offered publicly.  Standard & Poor's analysis
determined that, on a weighted average basis the pool has:

   * a debt service coverage of 1.33x;
   * a beginning LTV of 102.2%; and
   * an ending LTV of 91.9%.

                  Preliminary Ratings Assigned
                         COMM 2006-C7

                           Preliminary     Recommended credit
      Class    Rating         amount            support
      -----    ------      -----------     ------------------
      A-1      AAA         $90,000,000           30.000%
      A-2      AAA         $107,982,000          30.000%
      A-3      AAA         $40,099,000           30.000%
      A-AB     AAA         $98,832,000           30.000%
      A-4      AAA         $1,052,704,000        30.000%
      A-1A     AAA         $323,552,000          30.000%
      A-M      AAA         $244,739,000          20.000%
      A-J      AAA         $189,672,000          12.250%
      B        AA          $52,007,000           10.125%
      C        AA-         $24,474,000            9.125%
      D        A           $36,711,000            7.625%
      E        A-          $21,414,000            6.750%
      F        BBB+        $30,593,000            5.500%
      G        BBB         $24,474,000            4.500%
      H        BBB-        $30,592,000            3.250%
      J        BB+         $12,237,000            2.750%
      K        BB          $6,118,000             2.500%
      L        BB-         $9,178,000             2.125%
      M        B+          $3,059,000             2.000%
      N        B           $6,119,000             1.750%
      O        B-          $9,177,000             1.375%
      P        NR          $433,652,352           0.000%
      X*       AAA         $2,447,385,352          N/A

      *      Interest-only class with a notional amount
      NR  -- Not rated
      N/A -- Not applicable


COMPACT MANIFOLDS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Compact Manifolds International, Inc.
        104 Row Three
        Lafayette, Louisiana 70508
        Tel: (337) 233-5333

Bankruptcy Case No.: 06-50341

Type of Business: The Debtor manufactures and retails valves and
                  fittings for home and industrial uses.

Chapter 11 Petition Date: May 19, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Thomas E. Schafer, III, Esq.
                  328 Lafayette Street
                  New Orleans, Louisiana 70130
                  Tel: (504) 522-0203
                  Fax: (504) 523-2975

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Technical Control Systems, Inc.         $552,871
c/o Keith M. Borne, Esq.
P.O. Box 435
Lafayette, LA 70502-4305

Quality Construction & Production LLC   $169,114
P.O. Box 1139
Youngsville, LA 70592

New Century Fabricators, Inc.           $162,000
2904 West Old Spanish Trail
P.O. Box 9488
New Iberia, LA 70562-9488

Circor Energy Products                   $89,476
KF Industries, Inc.

Guico Machine Works, Inc.                $70,000

Jim Camel Specialty Co., Inc.            $40,038

USA Fastener Group, Inc.                 $10,568

Diamond Grear Company                     $9,829

Gator Valve                               $8,765

Lormand Manufacturing LLC                 $2,894

Lafayette Threaded Products               $2,075

The Gauge House, LLC                      $2,045

Rodney & Etter, LLC                       $1,300

Sprint                                    $1,200

Saia Motor Freight Line, Inc.             $1,049

Sam Broussard Trucking Co., Inc.            $965

Arsement & Hayes, LLC                       $591

Bellsouth                                   $400

Coastal Supply, Inc.                        $393

Shipping Etc. LLC                           $391


CONTINENTAL AIR: Moody's Places Corporate Family Rating at B3
-------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
rating of Continental Airlines Inc. to SGL-2 from SGL-3.  Moody's
also affirmed Continental's long term debt ratings.  The outlook
is stable.

The upgrade of the SGL reflects a combination of strong
unrestricted cash and short-term investment balances, better than
expected operating cash flow, and the expectation that the
company's improved cash flow generation should maintain its
balance sheet liquidity while covering a meaningful portion of
expected cash demands.

Cash balances have been bolstered by a combination of non-fuel
cost control, access to capital markets and a stronger revenue
environment driven by both volume as well as better yield.

However, cost containment measures have been somewhat offset by
record level fuel costs.  Since only a limited portion of the
company's jet fuel needs are hedged, sustained high fuel expenses
could put pressure on the company's cash flows and profitability.

The SGL-2 rating also considers that Continental has few remaining
assets that could be monetized.  Should operating cash flows
decline, the company has limited options for raising cash as
substantially all of its assets were encumbered as of March 31,
2006, and it has no lines of credit available.

The company could sell its remaining stakes in Copa Airlines Inc.
and ExpressJet Holdings, Inc.; however, sale proceeds would
produce only a minor amount.

Moody's expects that Continental will remain in compliance with
its financial covenants over the next twelve months related to
both its credit card processing agreement and its $350 million
loan secured by the assets of Continental Micronesia, Inc.

The company's sizeable balance sheet cash liquidity is a major
factor for the long term debt ratings, and the SGL-2 rating.
Given Continental's debt maturities, pension contribution
requirements, capital expenditures and possibly rising fuel costs,
the ratings could come under pressure if balance sheet liquidity
or cash flow were to significantly decline from anticipated
levels.

Improving the SGL rating will be dependent on the company's
ability to continue to increase cash flow generation and balance
sheet cash liquidity, continue to reduce costs and achieve steady
profitability.

Continental's B3 Corporate Family Rating and stable outlook
reflects Moody's expectation of continued improvements in
operating performance, financial credit metrics and continued
reduction of non-fuel costs.

Moody's anticipates further growth in the company's cash flows in
FY 2006 which should be sufficient to meet all cash demands
without meaningfully increasing its debt.

Continental Airlines, Inc. is headquartered in Houston, Texas.


COPA CASINO: Moody's Places B3 Rating on $230 Mil. Debt facility
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to first time
issuer Copa Casino of Mississippi, LLC's proposed $230 million
credit facilities consisting of a $185 million senior secured term
loan due 2012 and a $45 million senior secured revolver due 2011,
and a B3 corporate family rating.

The ratings outlook is stable. Proceeds from the term loan, cash
equity, cash flow generated from the initial expansion, and
revolver borrowings will be used to fund the entire refurbishment,
re-branding and expansion of the former Grand Casino Gulfport into
the Gulfport Oasis Casino Resort.  The initial refurbishment is
expected to be completed by September 2006, while an expansion is
slated for completion in March 2007.

The B3 corporate family rating considers:

   (1) development and ramp-up risk related to the issuer's plan
       to refurbish and expand the former Grand Casino Gulfport
       property;
   (2) reliance on cash flow generated from the opening of
       Phase 1 to support completion of Phase 2 and the risk that
       if projected returns from Phase 1 fall short of
       expectations, the project's liquidity position could
       weaken;
   (3) management's limited experience developing and operating a
       hotel and casino property of this size;
   (4) the uncertainty regarding the future growth of the
       Mississippi Gulf Coast market in the aftermath of
       hurricane Katrina; and
   (5) similar to other gaming projects, high leverage during
       the first two years of operations.

Positive ratings consideration is given to Moody's expectation
that the Mississippi Gulf Coast market will recover, adequate
liquidity for the project which includes a funded interest reserve
through April 2007, a 15% budget contingency, and availability
under the proposed $45 million senior secured revolving credit
facility.

The stable rating outlook reflects Moody's view that the
Mississippi Gulf Coast market will recover to at least historic
levels so that the cash flow generated from the opening of Phase 1
together with availability under the revolver will provide
adequate liquidity to complete Phase 2.

Copa Casino of Mississippi, LLC is a 75% owner of, through a
subsidiary company called Gulfside Casino Partnership, the former
Grand Casino Gulfport in Gulfport, Mississippi.  The other 25%
owner of Gulfside is Gulfside Casino, Inc.

Both GCI and Copa have mutual owners. Currently, Copa is in the
process of refurbishing the existing property and re-branding it
as the Gulfport Oasis Casino Resort, which will have 1,020 slot
machines, 14 table games and a 564 room hotel.

Concurrent with the construction of the initial refurbishment, the
company will undergo an expansion of the footprint and create a
casino property with an additional 1,280 slot machines and 36
table games with an expected opening in April 2007.


DANA CORP: Asks Court to Approve Sypris Settlement Agreement
------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Dana Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their settlement agreement with Sypris Solution, Inc.

Debtors Dana Corporation, Torque-Traction Manufacturing
Technologies, LLC, and their nondebtor affiliate, Dana Heavy Axle
Mexico, S.A. de C.V., have been parties to a series of contractual
agreements and amendments with Sypris since 2001.

In 2001, the Dana Companies sold to Sypris their interests in
Marion Forge.  In connection with that transaction, Dana and
Sypris entered into an eight-year supply contract for axle shaft
forgings and ring gear and pinion forgings previously produced by
the Dana Companies at the Marion Forge facility.

In 2003, Sypris purchased the Dana Companies' Morganton, North
Carolina facility.  In conjunction with that transaction, Dana and
Sypris entered into another eight-year supply contract for the
casting products that had previously been produced by the Dana
Companies at that facility.

In 2004, Sypris purchased the Dana Companies' Toluca, Mexico
facility.  In conjunction with this transaction, Dana and Sypris
once again entered into an eight-year supply contract.  Under the
contract, Sypris was to supply Dana with large steer axle beams
and other products.

During the course of their relationship, Dana and Sypris entered
into a number of amendments to the Supply Contracts.  The terms of
the amendments ranged from:

   -- adding additional parts to the Supply Contracts and
      establishing the prices of the added parts; to

   -- extending the term of the Marion Supply Contract through
      December 2014.

Through the Supply Contracts, Sypris is Dana's single largest
component supplier, accounting for over $120,000,000 in purchases
for 2005, Corinne Ball, Esq., at Jones Day, in New York, relates.

            Temporary Payment Assurances Agreement

In 2005, Sypris began to express concerns to Dana about its
financial position.  Based on those concerns, on December 15,
2005, the parties entered into a Temporary Payment Assurances
Agreement.

The TPAA was to run from December 19, 2005 through April 18, 2006
-- the probationary period -- subject to renewal for subsequent
120-day periods.

The critical terms of the TPAA include:

   a. for the duration of the Probationary Period, Dana would pay
      Sypris on a weekly basis by ACH Transfer;

   b. Sypris agreed not to suspend Dana's trade credit before
      its Second Event of Default, which was Dana's failure to
      pay any invoice in accordance with Sypris' books and
      records within 45 days of the invoice date;

   c. any default of the TPAA would automatically extend the
      Probationary Period by 120 days; and

   d. Sypris agreed to provide Dana with weekly invoice registers
      and work in good faith with Dana to resolve any disputes.

In February 2006, disputes between the parties arose regarding
Sypris' claims that Dana had committed both a First and Second
Event of Default under the TPAA.  To temporarily resolve the
outstanding disputes, in mid-February, Dana agreed to a reduction
in payment terms from 62 days to 45 days.

On March 2, 2006 -- the day before the Petition Date -- Sypris
announced that it was eliminating all trade credit to Dana, and
unless Dana agreed to pay for Parts on "cash-in-advance" terms,
Sypris would not ship products to Dana's facilities.  Sypris
continued its refusal to supply Dana with Parts.

Accordingly on March 6, 2006, the Debtors filed a notice of
repudiating vendor with respect to Sypris.  The Court conducted a
hearing on the notice and the Debtors' oral motion for a temporary
restraining order.  Under an agreed TRO, the Court required
Sypris, among other things, to restore the 45-day credit terms.

               Other Disputes Between the Parties

Owing to the unique "buy-sell" relationship that exists between
the Dana Companies and Sypris under the Supply Contracts, Dana was
indebted to Sypris for approximately $22,000,000 in
prepetition deliveries of goods and services

Sypris was also indebted to Dana in excess of $12,000,000 for
prepetition deliveries of goods and services.

Owing to the complex set-off and recoupment issues raised by the
parties' various relationships, the parties could not reach
consensus on the validity or scope of those rights, Ms. Ball tells
Judge Lifland.

On April 27, 2006, Sypris filed a notice of its intent to
implement certain of the proposed set-offs and recoupments.

Furthermore, the parties have disagreed regarding the purchase of
materials to be used in the production of Parts at Sypris'
Morganton facility.  While Sypris had historically purchased these
materials from Dana's suppliers -- as opposed to the Marion
Facility where Dana itself continued to purchase the materials
after the sale of its facility to Sypris -- Sypris asserted that
its payment of its own material suppliers somehow impacted the
parties' relationship, Ms. Ball informs the Court.

                      Settlement Agreement

Recognizing the risks and costs associated with protracted
litigation, the Dana Companies and Sypris negotiated a framework
for the resolution of their disputes.  As the parties were not
able to bring those matters to a close, they engaged the
assistance of the former bankruptcy judge James Garrity to serve
as mediator.

On May 10, 2006, the parties reached a final agreement.  The key
terms of the parties' settlement agreement are:

   a. Sypris and Dana will commit to supply each other with Parts
      and raw materials pursuant to the Supply Contracts.  Dana
      will pay Sypris for Parts and Materials on 44-day ACH
      payment terms for goods purchased in the United States and
      on 20-day ACH payment terms for goods purchased in Mexico.
      Sypris will continue to pay Dana for Parts and Materials
      purchased from Dana on 59-day payment terms;

   b. The TPAA will be superseded by the Settlement Agreement,
      and Dana will release Sypris from any claims relating to
      actions taken by Sypris pursuant to the TPAA;

   c. Dana will assume the responsibility for purchasing
      materials for Sypris' Morganton facility, and the parties
      will use good faith efforts to facilitate the transfer of
      this function by May 15, 2006;

   d. Dana will pay Sypris $9,200,000 representing a partial
      payment of Sypris' administrative claim under Section
      503(b)(9) of the Bankruptcy Code.  The remainder of the
      claim will be paid after a reconciliation of the parties'
      books and records, and if necessary, an arbitration of
      those amounts;

   e. In the event of any insolvency, bankruptcy or liquidation
      of Dana Heavy Axle, Sypris will be entitled to
      administrative expense claim against the estates of Dana
      and TT Manufacturing for amounts owed by Dana Heavy Axle;

   f. Subject to the parties' reconciliation, Dana would agree
      that Sypris has valid and enforceable set-off or recoupment
      rights with respect to those amounts owed by Sypris to Dana
      for materials purchased prior to the Petition Date.  After
      reconciliation, any additional amounts due and owing to or
      from Dana will be paid within five days, provided that any
      disputes regarding those amounts will be subject to binding
      arbitration; and

   g. The parties agree to default, notice and remedy provisions,
      and alternative dispute resolution procedures.

                      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. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DENNY'S CORP: March 29 Balance Sheet Upside-Down by $260 Million
----------------------------------------------------------------
Denny's Corporation filed its financial statements for the quarter
ended March 29, 2006, on Form 10-Q with the Securities and
Exchange Commission on May 8, 2006.

The Company reported a $712,000 of net income on $247,985,000 of
revenues for the three months ended March 29, 2006.

At March 29, 2006, the Company's balance sheet showed $504,981,000
in total assets and $765,658,000 in total liabilities resulting in
a stockholders' deficit of $260,677,000.

The Company's working capital deficit was $74.9 million at March
29, 2006 compared with $85.6 million at Dec. 28, 2005.

Full-text copies of the Company's financial statements for the
quarter ended March 29, 2006, is available at no charge at:

               http://ResearchArchives.com/t/s?98c

Headquartered in Spartanburg, South Carolina, Denny's Corporation
-- http://www.dennys.com/-- is America's largest full-service
family restaurant chain, consisting of 543 company-owned units and
1,035 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.


DURATEK INC: Earns $3.2 Million in Three Months Ended March 31
--------------------------------------------------------------
Duratek, Inc., filed its financial statements for the quarter
ended March 31, 2006, on Form 10-Q, with the Securities and
Exchange Commission on May 8, 2006.

The Company reported $3,232,000 of net income on $73,437,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $257,210,000
in total assets and $163,563,000 in total liabilities resulting in
a stockholders' equity of $93,647,000.

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?98e

Headquartered in Columbia, Maryland, Duratek, Inc. --
http://www.duratekinc.com/-- provides radioactive materials
disposition and nuclear facility operations for commercial and
government customers.  The Company offers technologies, services
and experience to safely, cost-effectively and securely handle
radioactive materials disposition and environmental remediation.

                         *     *     *

Standard & Poor's Ratings Services placed its ratings on Duratek
Inc. on CreditWatch with negative implications, including the
'BB-' corporate credit rating in February 2006.

Moody's Investors Service also affirmed the ratings of Duratek,
Inc., following Feb. 7, 2006's announcement of a definitive merger
agreement providing for the acquisition of Duratek by
EnergySolutions, formerly known as Envirocare of Utah, LLC.
Moody's affirmed the B1 rating on the $30 million secured
revolving credit facility due 2008; B1 rating on the $69 million
secured term loan B due 2009; and B1 Corporate Family Rating. The
ratings outlook remains stable.


EASY GARDENER: Gets Court's Final Nod on $30 Million DIP Loan
-------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware gave Easy Gardener Products, Ltd., and its debtor-
affiliates permission, on a final basis basis, to obtain
postpetition secured loans of up to $30 million from LaSalle
Business Credit LLC and LaSalle Bank National Association.

The Debtors will use the proceeds of the LaSalle loans to:

   * pay their vendors and employees;
   * buy materials; and
   * maintain their business operations without interruption.

                      Use of Cash Collateral

Pursuant to the Court's final order, the Debtors are also
authorized to use cash collateral securing repayment of their
prepetition obligations to LaSalle and CapitalSource Finance LLC.

CapitalSource holds a $18.6 million secured claim against the
Debtors' assets pursuant to a Term Loan and Security Agreement
signed on  Oct. 29, 2003.

To the extent that there is a diminution in the value of
CapitalSource's prepetition term loan collateral, including, but
not limited to the Term Loan Lender's cash collateral, resulting
from any loss in market value, the Debtors grant CapitalSource:

     i) replacement liens and security interests on all of thier
        assets; and

    ii) a superpriority administrative expense claim, provided
        that all liens, security interest and superpriority
        administrative expense claims granted to CapitalSource are
        junior and subordinate to LaSalle's liens and rights.

As adequate protection of its interests, the Debtors grant LaSalle
a fully perfected first priority priming lien and security
interest, senior to any and all liens or interests, on all of
their assets.

Easy Gardener Products, Ltd. -- http://www.easygardener.com/--  
manufactures and markets a broad range of consumer lawn and garden
products, including weed preventative landscape fabrics,
fertilizer spikes, decorative landscape edging, shade cloth and
root feeders, which are sold under various recognized brand names
including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and
Ross.  The Company and four of its affiliates filed for bankruptcy
on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
represent the Debtors in their restructuring efforts.  Joel A.
Waite, Esq., and M. Blake Cleary, Esq., at Young Conaway Stargatt
& Taylor, LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they reported
assets amounting to $103,454,000 and debts totaling $107,516,000.


EASY GARDENER: Committee Wants to Hire Young Conaway as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Easy Gardener Products, Ltd., and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware for permission to hire Young Conaway Stargatt & Taylor,
LLP, as its counsel.

The Committee believes that Young Conaway is qualified to
represent it in an efficient and competent manner.  Young
Conaway's services will include:

   (a) assisting and advising the Committee in its consultation
       with the Debtors and the United States Trustee relative to
       the administration of the Debtors' chapter 11 cases;

   (b) reviewing, analyzing and responding to pleadings filed with
       the Court by the Debtors and other parties and
       participating in hearing in those pleadings;

   (c) assisting and advising the Committee in its examination and
       analysis of the conduct of the Debtors' affairs and
       financial condition;

   (d) assisting the Committee in the review, analysis and
       negotiation of the disclosure statement and accompanying
       plans of reorganizations and any asset distribution
       proposal or sale pleadings that may be filed;

   (e) taking all necessary action to protect the rights and
       interests of the Committee, including, but not limited to:

         (i) possible prosecution of actions on its behalf;

        (ii) if appropriate, negotiations concerning all
             litigations in which the Debtors are involved;

       (iii) if appropriate, review and analysis of claims filed
             against the Debtors' estates;

   (f) representing the Committee in connection with the exercise
       of its powers and duties under the Bankruptcy code and in
       connection with the Debtors' chapter 11 cases;

   (g) preparing on behalf of the Committee all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee;

   (h) assisting the Committee in the review, analysis and
       negotiation of any financing arrangements; and

   (i) performing all other necessary legal services in connection
       with the Debtors' chapter 11 cases.

M. Blake Cleary, Esq., a partner at the firm, discloses to the
Court that he charges $425 per hour for his services.   He added
that other lawyers serving in the Debtors' cases charge these
rates.

         Joel A. Waite                     $500
         Edward J. Kosmowski               $365
         Sanjay Bhatnagar                  $215
         Melissa Bertsh                    $115

Mr. Cleary assures the Court that his firm and its professionals
do not hold material interest adverse to the Debtors' estates and
are "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Easy Gardener Products, Ltd. -- http://www.easygardener.com/--  
manufactures and markets a broad range of consumer lawn and garden
products, including weed preventative landscape fabrics,
fertilizer spikes, decorative landscape edging, shade cloth and
root feeders, which are sold under various recognized brand names
including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and
Ross.  The Company and four of its affiliates filed for bankruptcy
on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they reported assets amounting to
$103,454,000 and debts totaling $107,516,000.


EDISON MISSION: S&P Rates Proposed $1 Billion Senior Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Edison Mission Energy's proposed $1 billion senior notes, due 2013
and 2018.

Standard & Poor's also affirmed its 'B+' corporate credit ratings
on EME and its wholly owned subsidiary Edison Mission Marketing
and Trading.  The outlook is positive.

As of March 31, Irvine, California-based EME had $4.3 billion
of recourse debt, including a $1.4 billion guarantee of the
termination value of the Powerton/Joliet operating leases.  In
addition to the debt at EME, direct owner Mission Energy Holding
Co. currently has $800 million of debt.

The ratings on EME and its direct owner, MEHC, reflect the credit
quality of the distributable cash flow from a portfolio of
generating assets.  The rating also takes into account the
financial risk of double and triple leverage at EME and MEHC,
respectively.

EME, an indirect, wholly owned subsidiary of Edison International,
is an independent power producer with an ownership or leasehold
interest in 20 operating power plants, of which EME's share of
capacity is 9,066 MW.  EME also owns EMMT, a power marketing and
trading subsidiary and several other rated subsidiaries.

MEHC is a holding company that owns all of the stock of EME.

The positive outlook on EME reflects Standard & Poor's expectation
that the financial position of the company and its major
subsidiaries will improve, once the proposed tender and
refinancing is completed.  The proposal mitigates the refinancing
risk at EME, while adding substantial liquidity so the company can
expand its hedging activities.

Although it is Standard & Poor's view that EME's financial risk
has stabilized, any significant, sustained reduction in cash flow
from operations from adverse business conditions at the merchant
assets may cause the outlook to be revised or the rating lowered.
The current rating also anticipates that sufficient cash on hand
will be retained and used to fully repay the MEHC debt and that
Homer City Funding LLC successfully finances the necessary
pollution control equipment.  If wholesale markets remain strong,
EME successfully pays down the MEHC debt, and diversifies its
portfolio, the ratings could improve.


EL POLLO: Moody's Rates Proposed $200 Million Debt Facility at B1
-----------------------------------------------------------------
Moody's Investors Service upgraded El Pollo Loco, Inc.'s corporate
family rating to B1 from B3 and assigned B1 ratings to the
company's proposed $200 million senior secured credit facility
following the company's proposed initial public offering of shares
of its common stock and planned refinancing of its existing debt.
At the same time, the SGL-2 Speculative Grade Liquidity rating was
affirmed. The outlook remains stable.

The upgrade of the corporate family rating reflects the expected
material reduction in leverage with debt-to-EBITDA declining from
over 7 times at March 31, 2006 to approximately 5.4 times after
the application of 100% of the expected IPO proceeds to reduce
debt.

In addition, the continuation of strong same store sales growth
and the company's steady progress in expanding beyond its core
market of southern California further support the B1 rating.

Moody's previous rating action on El Pollo was November 1, 2005
when a B3 corporate family rating was assigned following Trimaran
Capital Partners' proposed leveraged buyout of the company from
American Securities Capital Partners.

In conjunction with that recapitalization, Moody's assigned a B3
rating to the proposed senior secured credit facility and a Caa1
rating to the proposed senior unsecured notes.  A SGL-2
Speculative Grade Liquidity rating was also assigned at that time.

Rating upgraded with a stable outlook:

   * Corporate family rating to B1 from B3

Ratings assigned with a stable outlook:

   * B1 for the $175 million proposed senior secured term loan
     maturing in 2013
   * B1 for the $25 million proposed senior secured revolver
     maturing in 2012

Ratings affirmed:

   * Speculative Grade Liquidity rating of SGL-2
   * B3 for the $104.5 million senior secured term loan maturing
     in 2011
   * B3 for the $25 million senior secured revolver maturing in
     2010
   * Caa1 for the $123.4 million senior unsecured notes maturing
     in 2013

Moody's expects to withdraw El Pollo's existing debt ratings which
include the $104.5 million senior secured term loan B, the $25
million senior secured revolver and the $123.4 million senior
unsecured notes upon the successful completion of the tender
offers for these securities.

El Pollo Loco Inc, headquartered in Irvine, California, is a
leading quick-service restaurant chain specializing in flame-
grilled chicken and other Mexican-inspired entrees.

The company operated or franchised 340 restaurants at March 31,
2006 with locations primarily around Los Angeles and throughout
the Southwest.  Revenues for fiscal 2005 totaled $237 million.


EL POLLO: S&P Assigns B+ Rating to Planned $200 Million Bank Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services expects to raise its corporate
credit rating on Irvine, California-based El Pollo Loco Inc. to
'B+' from 'B' upon the successful completion of the company's
planned IPO.  The outlook will be stable.

Ratings on El Pollo remain on CreditWatch, where they were placed
with positive implications on May 9, 2006, after the company
announced plans for a $135 million IPO.

Standard & Poor's also assigned a 'B+' rating, same as the
expected corporate credit rating, to the company's planned
$200 million senior secured bank loan.  A recovery rating of
'2' is also assigned to the loan, indicating the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

Proceeds from the IPO and bank loan will be used to repay debt,
including the current bank loan, redeem notes, and pay a fee to
Trimaran Capital to terminate its management agreement.

"The expected upgrade will be based on reduced leverage, as total
debt to EBITDA will decrease to about 5.5x from about 7.0x," said
Standard & Poor's credit analyst Robert Lichtenstein.

The ratings on El Pollo Loco reflect:

   * the company's small size in the highly competitive quick-
     service sector of the restaurant industry;

   * regional concentration;

   * reliance on a primary product; and

   * a still-highly leveraged capital structure.

El Pollo Loco is a small player in the highly competitive
quick-service chicken sector of the restaurant industry.


EQUITY ONE: S&P Affirms One Security Class Rating at BB+
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
M-1 mortgage-backed securities issued by Equity One Mortgage
Pass-Through Trust 2002-5.

At the same time, ratings are affirmed on 103 classes from various
Equity One Mortgage Pass-Through Trust transactions.

The raised rating is based on good pool performance and the fact
that the M-1 certificates are now the most senior certificates in
the transaction.  If performance deteriorated and a trigger event
occurred, class M-1 would be in position to receive all principal
payments.  Currently there are no trigger events in effect, so the
overcollateralization and subordination levels are stepping down.

As of the April 2006 distribution date, projected credit support
was 3.14x the credit support associated with the higher rating.
The higher support percentage is a result of the shifting interest
feature of the transaction.  Cumulative losses currently are 1.43%
of the original pool balance, and 90-plus-day delinquencies are
16.37% of the current pool balance.

The affirmations on the non-bond-insured transactions reflect
sufficient credit support to maintain the current ratings.  The
90-plus-day delinquency levels (including REOs and foreclosures)
in these pools range from 4.35% to 19.38% of the current pool
balances, and cumulative net losses range from 0.13% to 2.25%
of the original pool balances.  The rating affirmations on the
bond-insured transactions are based on the 'AAA' financial
strength rating of Ambac Assurance Corp.

Credit support for all of these transactions is provided through
a combination of subordination, excess interest, and
overcollateralization.  Series 1999-1, 2000-1, 2001-1, 2001-2,
2001-3, and 2002-2 have additional support through the bond
insurance policies provided by Ambac.

The underlying collateral for these transactions consists
primarily of fixed- and adjustable-rate 30-year mortgages on one-
to four-family homes.  The loans were originated or purchased by
Equity One Inc. or its affiliates in accordance with guidelines
that target borrowers with less-than-perfect credit histories.

The guidelines are intended to assess both the borrower's ability
to repay the loan and the adequacy of the value securing the
mortgaged property.

                             Rating Raised

               Equity One Mortgage Pass-Through Trust

                             Rating

                 Series     Class     To     From
                 ------     -----     --     ----
                 2002-5      M-1      AA+     AA

                           Ratings Affirmed

         Series      Class                       Rating
         ------      -----                       ------
         1999-1      A*                          AAA
         2000-1      A-5*, A-6*                  AAA
         2001-1      A*, A-IO*                   AAA
         2001-2      AF-4*, AV-1*                AAA
         2001-3      AF-3*, AF-4*, AV-1*         AAA
         2002-1      AF-2*, AV-1                 AAA
         2002-1      M-1                         AA
         2002-1      M-2                         A
         2002-1      B                           BBB
         2002-2      AF-3*, AF-4*, AV-1*         AAA
         2002-3      AF-4, AV-1                  AAA
         2002-3      M-1                         AA
         2002-3      M-2                         A
         2002-3      B-1                         BBB+
         2002-3      B-2                         BBB
         2002-4      AF-4, AV-1A*, AV-1B         AAA
         2002-4      M-1                         AA
         2002-4      M-2                         A
         2002-4      B                           BBB
         2002-5      M2                          A
         2002-5      B                           BBB
         2003-1      AF-4, AV-1A, AV-1B          AAA
         2003-1      M-1                         AA
         2003-1      M-2                         A
         2003-1      B                           BBB
         2003-2      AF-4, AF-5, AV-1            AAA
         2003-2      M-1                         AA
         2003-2      M-2                         A
         2003-2      M-3                         BBB+
         2003-3      AF-2, AF-3, AF-4, AV-1      AAA
         2003-3      M-1                         AA
         2003-3      M-2                         A
         2003-3      M-3                         BBB+
         2003-4      AF-3, AF-4, AF-5            AAA
         2003-4      AF-6, AV-1, AV-2            AAA
         2003-4      M-1                         AA
         2003-4      M-2                         A
         2003-4      M-3                         A-
         2003-4      M-4                         BBB+
         2003-4      B-1                         BBB
         2003-4      B-2                         BBB-
         2004-1      AF-2, AF-3, AF-4, AF-5      AAA
         2004-1      AF-6, AV-1, AV-2            AAA
         2004-1      M-1                         AA
         2004-1      M-2                         A
         2004-1      M-3                         A-
         2004-1      M-4                         BBB+
         2004-1      B-1                         BBB
         2004-1      B-2                         BBB-
         2004-2      AF-1, AF-2, AF-3, AF-4      AAA
         2004-2      AF-5, AF-6, AV-1, AV-2      AAA
         2004-2      M-1                         AA
         2004-2      M-2                         A
         2004-2      M-3                         A-
         2004-2      M-4                         BBB+
         2004-2      B-1                         BBB
         2004-2      B-2                         BBB-
         2004-3      AF-1, AF-2, AF-3, AF-4      AAA
         2004-3      AF-5, AF-6, AV-1, AV-2      AAA
         2004-3      M-1                         AA
         2004-3      M-2                         A
         2004-3      M-3                         A-
         2004-3      M-4                         BBB+
         2004-3      B-1                         BBB
         2004-3      B-2                         BBB-
         2004-3      B-3                         BB+

                         * Bond-insured


EXCO RESOURCES: Moody's Lowers Corp. Family Rating to B2 from B1
----------------------------------------------------------------
Moody's Investors Service downgraded EXCO Resources, Inc.'s
ratings, moving its Corporate Family Rating from B1 to B2 and its
senior unsecured note rating from B2 to B3.  The rating outlook is
stable.

This concludes a review for downgrade begun on August 29, 2005
when, after having sold its Canadian reserves at for a peak price
and continuing its ongoing evaluation of strategic alternatives,
EXCO formally announced a long series of strategic moves that
Moody's expected to wind up in the B2 or B1 corporate family
rating range.

EXCO continues to evaluate frequent acquisition packages and the
formation of a master limited partnership with certain of its
reserves.  Now that EXCO has presented its actual and pro-forma
reserve data and first quarter 2006 numbers, it is clear that it
will remain much too leveraged and much too active to warrant a B1
corporate family rating.

The stable rating outlook could be quickly affected to the
downside if leverage escalates with acquisitions to levels not
compatible with the rating and if sequential quarter operating
results do not reasonably conform to EXCO's expectations.

Moody's will track overall sequential quarter operating results
and management's ability to grow at costs, margins, and leverage
suitable to the ratings.

The outlook could also be negatively affected if EXCO spun-off
assets into an MLP and used proceeds buyback stock in proportions
incompatible with the ratings.  The outlook could firm if
performance meets expectations.  To firm the ratings, EXCO's
performance will need to reasonably meet expectations while
leverage would need to rise only moderately through potential
leveraged acquisitions.

In the last 16 months, EXCO sold its Canadian reserves, executed a
management-led buyout of its former private equity group, executed
a highly leveraged acquisition, built a still larger business base
with several smaller acquisitions, and executed its initial public
offering this year.

It emerges with high leverage on proven developed reserves, an
aggressive acquisition posture, the intention to fund acquisitions
with bank debt until its current large undrawn bank borrowing base
is fully borrowed and therefore driving leverage still higher, a
potential further restructure by spinning off its Appalachian
reserves into an MLP within the next twelve months, and
considerable uncertainty about the underlying performance of its
large proportion of newly acquired properties, paid for at up-
cycle prices.

Nevertheless, Moody's believes EXCO management, while aggressive
and always strategically active, is seasoned and likely to
navigate such waters in a manner that will weigh the risks of
cyclical oil and natural gas prices, over-paying and over-
leveraging acquisitions, and running too long with a heavy capital
structure reliance on comparatively volatile bank borrowing base
debt.

In October 2005, management conducted a $699.3 million equity
buyout funded by a $350 million interim bank loan, $183.1 million
of new private equity financing, and the exchange by management
and other stockholders of EXCO Holdings capital stock for $166.9
of the new Holdings II common stock.

Holdings II was subsequently merged into EXCO Holdings. In late
September prior to the buyout, an affiliate of EXCO, TXOK
completed the acquisition of ONEOK Energy for $642.9 million
funded through $20 million in private debt financing, the issuance
of $150 million of TXOK preferred stock to BP EXCO Holdings LP,
$308 million of borrowings under the TXOK Credit facility and $200
million of borrowings under a TXOK term loan.

EXCO recently completed a $662 million IPO with proceeds used to
repay the $350 million interim bank loan, fund the $150 million
redemption of TXOK preferred stock, and repay part of the TXOK
credit facility and the entire TXOK term loan.  Immediately prior
to the IPO, EXCO Holdings was merged into EXCO Resources.  With
the completion of the IPO and the redemption of the $150 million
of TXOK preferred stock, EXCO Holdings was merged into EXCO
Resources and TXOK became a wholly-owned subsidiary of EXCO
Resources.

Per Moody's global ratings methodology for independent exploration
and production firms, on historic pro-forma estimates, EXCO's
operating, financial, and strategy profile maps to a weak B1
corporate family rating.

However, it achieved the B1 mapping solely due to the effect of
very high but cyclical natural gas prices that have subsequently
fallen substantially.  Otherwise, its production scale,
diversification, leverage, and full-cycle cost structure combine
to map to a B2 corporate family rating.

Furthermore, uncertainty on true underlying production and
reinvestment results plus our forward view on its performance,
higher leverage, acquisition activity, and oil and natural gas
prices also warrant a B2 rating.

We also expect 2006 drillbit F&D to remain high, if not higher
than 2005 levels.  EXCO has reduced leverage with proceeds from
its successful initial public offering but its leverage remains
full for the rating and will rise with leveraged acquisitions
after the recent largely debt-financed West Texas and Appalachian
Basin acquisitions.  Overall, EXCO also faces the task of
demonstrating that operating performance from its property base is
supportive of a B1 rating.

EXCO's reserve scale and diversification largely map EXCO to a
higher rating than the methodology's overall B2 rating as does a
reasonable track recording of reserve replacement costs.

Production remains very small at approximately 127 mmcfe/day based
on current run-rate production, mapping to the Caa category.
Leverage metrics map to the high end of the B category. Overall
returns map to the A range but this is partially a result of a
previous large cash outflow related to the termination of
underwater hedges.  Critical elements of the cost structure
including finding and development and full cycle costs map to the
Ba, B, and Caa ranges.

The ratings are supported by improved leverage from prior to the
IPO, fairly durable production; a very strong price environment;
good management team; and by EXCO's scale along with some onshore
diversification, and a large lower risk drilling inventory.

The ratings are constrained by (i) uncertainty concerning full-
cycle unit economics performance, (ii) the company's future
operating performance given its ownership of the ONEOK assets, and
(iii) a small production base.

EXCO Resources, Inc. is headquartered in Dallas, Texas.


FALCONBRIDGE LTD: Earns $238 Million for the Month of April 2006
----------------------------------------------------------------
Falconbridge Limited reported April 2006 net income of
$238 million, compared with April 2005 net income of $81 million.

Revenues for the month of April of 2006 were $1,288 million, 94%
higher than revenues of $663 million in the same month of 2005.

"Falconbridge's performance for the month of April further
demonstrates our leverage to strong metals prices," Derek Pannell,
Chief Executive Officer of Falconbridge, said.  "Our operations
again capitalized on the higher prices with their strong
performance.  Our earnings leverage to current metals prices is
creating the backdrop for impressive earnings and free cash flow
generation.  While we realize that the release of monthly results
is unusual, and we will not make a habit of it, we felt it was
important that shareholders understand the magnitude of the
earnings that we are generating at this crucial time."

                Liquidity and Capital Initiatives

Long-term debt was $2.5 billion at the end of April excluding
preferred share liabilities.  Falconbridge's net-debt-to-
capitalization ratio stood at 32.8% at the end of April 2006, a
reduction of almost 400 basis points since the end of 2005.

For 2006, the Company's projected capital investments are
approximately $315 million for sustaining capital expenditures and
other smaller projects and approximately $435 million in new
copper and nickel investments.

Falconbridge maintains long-term credit arrangements and
relationships with a variety of financial institutions and
investors in order to facilitate its ongoing access to domestic
and international financial markets to meet its funding needs.
Falconbridge's future financial requirements related to debt
maturities, operating costs, the projects currently under
development and other capital investments will be funded primarily
from a combination of existing cash balances, committed bank
lines, operating cash flows, project financing and new long- and
short-term borrowings.  The Company's committed bank facilities,
which expire in 2010, total $780 million.  At April 30, 2006,
these lines were essentially undrawn.

             Redemption of Junior Preference Shares

Falconbridge reported its intention to redeem the remaining
balance of its 9,999,701 outstanding Junior Preference Shares for
a total of approximately $253 million.  The Junior Preference
Shares will be redeemed on June 28, 2006 under a notice of
redemption to be sent to shareholders of record on May 25, 2006.
Falconbridge intends to utilize its internal cash resources to
fund the redemption and will have no Junior Preference Shares
outstanding upon redemption.

In accordance with the terms of the Junior Preference Shares,
Falconbridge will redeem the remaining balance of shares of each
series of the Junior Preference Shares as follows: 3,999,899
Junior Preference Shares, Series 1 (TSX: FAL.PR.X), 3,999,899
Junior Preference Shares, Series 2 (TSX: FAL.PR.Y), and 1,999,903
Junior Preference Shares, Series 3 (TSX: FAL.PR.Z). Each Junior
Preference Share will be redeemed at a price of US$25.25 plus
accrued and unpaid dividends for the period from and including
March 31, 2006 to and including June 27, 2006.

                       About Falconbridge

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

                         *     *     *

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


FDL INC: Selling Substantially All Assets at May 30 Auction
-----------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis authorized the sale
of substantially all of FDL, Inc.'s assets to the highest bidder
at an auction.

The Debtor will hold the auction at 9:00 a.m., on May 30, 2006, at
Courtroom 329, U.S. Courthouse, 46 E. Ohio St. in Indianapolis,
Indiana.  During the auction, the Debtor and Fifth Third Bank, in
consultation with the Official Committee of Unsecured Creditors,
will select the winning and the back-up bidders.

Fifth Third holds liens and security interests in all of the
Debtor's assets to guarantee repayment of Revolving and Term
Notes.  As of Feb. 16, 2006, the Debtor owed Fifth Third:

     -- approximately $23.1 million, plus accrued and unpaid
        interest, on account of a Dec. 15, 2005, Revolving Note
        in the principal sum of $24.8 million; and

     -- approximately $1 million, plus accrued and unpaid
        interest, on account of a Dec. 15, 2005, Term Note in the
        principal sum of $1.14 million.

                      Stalking Horse Bidder

The Debtor received a stalking horse bid from FDL Acquisition
Corp.  A copy of the Asset Purchase Agreement governing the
proposed sale of the Debtors' assets to Acquisition can be
obtained from:

        The Clerk of the Bankruptcy Court
        Southern District of Indiana
        116 Birch Bayh, U.S. Courthouse,
        46 E. Ohio, P.O. Box 44978
        Indianapolis, Indiana, 44978
        Phone: (317)-229-3800

                        and

        Robert W. Leasure
        LS Associates, LLC
        Sales Agent
        462 South 4th Street, Suite 1170,
        Louisville, Kentucky 40202
        Phone: (502)-583-1945

Acquisition is entitled to a $125,000 break-up fee in the event
that it is not the successful bidder at the auction.  Any
alternative bid should be at least $260,000 more than
Acquisition's bid.  All alternative bids must be submitted by
12:00 noon, on May 26, 2006, to LS Associates.

A copy of the Auction and Bid Procedures for the Debtor's assets
is available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060522040212

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FDL INC: Court Approves Dale & Eke as Bankruptcy Counsel
--------------------------------------------------------
The Honorable Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis granted FDL, Inc.'s
request to hire Dale & Eke, P.C., as its bankruptcy counsel,
effective from the date of first provision of legal services.

As reported in the Troubled Company Reporter on April 11, 2006,
Dale & Eke will:

   a. provide the Debtor counseling and legal advice with respect
      to its powers and duties as a debtor in a Chapter 11
      proceeding;

   b. prepare on behalf of the Debtor the necessary petitions,
      pleadings, motions, notices, orders, applications,
      documents, reports and other legal documents as may be
      required throughout these proceedings;

   c. prepare on behalf of the Debtor its first day motions,
      attending hearings thereon, and preparing related
      documents; and

   d. perform all other legal services for the Debtor.

The Firm's professionals bill:

      Professional               Designation      Hourly Rate
      ------------               -----------      -----------
      Deborah J. Caruso, Esq.    Attorney            $350
      Erick P. Knoblock, Esq.    Attorney            $275
      Lana D. Harves             Legal Assistant      $75

Headquartered in Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 Million and
$50 Million.


FDL INC: U.S. Trustee Names China Export to Creditors Committee
---------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10,
appointed China Export & Credit Insurance Corporation to the
Official Committee of Unsecured Creditors in FDL, Inc.'s chapter
11 case.

The Committee is now composed of:

   (1) China Export & Credit Insurance Corporation
       aka Sinosure
       Attn: Malhar S. Pagay, Esq.
       Pachulski Stang Ziehl Young Jones & Weintraub LLP
       10100 Santa Monica Boulevard, 11th Floor
       Los Angeles, CA 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       eFax: (603) 462-5486

   (2) Noppandon Mingvanish
       Torch 2100 Co., Ltd.
       No. 99 Moo & Taboonme
       Khochan Sub District
       Chonburi 20240 Thailand
       United States Representative
       Steven Strum
       P. O. Box 780
       Mamaroneck, NY 10543-0780

   (3) Susan McCardell
       UPS Global Trade Finance Corp.
       800 Red Brook Boulevard
       Owings Mills, MD 21117-1008

   (4) Charlie Wen
       Mean Young Universal Co., Ltd.
       c/o 2, Shang YI TS'US, TA BAY
       Hisiang, Yun Lin Hsien, 631 Taiwan
       United States Representative
       Steven Strum
       P.O. Box 780
       Mamaroneck, NY 10543-0780

   (5) Dianna Lynn Gustin Cole, Esq.
       Cole & Baer, LLP
       108 North Main Street
       John M. Studebaker Building, Suite 322
       South Bend, IN 46601

   (6) Deborah Caruso, Esq.
       Erick P. Knoblock, Esq.
       Dale & Eke
       9100 Keystone Crossing, Suite 400
       Indianapolis, IN 46240-2159

   (7) Martha R. Lehman, Esq.
       Krieg Devault LLP
       1 Indiana Square, Suite 2800
       Indianapolis, IN 46204-2079

   (8) Sean T. White, Esq.
       Hoover Hull Baker & Heath
       111 Monument Circle, Suite 4500
       Indianapolis, IN 46204

   (9) Ken Ho, Vice-President
       Excellent Tripod Co., Ltd.
       XiaoBian Village, ChangAn Town,
       DongGuan City, GuangDong Province,
       China 523852

  (10) Ada Chen, Sales Manager
       King Technology B.V.I. Inc.
       Jinghe Industrial Area . Zhang
       Mu Tou Dongguan City, Guang-Dong, China

  (11) Millon Tsai
       Fusco Industrial Corporation
       7F, No. 352, Sec. 1, FU Hsing S. Road
       Taipei 10640, Taiwan R.O.C.

  (12) Gregory Chang, Sales Manager
       ZhongShan QingYi Metal Products
       DingXi Village, ShenWan Town
       Zhong-Shan City, Guang-Dong Province, China

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 Kokomo, Indiana, FDL, Inc., manufactures office
and fast food metal furniture.  The company filed for chapter 11
protection on March 24, 2006 (Bankr. S.D. Ind. Case No. 06-01222).
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  Elliott D. Levin, Esq., at Rubin &
Levin, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it did
not state its assets but estimated debts between $10 million and
$50 million.


FEDERAL-MOGUL: Acquires Majority Stake in Goetze India
------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) disclosed
the acquisition of additional shares to own the majority stake of
its long-standing joint venture, Goetze (India) Limited (GIL), a
publicly traded leading supplier of automotive pistons, rings,
liners, pins and sintered products.  The transaction, which
increases Federal-Mogul's share in GIL to 50.1 percent, supports
the Company's growth strategy by expanding its presence in India,
a key market for its global automotive products and aftermarket
business.

"Federal-Mogul's increased investment in GIL is a key part of our
strategy to drive global profitable growth by providing our
leading technology, and world-class quality products and services
in India, one of the most dynamic and growing economies," said
Federal-Mogul Chairman, President and Chief Executive Officer Jose
Maria Alapont.  "Developing best-cost capabilities and increasing
our manufacturing footprint in India will enable us to better
serve both new and existing customers in domestic and global
markets."

Headquartered in New Delhi, Federal-Mogul's GIL business has three
operations in India - located in Patiala, Bangalore and Bhiwadi --
with nearly 5,000 employees.  The Indian market leader in pistons
and piston rings, GIL supplies all major Indian original equipment
manufacturers in the automotive, heavy-duty, motorcycle,
industrial and agricultural markets, in addition to a variety
of aftermarket customers.  GIL's 2005 net sales exceeded
INR4.3 billion (more than $96.8 million USD at an exchange rate of
44.4 INR/USD).

"Federal-Mogul's technology, global manufacturing, and
distribution expertise, combined with GIL's high-quality, best-
cost capabilities, result in a world-class automotive supplier
with significant opportunities for future market and product
development," said GIL's Non-Executive Chairman Anil Nanda.  He
added, "Federal-Mogul's investment in GIL recognizes the
commitment of the employees and the market leading products they
manufacture."

Federal-Mogul's other businesses in India include a wholly owned
Champion(R) brand ignition manufacturer and other joint ventures
supplying powertrain products.  These businesses, including GIL,
employ nearly 7,000 people in India.

                        About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News,
Issue No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOAMEX INTERNATIONAL: Amends $80 Million Loan with Silver Point
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Foamex L.P. discloses that it amended its Term
Loan B Agreement with Silver Point Finance, LLC, effective as
of May 12, 2006.

The Credit Agreement was amended to:

    (a) reduce the interest rate payable on the term loan;

    (b) add a leverage ratio financial covenant; and

    (c) modify certain test amounts in the minimum EBITDA
        financial covenant.

Specifically, the amendments include:

    (1) Foamex LP covenant with Silver Point that EBITDA will be
        not less than:

           Fiscal Period                         Maximum EBITDA
           -------------                         --------------
           one month ending Oct. 30, 2005            $3,900,000
           two months ending Dec. 4, 2005             7,950,000
           three months ending Jan. 1, 2006           5,800,000
           four months ending Jan. 29, 2006           8,250,000
           five months ending Feb. 26, 2006          11,750,000
           six months ending April 2, 2006           16,250,000
           seven months ending April 30, 2006        45,104,000
           eight months ending May 28, 2006          53,944,000
           nine months ending July 2, 2006           56,426,000
           ten months ending July 30, 2006           61,710,000
           eleven months ending Aug. 27, 2006        67,970,000
           twelve months ending Oct. 1, 2006         79,942,000
           twelve months ending Oct. 29, 2006        83,593,000
           twelve months ending Dec. 3, 2006         78,733,000
           twelve months ending Dec. 31, 2006        75,644,000
           twelve months ending Jan. 28, 2007        76,100,000
           twelve months ending Feb. 25, 2007        77,700,000

    (2) Foamex further covenants with Silver Point that the
        leverage ratio will not be greater than:

           Date                          Leverage Ratio
           ----                          --------------
           April 30, 2006                  2.50 : 1.00
           May 28, 2006                    2.25 : 1.00
           July 2, 2006                    2.25 : 1.00
           July 30, 2006                   2.25 : 1.00
           August 27, 2006                 2.25 : 1.00
           October 1, 2006                 2.25 : 1.00
           October 29, 2006                2.25 : 1.00
           December 3, 2006                2.25 : 1.00
           December 31, 2006               2.25 : 1.00
           January 28, 2007                2.25 : 1.00
           February 25, 2007               2.25 : 1.00

    (3) Applicable Margin means:

        (a) prior to May 12, 2006,

            -- with respect to Base Rate Loans and all other
               Obligations (other than LIBOR Rate Loans), 8.0%,
               and

            -- with respect to LIBOR Rate Loans, 10.0%.

            The Applicable Margin will be increased by 0.75% per
            annum if, commencing with the fiscal quarter of the
            Loan Parties ended January 1, 2006, the EBITDA of the
            Loan Parties for the immediately preceding 12-month
            period is less than $58,000,000; and

        (b) on and after May 12, 2006,

            -- with respect to Base Rate Loans and all other
               Obligations (other than LIBOR Rate Loans), 3.375%,
               and

            -- with respect to LIBOR Rate Loans, 5.375%.

The Bank of America, N.A., as Administrative Agent, and the
Majority Lenders consent to the amendment of the Term Loan B
Agreement provided that the consent will be in effect only until
July 1, 2006, unless before that time, Foamex L.P., the
Guarantors, the requisite Lenders, and Bank of America have
entered into an amendment to the Credit Agreement, which provides
for:

    (a) the inclusion into the Credit Agreement of:

           -- the leverage ratio financial covenant; and

           -- an immediate Event of Default if that leverage ratio
              financial covenant will be breached; and

    (b) the amendment and restatement of the minimum EBITDA
        financial covenant in the Credit Agreement to be
        consistent with the current amendments.

A full-text copy of the Amendment to Term Loan B is available for
free at http://researcharchives.com/t/s?99a

                           About Foamex

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


FRANKLIN PIERCE: Moody's Downgrades Debt Rating to Ba3 From Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded Franklin Pierce College's
debt rating to Ba3 from Ba1.  The rating action affects $48.4
million of rated debt, including the College's Series 1994, 1998,
and 2004 bonds issued through the New Hampshire Higher Education
and Health Facilities Authority.

The Series 1998 and 2004 bonds, totaling $44 million of
outstanding debt, are insured by ACA Financial Guaranty
Corporation.

Moody's does not rate ACA Financial Guaranty Corporation.  The
rating action reflects the College's currently limited financial
flexibility within a highly competitive student market
environment.  The rating outlook is stable at the lower rating
level.

Payment of the Series 1994 bonds is a general obligation of the
College, further secured by a first security interest in Gross
Receipts, a security interest in all Equipment, and a mortgage
lien on the Facility.  Payment of the Series 1998 and Series 2004
bonds is a general obligation of the College, further secured by a
first security interest in Gross Receipts, a security interest in
all Equipment, a mortgage lien on the Facility, as well as debt
service reserve funds.

Debt-Related Rate Derivatives: none

Strengths

   * Growing full-time equivalent enrollment at the
     College's main Rindge campus in fall 2005 and
     moderately improved freshmen selectivity.

   * Consistently increasing net tuition per student and total
     tuition revenue, a critical credit factor as the College
     relies on student charges for nearly 93% of its operating
     base.

   * Capital investment of nearly $25 million in the Rindge
     campus from 2002 to 2007, which should enhance the
     attractiveness of campus and ability to attract students.

   * Expected support from the State of New Hampshire for
     financial aid endowment, and capital campaign expected to be
     launched soon.

Challenges

   * Limited financial reserves provide little financial
     flexibility and drive need to consistently generate positive
     operating cash flow; debt service coverage thin but adequate
     at 1.3 times.

   * Highly competitive market for students both at the main
     campus and in adult education programs; overall enrollment
     has declined due to drops in continuing education and
     degree-completion programs offered at the College's
     satellite campuses.

   * Moderate amount of private gift flow, with $1.5 million of
     average gift revenue over the past three years, in part due
     to the College's young alumni body; this number excludes
     over $1million of annual federal grant revenue.

   * High degree of leverage and need to grow operating cash flow
     to support increasing debt service; reliance on bank line of
     credit for cash needs adds a risk element.

Recent Developments/Results:

The primary driver of the rating downgrade is the College's
limited financial flexibility as it continues to implement
strategic initiatives to stabilize overall enrollment in a highly
competitive market.  While enrollment at the main campus in
Rindge, NH has been growing, the College has experienced
enrollment challenges in degree-completion and continuing
education programs offered at satellite campuses.

As a result, total enrollment declined to 2,254 full-time
equivalent students in fall 2005.

Management is focused on further growing higher profitability
graduate programs including a new Doctor of Arts program starting
in fall 2006 and a proposed nursing program working in conjunction
with a New Hampshire hospital.  Some of these programs have
already shown increases.  The College's ability to stabilize
enrollment levels, grow net tuition per student, and improve
annual operating cash flow would be positive credit factors.

The College's very thin balance sheet leaves it with fairly
limited flexibility given this competitive environment and
relatively high debt load, with $56 million of outstanding direct
debt.

Franklin Pierce is in the early stages of a capital campaign which
will have a component geared toward endowment growth; however, the
College's fundraising has historically been modest.

The College expects that the State will make a contribution to the
endowment to be used for financial aid for New Hampshire
residents.

The College's operating performance has weakened moderately over
the past two years, in large part due to expense increase,
including a 9% jump in FY 2005, which management attributes
largely to increased utility, healthcare, and depreciation
expenses.  An operating cash flow margin of 9.8% in FY2005
provided thin but adequate actual debt service coverage of 1.3
times.

However, additional growth in cash flow will be necessary to
absorb maximum debt service. Principal payments on the Series 1998
bonds are postponed until 2008, and the Series 2004 bonds do not
begin to amortize until 2030.

Management is expected a tight operating year again in FY2006.
Favorably, the College has been able to consistently grow total
tuition revenue, a key indicator as 93% of the College's revenues
are derived from student charges.

The College relies on a $5 million line of credit and draws from
the quasi-endowment to meet seasonal cash flow needs. If a default
occurs under the line of credit, the bank may accelerate the
maturity of the line of credit, making it immediately due and
payable.  The line is secured by the College's accounts held at
the bank, which do not include the quasi-endowment.

Outlook

The stable outlook reflects our expectation that the College will
generate positive cash flow in the near-term and that operating
cash flow will adequately cover debt service over the next two
years.  Balance sheet deterioration or weakening of annual debt
service coverage could place further pressure on the College's
debt rating longer-term.

What could change the rating-UP

   * Successful execution of strategic enrollment plans leading
     to stronger operating performance and debt service support

What could change the rating-DOWN

   * Financial resource deterioration; additional borrowing;
     tightening of operating cash flow and debt service coverage

Key Indicators

   * Total Full-Time Equivalent Enrollment: 2,254 FTE
     enrollment
   * Total Financial Resources: $4.6 million
   * Direct Debt: $55.9 million
   * Expendable Financial Resources-to-Debt: 0.05 times
   * Expendable Financial Resources-to-Operations: 0.07 times
   * Average Operating Margin: -1.6%
   * Average Debt Service Coverage: 1.6 times
   * Reliance on Student Charges: 92.6%

Rated Debt:

   * Series 1994: Ba3
   * Series 1998: Ba3 (insured by ACA)
   * Series 2004: Ba3 (insured by ACA)


FREMONT HOME: DBRS Puts BB Rating on $3 Million NIM Notes
---------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB, and B (high) to these NIM Notes issued by Fremont
CI-6.

   * Fremont CI-6 $28.0 million, NIM Notes, Series 2006-1,
     Class N1 New Rating A (low)
   * Fremont CI-6 $6.0 million, NIM Notes, Series 2006-1,
     Class N2  New Rating BBB (low)
   * Fremont CI-6 $3.0 million, NIM Notes, Series 2006-1,
     Class N3 New Rating BB
   * Fremont CI-6 $3.0 million, NIM Notes, Series 2006-1,
     Class N4 New Rating B (high)

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Fremont Home Loan Trust 2006-1. The
Class C Certificates will be entitled to all excess interest in
the Underlying Trust, and the Class P certificates will be
entitled to all prepayment premiums or charges received in respect
of the mortgage loans.

The NIM notes will also be entitled to the benefits of the
underlying interest rate swap agreement and an interest rate cap
agreement with HSBC Bank USA, N.A.

Payments on the NIM Notes will be made on the 25th of each month
commencing in May 2006.  The interest payment amount will be
distributed sequentially to the holders of Class N1 through N4
Notes, followed by the principal payment amount to the holders of
Class N1 through N4 Notes until the note balance of such class has
been reduced to zero.  Any remaining amounts will be distributed
to the Issuer, the Indenture Trustee, and holders of Preference
Shares.

The mortgage loans in the Underlying Trust were all originated or
acquired by Option One Mortgage Corp.


FURNAS COUNTY: Court Dismisses Chapter 11 Bankruptcy Proceedings
----------------------------------------------------------------
The Honorable Timothy J. Mahoney of the U.S. Bankruptcy Court for
the District of Nebraska dismissed Furnas County Farms' chapter 11
case at the Debtor's request.

The Debtor has liquidated substantially all of their assets.  All
of the property of the estate has been sold for less than the
amounts necessary to fully satisfy the secured creditors' claims.

Joseph H. Badami, Esq., at Woods & Aitken LLP, in Lincoln,
Nebraska, informed the Court that the Debtor and its secured
creditors have reviewed potential additional claims held by the
Debtors, all of which are collateral for the loans of the secured
creditors, and have determined that no other claims should be
pursued at this time.  The Debtors and the secured lenders have
determined that the most expeditious manner in which to conclude
the bankruptcy cases is through dismissal of its proceedings.

The Debtor holds cash on hand which is the cash collateral of the
secured lender banks.  After the payment of all expenses,
including but not limited to attorneys fees and expenses, United
States Trustee's fees and other expenses of the Debtors, the
balance of the cash collateral remaining will be paid to Sun Trust
Bank, as agent for the secured bank lenders.

Headquartered in Columbus, Nebraska, Furnas County Farms operated
the largest swine operations in Nebraska, South Dakota and Iowa.
The Company, along with its affiliates, filed for chapter 11
protection (Bankr. D. Neb. Case No. 04-81489) on May 3, 2004.
James Overcash, Esq., and Joseph H. Badami, Esq., at Woods &
Aitken, LLP, represent the Debtors.  When the Debtor filed for
protection from its creditors, it listed over $50 million in
estimated assets and over $100 million in estimated liabilities.


GATEHOUSE MEDIA: Plans to Raise $762 Million to Fund Acquisitions
-----------------------------------------------------------------
GateHouse Media, Inc., plans to raise approximately $762 million
in a first lien institutional term loan and a secured bridge loan
to refinance its existing credit facility and fund the purchase of
CP Media and Enterprise NewsMedia, two Massachusetts based
community newspaper operators.

The transaction will consist of a $40 million revolving credit
facility, $570 million first lien institutional term loan and a
$152 million secured bridge loan.  Wachovia Securities and Goldman
Sachs are serving as joint lead arrangers and joint bookrunners in
connection with the Credit Facilities.

CP Media, Inc., a subsidiary of Herald Media, Inc., publishes
4 daily, 92 non-daily and 25 shoppers and specialty publications
serving 140 communities surrounding Boston.  Its largest daily
newspaper is the Metrowest Daily News with daily circulation of
around 25,000 and Sunday circulation of approximately 32,000.

Enterprise NewsMedia Holding, LLC, publishes 2 daily and 11
non-daily newspapers in 13 communities south of Boston.  The
combined circulation of its 2 daily newspapers, The Patriot
Ledger and Enterprise is approximately 88,000, with Sunday
circulation of approximately 106,000.

Upon the closing of these acquisitions, Downers Grove, Ill.-based
GateHouse Media, Inc., will be one of the largest community
newspaper companies in the United States publishing 77 daily
newspapers, 271 non-daily newspapers and 136 shoppers and other
publications, with operations in 17 states.  The acquisitions are
subject to regulatory approval and other customary conditions to
closing.

                         *     *     *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Ratings Services revised its outlook on
GateHouse Media Operating Inc., fka Liberty Group Operating Inc.,
to negative from stable.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B+' corporate
credit rating.


GATEHOUSE MEDIA: Moody's Assigns Low-B Rating on $762MM of Loans
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to GateHouse
Media Operating, Inc.'s proposed senior secured first lien credit
facilities.  In addition, Moody's has downgraded GateHouse's
Corporate Family rating to B2 from B1.  Details of the rating
action are as follows:

GateHouse Media Operating, Inc.

Ratings assigned:

   * Proposed $40 million senior secured first lien revolving
     credit facility, due 2013 -- B1
   * Proposed $570 million senior secured first lien term loan
     facility, due 2013 -- B1
   * Proposed $152 million senior secured second lien term loan
     facility, due 2014 -- B3

Rating downgraded:

   * Corporate Family rating -- to B2 from B1

The rating outlook is stable.

All ratings of Liberty Group Operating, Inc., have been withdrawn
to reflect the name change and proposed refinancing.

The downgrade of the Corporate Family rating largely reflects the
incremental debt burden and heightened leverage which Moody's
expects will result from GateHouse's proposed debt-funded
acquisition of CP Media, Inc. and Enterprise NewsMedia Holding,
LLC.

In addition, the ratings reflect GateHouse's declining circulation
trends, the geographic concentration of its operations in
Massachusetts, rising newsprint costs, and the limited growth
potential of the newspaper publishing industry.

The ratings are supported by the defensibility of GateHouse's
community newspaper model, the longstanding reputation of its
newspaper titles, and barriers to competitive entry due the
inability of most of its small rural markets to support more than
one local newspaper.

Moody's estimates that at closing, the company's leverage will
increase to approximately 8.7 times debt to EBITDA from 6.3 times
at the end of December 2005 based on Moody's standard global
adjustments.

However, Moody's estimates that GateHouse should be able to reduce
its leverage to under 7.5 times debt to EBITDA by the end of 2007
through modest top line growth, the elimination of non-recurring
expenses and cost-saving synergies.

The stable ratings outlook reflects the relative steadiness of
GateHouse's business model and the absence of any meaningful debt
maturities prior to 2013, following the conclusion of the proposed
financing.

A near-term rating upgrade is unlikely as ratings are already
testing the tolerance of the B2 rating floor.  However, a
downgrade could result if the company is unable to demonstrate
that it is on track to reduce leverage to below 7.5 times by the
end of 2007, according to Moody's standard global adjustments.

The B1 rating on the proposed senior secured first lien facilities
reflects Moody's view that first lien lenders can look to adequate
recovery prospects in a downside scenario.  Both the first lien
loan facilities and the second lien loan facility will be secured
by a pledge of substantially all the stock and assets of the
company and its subsidiaries.

The B3 rating on the second lien term loan reflects the
subordination of second lien lenders' security interests on
GateHouse's assets and stock behind those of approximately $610
million of first lien debtholder priority claims.  However,
according to the proposed terms and conditions, lenders under the
$152 million second lien term loan will (1) be repaid from any
proceeds from an IPO, and (2) receive a pledge of a capital call
agreement between FIF III Liberty Holdings, LLC and GateHouse
Media, Inc.

According to the terms of the capital call agreement, in the event
of a default, GateHouse Media, Inc. shall have the right to
require FIF III Liberty Holdings, LLC to purchase additional
common stock in GateHouse Media, Inc. in an amount equal to
outstandings under the second lien term loan.

In order to satisfy its obligations under the capital call
agreement, FIF III Liberty Holdings, LLC is dependent upon the
contractual performance of its owners to provide sufficient
capital on a several basis.  The owners of FIF III Liberty
Holdings LLC comprise several equity fund partnerships associated
with Fortress Investment Group LP.

Moody's rating of the second lien term loan is subject to a
satisfactory review of documentation and legal opinion, including
legal opinion affirming the enforceability of the capital call
agreement.

In Moody's opinion, the proposed capital call agreement provides
second lien lenders with a more complex and less certain assurance
of repayment compared to an unconditional and irrevocable payment
guarantee from the fund members.

Moody's notes that the second lien facility will mature at the
earlier of eight years from closing or 91 days prior to the date
the capital call rights expire or can no longer be exercised.

Headquartered in Downers Grove, Illinois, GateHouse Operating,
Inc. is a leading US publisher of local newspapers and related
publications. In 2005, the company recorded sales of $205 million.


GENESIS HEALTHCARE: Faces Nasdaq Delisting Due to Late 10-Q Filing
------------------------------------------------------------------
Genesis HealthCare Corporation received a NASDAQ Staff
determination letter dated May 17, 2006, indicating that GHC is
not in compliance with the filing requirements for continued
listing as set forth in Marketplace Rule 4310(c)(14) because GHC
has not yet filed its Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006.  As a result, GHC is subject to
potential delisting from The NASDAQ Stock Market.

On May 19, 2006, GHC requested a hearing before a NASDAQ Listing
Qualifications Panel to appeal the NASDAQ Staff's determination,
which request will stay the delisting until the appeal has been
heard and the Panel has rendered its decision.  Pending a decision
by the Panel, GHC will remain listed on The NASDAQ Stock Market.

The delay in filing GHC's Form 10-Q for the second fiscal quarter
was the result of GHC's determination that the pending restatement
of its historical consolidated financial statements will also
reflect the consolidation of certain joint-venture arrangements in
which it has an ownership interest and provides management
services.  GHC does not anticipate that the consolidation will
have any significant impact to the financial condition, liquidity
or underlying profitability of the Company.  Such consolidation
has no impact to previously provided earnings per share guidance
for fiscal 2006.

GHC is working diligently to consolidate the entities with its
wholly owned subsidiaries in order to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2006 on or before
May 30, 2006.  Upon filing its Form 10-Q, GHC anticipates that it
will be in compliance with Market Place Rule 4310(c)(14).  GHC
will also amend and restate its Form 10-K for the fiscal year
ended Sept. 30, 2005 as soon as possible.

              About Genesis HealthCare Corporation

Based in Kennett Square, Pa., Genesis HealthCare Corporation --
http://www.genesishcc.com/-- is one of the nation's largest long-
term care providers with over 200 skilled nursing centers and
assisted living residences in 12 eastern states.  GHC also
supplies contract rehabilitation therapy to over 650 healthcare
providers in 18 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Moody's Investors Service upgraded the ratings for Genesis
HealthCare Corporation, moving the corporate family rating to Ba3
from B1 and the $154 million outstanding 8% senior subordinated
notes to B2 from B3.  Moody's also assigned a Ba2 rating to the
company's amended and restated $125 million revolving credit
facility.  The outlook for the ratings is stable.


GLAZED INVESTMENTS: Court OKs $3.5M DIP Loan & Cash Collateral Use
------------------------------------------------------------------
The Honorable Pamela S. Hollis gave Glazed Investments, LLC,
permission, on a final basis, to borrow up to $3.5 million from
Krispy Kreme Doughnut Corporation and to use cash collateral
securing repayment to the Debtor's obligations to U.S. Bank
National Association.

Proceeds from the DIP loan and the cash collateral will be used to
maintain postpetition business relationships with vendors,
suppliers and customers, and to satisfy other working capital
needs pending consummation of a sale of substantially all of the
Debtor's assets.

When the Debtor filed for bankruptcy, its loan to U.S. Bank
amounted to $5.758 million.  The Debtor also owes General Electric
Capital Business Asset Funding Corporation around $4.725 million.
The Debtor's obligations to GE are secured by liens on the
leasehold improvements and the equipment at several of the
Debtors' stores.  GE's liens are senior to the liens granted to
U.S. Bank for those stores.  KKDC guarantees 33% of the Debtor's
obligation under the GE Promissory Notes.

The Debtor also owes American National Bank $648,000.  The
Debtor's obligations to ANB are secured by a lien on the Debtor's
leasehold improvements and equipment at the Colorado Springs
store.  ANB's liens are senior to the liens granted on that store
to US Bank.  KKDC guarantees 97% of the Debtor's obligations under
the ANB Loans.

Judge Hollis granted KKDC perfected first priority security
interests in and liens on all of the Debtor's assets.  U.S. Bank
is also granted replacement lien to the same extent, validity and
priority as its prepetition lien.

                   About Glazed Investments, LLC

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
operated 20 franchise locations of Krispy Kreme.  Krispy Kreme
owns 97% of the Debtor.  The Debtor filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
Daniel A. Zazove, Esq., at Perkins Coie LLP represents the Debtor
in its restructuring efforts.  Elizabeth E. Richert, Esq., and
Steven R Jakubowski, Esq., at Robert F. Coleman & Associates
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
$28,599,346 in assets and $32,953,785 in debts.


GLIMCHER REALTY: Expects $270MM from Sale on Five Mall Properties
----------------------------------------------------------------
Glimcher Realty Trust plans to sell five of its regional mall
properties.

In connection with these plans, the Company entered into an
exclusive listing agreement with Eastdil Secured Broker Services,
Inc. to market and sell the assets.  The Company expects total
consideration, net of expenses, to be approximately $250 million
to $270 million from the sales.  The five malls to be sold
include:

     * Almeda Mall -- Houston, Texas
     * Eastland Mall -- Charlotte, North Carolina
     * Montgomery Mall -- Montgomery, Alabama
     * Northwest Mall -- Houston, Texas
     * University Mall -- Tampa, Florida

"Aggressively selling non-core assets is a central part of our
strategy to upgrade the overall quality of our real estate,"
Michael P. Glimcher, President and CEO, stated.  "We would expect
to redeploy the sales proceeds into our redevelopment program,
acquisition of new higher income growth assets and selective
ground-up development of premium retail properties."

Primarily as a result of the Company's mall disposition plans,
Glimcher also expects to recognize non-cash impairment charges of
approximately $49 million during the second quarter of 2006.  If
the asset sales are not completed at estimated pricing levels,
future adjustments to the impairment charges could be required.

"Even with the initial recognition of the non-cash impairment
charges, we are anticipating an overall net gain of $10 to
$30 million on the sale of the five properties," Mark E. Yale,
Exec. VP and CFO, stated.

                          2007 Outlook

The Company's expectations for 2007 are based on these key factors
and assumptions:

     * an increase in same-mall net operating income of 3.5% to
       4.5%;

     * lease termination income and out-parcel sales of
       $3.25 million to $4.25 million in 2007;

     * general and administrative expenses of $16 to $17 million
       for the year;

     * approximately $100 million of acquisitions through the
       Company's Joint Venture with OMERS Realty Corporation;

     * $90 to $100 million of capital investment related to new
       development and redevelopment projects within the existing
       mall portfolio;

     * $18 million of recurring capital expenditures and tenant
       allowance/improvements; and

     * an average 25 basis point increase in LIBOR during 2007.

                         About Glimcher

Headquartered in Columbus, Ohio, Glimcher Realty Trust (NYSE: GRT)
-- http://www.glimcher.com/-- a real estate investment trust, is
a recognized leader in the ownership, management, acquisition and
development of regional and super-regional malls.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust's
Series F and Series G preferred shares are listed on the New York
Stock Exchange under the symbols "GRT.F" and "GRT.G."  Glimcher
Realty Trust is a component of the Russell 2000 Index,
representing small cap stocks, and the Russell 3000 Index,
representing the broader market.

                         *     *     *

Moody's Investors Service's assigned a B1 preferred stock rating
to Glimcher Realty Trust on August 2004.

Standard & Poor's assigned a BB long-term foreign and local issuer
credit rating to Glimcher Realty Trust on Sept. 2004.


GOODING'S SUPERMARKETS: Water Tower Wants to Join Creditors' Panel
------------------------------------------------------------------
Water Tower Retail, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to direct the U.S. Trustee for Region
21 to appoint the Company as an additional creditor to the
Official Committee of Unsecured Creditors in Gooding's
Supermarkets, Inc.'s chapter 11 case.

Paul H. McLester, Esq., at Brown, Garganese Weiss & D'Agresta
P.A., tells the Court that the Debtor is the single largest source
of income for Water Tower.  The Debtor is the anchor tenant, who
occupies 31% of leasable space at Water Tower Place at
Celebration, a real property in Osceola County, Florida.

The U.S. Bankruptcy Code provides that the Court may order the
U.S. Trustee to appoint a small business concern if the Court
determines that the creditor holds claims the aggregate amount of
which, in comparison to the annual gross revenue of that creditor,
is disproportionately large.  Water Tower clearly meets this test
as the Debtor represents its largest single source of income, Mr.
McLester points out.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of
$1 million to $10 million and debts of $10 million to $50 million.


GRAFTECH FINANCE: Moody's Affirms B2 Rating on $450 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service changed the rating outlooks of GrafTech
International Ltd. and GrafTech Finance, Inc. to negative from
stable in response to the company's consistently negative free
cash flow, high leverage, and anticipated cost pressures.

While GrafTech is experiencing strong demand from the steel and
aluminum industries, and has been able to raise product prices,
its financial performance has not met Moody's expectations.
Even in the midst of very strong steel and aluminum markets,

GrafTech still expects to have negative free cash flow in 2006.
Moving into 2007, Moody's is concerned about the potential for
dramatically higher calcined petroleum coke costs due to tight
global supplies.  This may further delay the generation of
positive cash flow and the reining in of leverage, making the
company vulnerable to a downturn in end-market demand.

GrafTech's ratings, including its B1 corporate family rating,
remain unchanged.

Ratings affirmed for GrafTech:

   i) B1 corporate family rating,

  ii) B2 for the $225 million of 1.625% convertible debentures
      due 2024,
iii) SGL-2 speculative grade liquidity rating.

Ratings affirmed for GrafTech's special purpose financing vehicle,
GrafTech Finance, Inc.:

   i) Ba3 for the guaranteed senior secured revolving credit
      facility,

  ii) B2 for the $450 million of 10.25% Global Notes due 2012.

Despite price increases and numerous restructuring and cost saving
initiatives, GrafTech is still not profitable and very likely will
have negative free cash flow in 2006, for the sixth year in a row.

This will raise debt, which was $835 million at March 31, 2006,
compared to $586 million at the end of 2003. Debt rose by $60
million in 1Q06, in large part to support higher working capital,
which typically rises in the first quarter as higher graphite
electrode prices kick in.

For the rest of 2006, realized graphite electrode prices are not
likely to rise as GrafTech is essentially sold out at fixed
prices. In 2007, the cost of needle coke, which is a petroleum
refining byproduct, is expected to rise again in response to tight
global supplies and higher energy prices.

Therefore, much is riding on GrafTech's ability to offset higher
needle coke and energy costs with price increases in 2007.  While
that may be possible, given the profitability of GrafTech's steel
and aluminum customers, there is no reason to assume a correlation
between energy costs and metal markets.  Given these concerns,
GrafTech's high debt levels and the maturity of the current
economic upcycle, Moody's believes a negative rating outlook is
warranted at this time.

GrafTech's long-term debt ratings are supported by its significant
market share for graphite and carbon electrodes, strong demand
from the steel and aluminum industries, its market and production-
base diversity, and good liquidity.

Moody's last rating action on GrafTech was in November 2004, when
we affirmed, with a stable outlook, the current ratings and
assigned a Ba3 rating to its new credit facility.

GrafTech International Ltd., headquartered in Parma, Ohio, is a
leading global manufacturer of graphite and carbon electrodes,
cathode blocks, and other graphite and carbon products.


GREYSTONE HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Greystone Holdings, Ltd.
        1034 South Commerce Street
        Las Vegas, Nevada 89106

Bankruptcy Case No.: 06-11085

Chapter 11 Petition Date: May 22, 2006

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: William A. Hustwit, Esq.
                  7231 South Eastern Avenue, B-181
                  Las Vegas, Nevada 89119
                  Tel: 353-1200
                  Fax: 304-1015

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor does not have any creditors who are not insiders.


GULF COAST: Gets Court's Interim Order on MTGLQ DIP Loan
--------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas gave Gulf Coast Holdings, Inc.,
interim permission to borrow $270,859 from MTGLQ Investors, L.P.,
and to use cash collateral securing repayment of the Debtor's
prepetition debt to MTGLQ.

When the Debtor filed for bankruptcy, it owed MTGLQ approximately
$9,142,419.

A portion of the debtor-in-possession loan will be reserved to pay
professionals appointed in the Debtor's bankruptcy case.
Approximately $95,000 is reserved for Hughes & Luce and $26,000
for CRP LLC.

The proceeds of the DIP Loan and the cash collateral will be used
pursuant to a budget presented in Court.  A copy of the Budget is
available for free at http://ResearchArchives.com/t/s?993

The Court granted MTGLQ perfected first priority claims and
priming liens on the Debtor's asset pursuant to the DIP Loan.
MTGLQ holds superpriority administrative claims and all other
benefits and protections allowable under Sections 507(b) and
503(b)(1) of the Bankruptcy Code, senior in right to all other
administrative claims against the estate, including its
prepetition claim.

MTGLQ, as a prepetition lender, is granted replacement lien to the
same extent, validity and priority as the prepetition lien.

Judge Houser will consider giving final approval for the Debtor's
DIP loan and cash collateral requests during a hearing on May 25,
2006.

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., field
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  Jaime Myers, Esq., at Myers Winstead,
Sechrest & Minick,  P.C., represents the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor reported assets amounting to $18,258,575 and debts totaling
$19,553,664.


HEALTHTRONICS INC: Earns $1.2 Million in 2006 First Fiscal Quarter
------------------------------------------------------------------
HealthTronics, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, on Form 10-Q with the
Securities and Exchnage Commission on May 11, 2006.

The Company earned $1,273,000 of net income on $64,453,000 of
total revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $482,034,000
in total assets, $207,251,000 in total liabilities, $33,248,000 in
minority interests, and $243,535,000 in total stockholders'
equity.

"The first quarter 2006 top line revenue met our expectations.  We
will continue to focus on improving our operating margins across
all three business segments: Urology Services, Medical Device
Sales & Services and Specialty Vehicles," John Q. Barnidge,
HealthTronics' senior vice-president & chief financial officer
commented.

"We have deployed several Revolix systems to date and the response
from our urology partners has been extremely positive in
comparison to the current technology available," Christopher B.
Schneider, urology division chief operating officer said.

"They like the front-end firing mode of the laser as well as other
unique features not offered on current BPH laser devices.  In
addition to the clinical benefits, the economics of the Revolix
are clearly more favorable than those associated with the KTP
laser technology.  The improved economics will benefit our
physician partners and our growing prostate treatment business."

"The Revolix produces a wave length that is absorbed by water
rather than hemoglobin which provides more consistent vaporization
as compared to a KTP type laser," Kenneth Blunt, M.D., Medical
Director who is managing the Revolix clinical demonstrations,
stated.

"Also, the Revolix is a continuous wave laser as opposed to the
less efficient pulsed method of a holmium type laser which some
believe is less efficient. This continuous wave creates a cleaner,
smoother application to the soft tissue or gland."

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?992

Headquartered in Austin, Texas, HealthTronics, Inc. --
http://www.healthtronics.com/-- provides healthcare services
primarily to the Urology community, and manufactures and
distributes medical devices.  The Company also manufactures
specialty vehicles used for the transport of high technology
medical devices, broadcast & communications equipment and the
Homeland Security marketplace.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed HealthTronics, Inc.'s ratings
under review for possible downgrade following the company's
announcement on March 31, 2006, that its financial statements
should be restated.

Moody's rates HealthTronic's corporate family rating at Ba3;
$50 million senior secured revolving credit facility due 2010 at
Ba3; and $125 million senior secured term loan B due 2011 at Ba3.


HEALTHTRONICS INC: Sam B. Humphries Appointed as President & CEO
----------------------------------------------------------------
The Board of Directors of HealthTronics, Inc., appointed, on
May 19, 2006, Sam B. Humphries as the Company's President and
Chief Executive Officer effective on May 11, 2006.

Mr. Humphries resigned from Uroplasty, Inc., as President and
Chief Executive Officer, which he served since January 2005.

He was previously a partner of Ascent Medical Technology Fund,
L.P., a venture capital fund founded in 1995.

Mr. Humphries has over 25 years experience in the healthcare and
medical device industry, including serving as President and Chief
Executive Officer of American Medical Systems, Inc., a publicly
traded manufacturer of medical devices primarily for the urology
market.

Mr. Humphries serves on the Board of Directors of Uroplasty, Inc.,
Criticare Systems, Inc. and Universal Hospital Services, Inc.

HealthTronics, Inc., filed its first quarter financial statements
for the three months ended March 31, 2006, with the Securities and
Exchnage Commission on May 11, 2006.

The Company earned $1,273,000 of net income on $64,453,000 of
total revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $482,034,000
in total assets, $207,251,000 in total liabilities, $33,248,000 in
minority interests, and $243,535,000 in total stockholders'
equity.

Headquartered in Austin, Texas, HealthTronics, Inc. --
http://www.healthtronics.com/-- provides healthcare services
primarily to the Urology community, and manufactures and
distributes medical devices.  The Company also manufactures
specialty vehicles used for the transport of high technology
medical devices, broadcast & communications equipment and the
Homeland Security marketplace.

                         *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed HealthTronics, Inc.'s ratings
under review for possible downgrade following the company's
announcement on March 31, 2006, that its financial statements
should be restated.

Moody's rates HealthTronic's corporate family rating at Ba3;
$50 million senior secured revolving credit facility due 2010 at
Ba3; and $125 million senior secured term loan B due 2011 at Ba3.


HEARTLAND PARTNERS: Hires Shaw Gussis as Bankruptcy Counsel
-----------------------------------------------------------
Heartland Partners, LP, and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Illinois to retain Shaw Gussis Fishman Glantz Wolfston & Towbin
LLC, as their bankruptcy counsel.

Shaw Gussis is expected to:

    a. give the Debtors legal advice with respect to their rights,
       powers and duties as debtors-in-possession in connection
       with the administration of their estates and disposition of
       their property;

    b. take action as necessary with respect to claims that may be
       asserted against the Debtors and property of their estates;

    c. prepare applications, motion, complaints, orders and other
       legal documents as may be necessary in connection with the
       appropriate administration of the Debtors' cases;

    d. represent the Debtors with respect to inquiries and
       negotiations concerning creditors of their estates and
       property of their estates;

    e. initiate, defend or otherwise participate on behalf of the
       Debtors in all proceedings before the bankruptcy court or
       any other court of competent jurisdiction; and

    f. perform any and all other legal services on behalf of the
       Debtors which may be required to aid in the proper
       administration of their estates.

The Debtors tell the Court that members at the firm bill between
$380 to $525 per hour, while associates bill between $220 to $325
per hour.

Steven B. Towbin, Esq., a member at Shaw Gussis, assures the Court
that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Towbin can be reached at:

      Steven B. Towbin, Esq.
      Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
      321 North Clark Street, Suite 800
      Chicago, Illinois 60610
      Tel: (312) 276-1333
      Fax: (312) 275-0569
      http://www.shawgussis.com/

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors however showed more than $30 million in
environmental litigation claims.


HEARTLAND PARTNERS: Section 341(a) Meeting Scheduled for June 6
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Heartland
Partners, LP, and its debtor-affiliates' creditors at 3:00 p.m.,
June 6, 2006, at 227 West Monroe Street, Room 3330 in Chicago,
Illinois.  This is the first meeting of creditors required under
Section 341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Chicago, Illinois, Heartland Partners, LP,
(Amex: HTL) is a based real estate limited partnership with
properties, primarily in the upper Midwest and northern United
States.  CMC Heartland is a subsidiary of Heartland Partners, L.P.
and is the successor to the Milwaukee Road Railroad, founded in
1847.  The company and four of its affiliates filed for chapter 11
protection on Apr. 28, 2006 (Bankr. N.D. Ill. Case No. 06-04764).
Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' chapter 11
cases.  When the Debtors filed for protection from their
creditors, they listed total assets of $4,375,000 and total debts
of $3,951,000.  The Debtors' consolidated list of 20 largest
unsecured creditors however showed more than $30 million in
environmental litigation claims.


HERBST GAMING: Moody's Puts Low-B Rating on Sr. Sub. Debt & Loan
----------------------------------------------------------------
Moody's Investors Service placed Herbst Gaming, Inc.'s B1
corporate family rating, B3 senior subordinated debt rating, and
B1 senior secured bank loan rating on review for possible upgrade
based on continued revenue, cash flow, and liquidity improvement
as well as the company's growing asset profile.

The review for possible upgrade also considers that Herbst has
been mapping to a higher rating category according to the risk
factors and metrics outlined in Moody's Global Gaming Methodology,
and may continue to do so depending on the company's future
operating, growth and financial plans.

The decision to place Herbst on review for possible upgrade also
considers the company's recent announcement that it entered into a
definitive merger agreement to acquire 100% of the outstanding
common stock of The Sands Regent for $15 per share.  The total
purchase price is approximately $148 million, or about 8.4x
EBITDA.

The Sands Regent owns four casinos in Nevada: the Sands Regent
located in downtown Reno; Rail City Casino located in Sparks; The
Gold Ranch Casino and RV Park located in Verdi; and the Dayton
Depot and Red Hawk Sports Bar located in Dayton.  Once the merger
is complete, The Sands Regent will become a wholly-owned
subsidiary of Herbst.  The merger is expected to close late in
2006.

A key consideration with respect to a possible upgrade includes an
evaluation of Herbst's growth and financial strategy going forward
given Moody's expectation that the company will continue to pursue
small to moderate sized acquisitions, as well as an evaluation of
its operating plans with respect to The Sands Regent casino
properties.

An upgrade is not contingent upon the successful closing of this
merger.  Moody's expects to make a ratings decision within the
next 60 days.

Moody's previous rating action on Herbst took place on Nov. 4,
2004 with the assignment of a B3 rating to the company's $170
million 7% senior subordinated notes due 2014 and a B1 rating to
its $275 million senior secured amended and restated bank credit
facility effective Oct. 8, 2004.  Proceeds from the bank facility
and note offering were used to fund the acquisition of Grace
Entertainment.

Herbst Gaming, Inc. is an established slot route operator in
Nevada with over 8,400 slot machines and owns and operates eight
casinos in Nevada, Missouri and Iowa.  Net revenues for the latest
12-month period ended Mar. 31, 2006 were $555 million.


HOST HOTELS: Buying Westin Kierland Resort for $393 Million
-----------------------------------------------------------
Host Hotels & Resorts, Inc. entered into an agreement to acquire
The Westin Kierland Resort & Spa in Scottsdale, Arizona, from The
Kierland Resort Company, LLC, a Delaware limited liability company
comprising affiliates of:

   * Woodbine Development Corporation of Dallas, Texas;
   * the Herberger Interests of Phoenix/Scottsdale, Arizona
   * Cook Inlet Region, Inc., of Anchorage, Arkansas; and
   * Starwood Hotels & Resorts Worldwide, Inc. of White Plains,
     New York.

The resort, which opened in November 2002, is situated on
252 acres of fee simple property and features 732 guestrooms,
including 63 suites and 32 casita units, a 27-hole golf course and
a full-service spa.  The hotel has approximately 70,000 square
feet of indoor meeting space, including a 24,600-square foot
ballroom, and over 100,000 square feet of outdoor function space.

Christopher J. Nassetta, president and chief executive officer,
stated, "We are thrilled to be acquiring this recently
constructed, world-class asset in the Phoenix/Scottsdale market,
which is a strong growth market in which we have been seeking
greater representation."

The purchase price is approximately $393 million and includes the
assumption of $135 million of existing debt with an interest rate
of approximately 5.08%. The hotel's Earnings Before Interest
Expense, Taxes, Depreciation and Amortization (EBITDA) for the
first 12 months of ownership is forecast to be approximately
$32 million (EBITDA equals forecasted GAAP operating profit of
approximately $21 million plus depreciation expense of
approximately $11 million).  The purchase is subject to customary
closing conditions and is expected to close during the third
quarter of 2006.

Molinaro Koger represented the seller on this transaction.

                   About Host Hotels & Resorts

Host Hotels & Resorts, Inc., (NYSE: HST - News) --
http://www.hosthotels.com/-- is a lodging real estate company
that currently owns or holds controlling interests in 129 luxury
and upper upscale hotel properties primarily operated under
premium brands such as Marriott(R), Westin(R), Sheraton(R), Ritz-
Carlton(R), Hyatt(R), W(R), Four Seasons(R), St. Regis(R), The
Luxury Collection(R), Fairmont(R), Hilton(R) and Swissotel(R).

                         *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services placed its ratings on Host
Hotels & Resorts Inc., including the 'BB-' corporate credit
rating, on CreditWatch with positive implications.


IKON OFFICE: S&P Affirms BB Rating & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Malvern, Pennsylvania based IKON Office Solutions
Inc., and revised the outlook to stable from negative.  The
outlook revision reflects Standard & Poor's expectation that IKON
will sustain recent improvements in profitability and leverage.

"The rating reflects IKON's lack of revenue growth; improved, but
still somewhat high leverage for the rating; and mature, highly
competitive industry conditions," said Standard & Poor's credit
analyst Martha Toll-Reed.

These factors partly are offset by:

   * IKON's good position as the leading independent office
     equipment distributor;

   * significant recurring revenue base; and

   * adequate liquidity.

In the quarter ended March 31, 2006, IKON reported total revenues
of $1.08 billion, down 1% from the prior-year period.  More
positively, revenues from targeted, continuing operations
increased 3% year-over-year.  Nevertheless, Standard & Poor's
expects revenue growth will continue to be challenged by highly
competitive industry conditions and the analog-to-digital
transition in IKON's installed equipment base (which the company
expects will be substantially complete by late 2007 or early
2008).

In March 2004, IKON divested its U.S. leasing business, but
retained a portfolio of U.S. leasing assets, as well as its
European leasing business, which is relatively modest in size and
not expected to grow materially.  As a result of the maturing
retained U.S. portfolio, annual gross profits from financing
operations have declined steeply over the past two years.

In April 2006, IKON completed the sale of substantially all of
its remaining U.S. lease portfolio.  Standard & Poor's excluded
finance gross profits from our calculation of adjusted EBITDA, and
excluded debt supporting finance contracts from our calculation of
core debt.  Prospectively, this adjustment will not be material to
the rating agency's profitability and leverage calculations.

The current rating incorporates the expectation that cost-
reduction and restructuring actions will result in nonfinancing
operating performance improvement over the near term, even in the
absence of revenue growth.  Last 12 months' EBITDA margins --
excluding finance income -- of about 5.3% remain weak for the
rating, but have trended up over the past nine months.

Adjusted EBITDA is expected to continue to show quarterly
improvement on a year-over-year basis through fiscal 2006.
Pro-forma for the completion of IKON's tender offer for its 7.25%
notes due 2008, adjusted debt to EBITDA will be about 3.8x, down
from 5.1x as of fiscal 2005.  The current rating incorporates the
expectation that IKON will maintain adjusted debt to EBITDA below
4x.


J.L. FRENCH: Can Lend Up to $1.2 Million to Ansola Foreign Unit
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave J.L. French Automotive Castings, Inc.,
and its debtor-affiliates permission to lend funds to their non-
debtor affiliate J.L. French Ansola, S.R.L.

Judge Walrath clarified that the loan should not exceed
$1.2 million and the total loan extended to all of the Debtors'
foreign subsidiaries and J.L. French Automotive Castings China
Holdings LLC should not exceed $3 million.

As reported in the Troubled Company Reporter on April 13, 2006,
the Court allowed the Debtors to advance funds to J.L. French
Automotive Castings China Holdings LLC, a non-debtor affiliate.

The Debtors told the Court that the funds will be used to
capitalize China Holdings' foreign-equity joint venture with
Chonqing Yujiang Die Casting Co., Ltd., and Chongqing Liangjiang
Machine Manufacture Co., Ltd.  Yujiang is a die-casting company
and Lianjiang is a machining company, both currently do the bulk
of their business supplying China's motorcycle original equipment
manufacturers.

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.
Ricardo Palacio, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, PA, represents the Official Committee Of Unsecured
Creditors.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts of more than $100 million.


JEREMIAH AGUOLU: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Jeremiah Aguolu, M.D.
                8500 South Figueroa Street, Suite 109
                Los Angeles, California 90003

Case Number: 06-12117

Involuntary Petition Date: May 22, 2006

Chapter: 11

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Petitioners' Counsel: Edgar L. Borne, III, Esq.
                      6025 South Verdun Avenue
                      Los Angeles, California 90043
                      Tel: (323) 295-9562
                      Fax: (323) 295-5049

   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
Roger Brown                      Contract                $26,459
8500 South Figueroa Street
Suite 202
Los Angeles, California 90003

Alvin Brown                      Agreement               $14,586
8500 South Figueroa Street
Suite 202
Los Angeles, California 90003


KL INDUSTRIES: Taps Shaw Gussis as Bankruptcy Counsel
-----------------------------------------------------
KL Industries, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to retain Shaw Gussis
Fishman Glantz Wolfston & Towbin LLC, as its bankruptcy counsel.

Shaw Gussis will:

    a. give the Debtors legal advice with respect to its rights,
       powers and duties as debtor-in-possession in connection
       with the administration of its estates and disposition of
       its property;

    b. take action as necessary with respect to claims that may be
       asserted against the Debtor and property of its estates;

    c. prepare applications, motion, complaints, orders and other
       legal documents as may be necessary in connection with the
       appropriate administration of the Debtor's case;

    d. represent the Debtor with respect to inquiries and
       negotiations concerning creditors of their estates and
       property of their estates;

    e. initiate, defend or otherwise participate on behalf of the
       Debtor in all proceedings before the bankruptcy court or
       any other court of competent jurisdiction; and

    f. perform any and all other legal services on behalf of the
       Debtor which may be required to aid in the proper
       administration of its estates.

The Debtors tell the Court that members at the firm bill between
$380 to $525 per hour, while associates bill between $220 to $325
per hour.

Steven B. Towbin, Esq., a member at Shaw Gussis, assures the Court
that his firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Towbin can be reached at:

      Steven B. Towbin, Esq.
      Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
      321 North Clark Street, Suite 800
      Chicago, Illinois 60610
      Tel: (312) 276-1333
      Fax: (312) 275-0569
      http://www.shawgussis.com/

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


KL INDUSTRIES: U.S. Trustee Appoints Seven-Member Committee
-----------------------------------------------------------
The U.S. Trustee for Region 11 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in KL Industries,
Inc.'s chapter 11 case:

    1. Metals USA
       Specialty Metals Northcentral, Inc.
       3000 Shermer Road
       Northbrook, Illinois 60062

       Representative:

       Joseph F. Petz

    2. Great Lakes Specialty Metals
       3955 Commerce Drive
       St. Charles, Illinois 60174

       Representative:

       Michael Dyer

    3. Idola Fori Design LLC
       17197 North Laurel Park Drive #572
       Livonia, Michigan 48152

       Representaitve:

       Maninder Kaushal

    4. Erickson Tool Mfg.
       47 West Commercial Drive
       Addison, Illinois 60101

       Representative:

       Michael J. Morrisne
       114 South Bloomingdale Road
       Bloomingdale, Illinois 60108

    5. Tandem Metals Inc.
       1149 South Central Avenue
       University Park, Illinois 60466

       Representative:

       Raymond Feeley
       575 West Exchange Street
       Crete, Illinois 60417

       6. Industrial Steel & Wire
       1901 North Narragansett
       Chicago, Illinois 60639

       Representative:

       Wayne Bennett

    7. Gibbs Wire and Steel Co. Inc.
       Mario Izzo
       P.O. Box 520
       Southington, CT 06489

       Representative:

       Evan S. Goldstein
       Reid and Riege, P.C.
       One Financial Plaza
       Hartford, CT 06103

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


L & M VIDEO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: L & M Video Productions, Inc.
        405 Madison Avenue
        Toledo, Ohio 43604
        Tel: (419) 531-3351

Bankruptcy Case No.: 06-31157

Chapter 11 Petition Date: May 19, 2006

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Grady L. Pettigrew, Jr.
                  Cox, Stein & Pettigrew Co., LPA
                  115 West Main, Suite 400
                  Columbus, Ohio 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

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
   ------                        ---------------   ------------
Teletech, Inc.                   Trade Debt            $238,000
c/o James Nowak, Esq.
4808 North Summit Street
Toledo, OH 43611

Gary & Karen Stewart             Commercial Lease      $200,000
24 East Woodruff Avenue
Toledo, OH 43624

Alice V. Farley Trust            Business Loan         $140,000
c/o David Rohrbacker
405 Madison Avenue, 8th Floor
Toledo, OH 43604

Corporate & Wealth Strategies    Business Consulting   $136,000
CWS Advisors, Ltd.

Mildred Clark                    Business Loan         $113,000

Eastman & Smith                  Professional           $43,000
                                 Services

Ultra-Vision, Inc.               Business Loan          $43,000

Melvin E. Harbaugh               Business Loan          $41,365

The Toledo Journal               Business Loan          $30,000

Palace Sports and                Programming            $26,000
Entertainment, Inc.              Rights

Kevin Kenney & Associates        Professional           $15,000
                                 Services

John Gray & Co.                  Tax Consultant         $13,500

American Tower                   Trade Debt             $12,600

DiSalle Realty                   Commercial Lease       $10,000

John Lepre                       Business Loan           $7,700

WNWO-TV24                        Trade Debt              $5,500

B & J Video, Inc.                Trade Debt              $5,310

Warner Brothers Television       Programming             $5,200
                                 Rights

Richardson Electronics, Ltd.     Trade Debt              $5,000

Keith Mitchell                   Professional            $4,000
                                 Services


LARRY'S MARKETS: Court Gives Interim Nod on Bush Strout as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave its interim approval for Larry's Markets, Inc., to employ
Bush Strout & Kornfeld as its bankruptcy counsel.

Bush Strout will:

    a. give the Debtor legal advice with respect to its powers and
       duties as debtor-in-possession in the continued operation
       of its business and management of its property;

    b. take necessary action to avoid any liens subject to the
       Debtor's avoiding powers;

    c. prepare on behalf of the Debtor all necessary applications,
       answers, orders, reports, and other legal papers; and

    d. perform any and all other legal services for the Debtor
       which may be necessary.

Armand J. Kornfeld, Esq., a member at Bush Strout, tells the Court
that he will bill $350 per hour for this engagement.  Mr. Kornfeld
discloses that professionals and other support personnel of the
firm bill between $55 and $375.

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

Mr. Kornfeld can be reached at:

      Armand J. Kornfeld, Esq.
      Bush Strout & Kornfeld
      5500 Two Union Square
      601 Union Street
      Seattle, Washington 98101
      Tel: (206) 292-2110
      Fax: (206) 292-2104
      http://www.bskd.com/

Headquartered in Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed total assets of $12,574,695 and total
debts of $21,489,800.


LARRY'S MARKETS: U.S. Trustee Appoints Five-Member Committee
------------------------------------------------------------
The U.S. Trustee for Region 18 appointed five creditors to serve
on an Official Committee of Unsecured Creditors in Larry's
Markets, Inc.'s chapter 11 case:

    1. Sysco Food Services of Seattle
       Attn: John Knapp, Esq.
       Cairncross & Hempelmann, P.S.
       524 Second Avenue, Suite 500
       Seattle, Washington 98104-2323
       Tel: (206) 254-4492
       Fax: (206) 254-4592

    2. Draper Valley Farms, Inc.
       Attn: Mel R. Call
       P.O. Box 838
       Mt. Vernon, Washington 98273
       Tel: (360) 424-7947
       Fax: (360) 424-1666

    3. United Natural Foods, Inc.
       Attn: Ann L. Harman
       1101 Sunset Boulevard
       Rocklin, California 95765
       Tel: (916) 625-4100
       Fax: (916) 625-4179

    4. Interbay Food Company
       Attn: Matt Beyer
       19210 - 144th Avenue Northeast
       Woodinville, Washington 98072
       Tel: (425) 485-6292
       Fax: (425) 485-6365

    5. Service Paper Company
       Attn: Denise Collier
       P.O. Box 1000
       Renton, Washington 98057
       Tel: (425) 981-8740
       Fax: (425) 981-8703

The Committee has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, 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 Kirklan, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed total assets of $12,574,695 and total
debts of $21,489,800.


LGB INC: Files Schedules of Assets and Liabilities
--------------------------------------------------
LGB, Inc., delivered its Schedules of Assets and Liabilities to
the U.S. Bankruptcy Court for the Eastern District of California
disclosing:


     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property               $10,417,500
  B. Personal Property            $8,778,709
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $1,700,000
  E. Creditors Holding
     Unsecured Priority Claims                           $2,235
  F. Creditors Holding                               $2,842,085
     Unsecured Nonpriority
     Claims
                                 -----------         ----------
     Total                       $19,196,209         $4,544,320

Headquartered in Grass Valley, California, LGB, Inc., filed for
chapter 11 protection on Apr. 27, 2006 (Bankr. E.D. Calif. Case
No. 06-21340).  George C. Hollister, Esq., at Hollister Law Corp.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million and estimated debts between $100,000 and $500,000.


LIBERTY MEDIA: Moody's Cuts Sr. Unsec. Debt Rating to Ba2 from Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded Liberty Media Corporation's
corporate family and senior unsecured long term debt ratings to
Ba2 from Ba1 concluding the review for downgrade initiated on
March 31, 2006.  The outlook is stable.

The Ba2 rating reflects Moody's continuing concerns over longer-
term event and execution risk, partially offset by the company's
valuable portfolio of wholly- and partially-owned businesses and
equity securities.

The rating also anticipates the likely increase of less liquid and
venture stage assets as a percentage of the portfolio.  It further
recognizes that total debt is likely to increase as Liberty
executes its leveraged investment strategy.

The prospect of notching holding company debt below the corporate
family rating may grow in the event that additional debt capital
is raised at various existing and to be acquired operating
companies, particularly at QVC.

Under the recently established tracking stocks, approximately $5.3
billion of debt is allocated to the cash flow generating Liberty
Interactive, while approximately $4.6 billion of exchangeable debt
is allocated to Liberty Capital which contains Liberty's large
public portfolio of assets as support.  However, this allocation
does not represent a legal separation of these obligations, and
therefore Moody's does not differentiate among these obligations
at present.

Liberty Media Corporation is a holding company owning interests in
a broad range of electronic retailing, communications, and
entertainment businesses.  The company maintains its headquarters
in Englewood, Colorado.

Downgrades:

Issuer: Liberty Media Corporation

   * Corporate Family Rating, Downgraded to Ba2 from Ba1
   * Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Ba2 from Ba1
   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
     from Ba1
   * Senior Unsecured Shelf, Downgraded to (P)Ba2 from (P)Ba1
   * Subordinated Shelf, Downgraded to (P)Ba3 from (P)Ba2

Outlook Actions:

Issuer: Liberty Media Corporation

   * Outlook, Changed To Stable From Rating Under Review


LODGENET ENT: March 31 Balance Sheet Upside-Down by $69 Million
---------------------------------------------------------------
LodgeNet Entertainment Corporation 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 $654,000 net loss on $70,193,000 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $261,326,000
in total assets and $331,230,000 in total liabilities, resulting
in a stockholders' deficit of $69,904,000.

As of March 31, 2006, working capital was $7.5 million, compared
to $13.7 million at Dec. 31, 2005.  The decrease was primarily
caused by the $10 million prepayment on the Company's term loan.

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?98f

Based Sioux Falls, South Dakota, LodgeNet Entertainment Corp.
-- http://www.lodgenet.com/-- provides interactive television and
broadband solutions to hotels throughout the United States and
Canada as well as select international markets.  These services
include on-demand movies, music and music videos, on-demand
videogames, Internet on television, and television on-demand
programming, as well as high-speed Internet access, all designed
to serve the needs of the lodging industry and the traveling
public.  LodgeNet provides service to more than one million
interactive guest pay rooms and serves more than 6,000 hotel
properties worldwide.  LodgeNet estimates that during 2005,
approximately 300 million travelers had access to LodgeNet's
interactive television systems.  In addition, LodgeNet is an
innovator in the delivery of on-demand patient education,
information and entertainment to medical care facilities.


LORBER INDUSTRIES: Court OKs Weiland as Panel's Bankruptcy Counsel
------------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California in Los Angeles gave the
Official Committee of Unsecured Creditors appointed in Lorber
Industries of California's chapter 11 case authority to employ
Weiland, Golden, Smiley, Wang, Ekvall & Strok, LLP, as its
bankruptcy counsel.

As reported in the Troubled Company Reporter on April 25, 2006,
Weiland Golden will:

   a. investigate the claims and liens of CIT Group and Anita
      Lorber, an insider of the Debtor;

   b. advise the Committee concerning the rights and remedies of
      the creditors and of the Committee in regard to the
      operation of the Debtor's business;

   c. represent the Committee in any proceedings or hearing,
      including lien avoidance, preference avoidance, and
      fraudulent coveyance litigation, and in any action where
      the rights of the estate or creditors may be litigated or
      affected;

   d. assist the Committee in reviewing the pending sale of
      assets and any plans of reorganization that will be filed
      by the Debtor, and assist the Committee in its analysis of
      any plans; and

   e. represent the Committee at hearings in connectin with the
      disclosure statements and plan confirmation.

Philip E. Strok, Esq., a partner at Weiland Golden, tells the
Court that the Firm's professionals bill between $130 and $500 per
hour.  He also adds that the Firm will not receive a retainer in
this case.

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

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


LORBER INDUSTRIES: Judge Donovan Denies Tobin Lucks' Retention
--------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California denied Lorber Industries of
California's request to employ The Law Offices of Tobin Lucks LLP
as its workers' compensation defense counsel.

Judge Donovan denied the Debtor's application because the
compensation arrangement was not explained in notice as required
by Local Bankruptcy Rule 2014-1(3)(B).

Judge Donovan will consider employment under Section 327 and
compensation under Section 320 of the Bankruptcy Code, but not
under Section 328 without further cause shown.

Tobin was expected to deal with insurance coverage issues.

Irvin L. Lucks, Esq., at partner at The Law Offices of Tobin Lucks
LLP disclosed that the Firm's professionals bill:

   Designation                    Hourly Rate
   -----------                    -----------
   Partners/Associates            $150 to $250
   Paralegals                         $75

With offices in Southern California, The Law Offices of Tobin
Lucks LLP -- http://www.tobinlucks.com/-- provides legal services
to the insurance and employer communities, with emphasis in
workers' compensation, labor and employment counseling and
litigation, and related areas of civil litigation.  The firm
employs over 60 attorneys.

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.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


MAGRUDER COLOR: Hires Environmental Waste as Consultants
--------------------------------------------------------
Magruder Color Company, Inc., nka Maggyco Inc., and its
debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the District of New Jersey to employ Environmental
Waste Management Associates, LLC as their environmental
consultants.

As reported in the Troubled Company Reporter on April 11, 2006,
Environmental Waste is expected to:

    (1) assist the Debtors in determining a fixed-price for
        cleanup of the Debtors' real estate and planning for
        completing any necessary remediation;

    (2) conduct further subsurface investigation at the Debtors'
        facilities;

    (3) prepare Preliminary Assessment Reports; preliminary site
        inspection, review environmental database records, review
        historical records and attempt to search for any other
        readily available information that may be required under
        the Industrial Site Recovery Act by the New Jersey
        Department of Environmental Protection;

    (4) obtain and review available historical fire insurance maps
        as an aid in identifying potential areas of environmental
        concern at the Debtors' facilities;

    (5) perform site inspection and private utility markout of the
        Debtors' facilities to identify and unmarked utilities;

    (6) investigate and delineate subsurface soil and ground water
        conditions, coordinate and oversee installation of corings
        in the concrete floors of any buildings in which borings
        will be installed; and

    (7) analyze soil and ground water for appropriate parameters,
        based upon known or suspected materials usage in the areas
        of the Debtors; facilities.

Christopher W. Richter, a technical director of Environmental
Waste, told the Court that the Firm will bill:

    * $15,000 for the preparation of the four preliminary
      assessment reports;

    * $68,000 for the remedial investigation proposed to determine
      the fixed price for cleanup; and

    * $12,000 for drilling, sampling and analysis to complete the
      remedial investigation activities.

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

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  Brian L.
Baker, Esq., and Howard S. Greenberg, Esq., Ravin Greenberg, PC,
represent the Creditors' Committee.  When the Debtors filed
protection from their creditors, they estimated assets and debts
of $10 million to $50 million.


MASTERCRAFT INTERIORS: Wants to Conduct Sales & Close Stores
------------------------------------------------------------
Mastercraft Interiors Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland for permission to
close their four stores and conduct "going out of business" sales.

Morton A. Faller, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker,
P.A., tells the Court that the Debtor is engaged in the highly
competitive retail furniture business.  Throughout 2005, the
Debtors' sales fell below levels necessary to allow it to operate
profitably under its existing debt structure.  Under current
market conditions and with the Debtors' existing debt structure,
it has been unable to turn around its business.  Unfortunately,
the market conditions in the furniture industry throughout the
county rendered the Debtor unable to sell itself as a going
concern, despite significant efforts to do so.

Mr. Faller points out that mounting debt, a severe liquidity
crisis, the inability to borrower and poor sales now require the
Debtors to liquidate its assets in a store closing scenario.

The Debtors hired Planned Furniture Promotions, Inc. and Great
American Group, LLC, to act as their exclusive agents to liquidate
inventory and debtor-owned furniture, fixtures and equipment at
the stores and the distribution center.

Gordon Brothers Retail Partners, LLC, and H.P.G. Enterprises,
Ltd., offered to buy the assets.  Court documents filed with the
Court did not disclose how much the Gordon Brothers and H.P.G. are
willing to pay.  However, the Debtors disclosed that they agreed
to pay $225,000 to Gordon Brothers and H.P.G. if these stalking
horse bidders are not declared as winning bidders at an auction.

Headquartered in Beltsville, Maryland, Mastercraft Interiors Ltd.,
-- http://www.mastercraftinteriors.com/-- manufactures high-
quality furniture and other home furnishings.  The Company and its
subsidiary, Kimels of Rockville, Inc., filed for bankruptcy on
May 15, 2006, (Bankr. D. Md. Case No. 06-12769).  Morton A.
Faller, Esq., Michael J. Lichtenstein, Esq., and Stephen A. Metz,
Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., represent
the Debtors in their restructuring efforts.  When it filed for
bankruptcy, Mastercraft Interiors reported assets amounting to
$10,600,288 and debts amounting to $25,485,847.  Kimels of
Rockville reported assets totaling $704,227 and debts amounting to
$10,341,704 during the bankruptcy filing.


MIRANT CORP: Plans to Shut Down Two Power Units in California
-------------------------------------------------------------
Mirant Corporation (NYSE: MIR) filed a 90-day notice of its intent
to shut down the Pittsburg 7 and Contra Costa 6 units located near
San Francisco, California.  The notice was filed with the
California Public Utilities Commission (CPUC) and the California
Independent System Operator (CAISO) in accordance with California
law and agreements governing operations with the CAISO.

Despite efforts over the last several months, Mirant has been
unable to successfully negotiate contracts or secure reliability
compensation for these units, without which operating the units is
not economical.

"Mirant will continue to work with all parties in an attempt to
reach agreements that will allow us to continue operating
Pittsburg 7 and Contra Costa 6," said Rob Hayes, President, Mirant
California.  "We will continue to do everything we can to achieve
this result. If we're not successful in our negotiations, it's our
intent to shut down these units at the end of the 90-day period,"
continued Mr. Hayes.

Mr. Hayes further stated, "Mirant intends to continue operations
of the remainder of its California fleet and to continue with
efforts to permit the new Contra Costa 8 unit."

The Contra Cost 8 unit is contemplated to be transferred to PG&E
pursuant to Mirant's previous settlement of California matters.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 97; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services placed a 'B+' corporate credit
rating on Mirant and said the outlook is stable.


MORGAN STANLEY: S&P Lowers $3.5MM Class A-14 Notes' Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3.5 million class A-14 secured fixed-rate notes from Morgan
Stanley ACES SPC series 2006-8 to 'BB' from 'BBB-' and removed it
from CreditWatch, where it was placed with negative implications
on April 25, 2006.

The rating action reflects:

   * the May 4, 2006, lowering of the rating on the underlying
     securities;

   * the $250 million 5.25% senior notes issued by American Axle &
     Manufacturing Inc.; and

   * its subsequent removal from CreditWatch with negative
     implications.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a swap-independent synthetic transaction that is
weak-linked to the reference obligations on the underlying
collateral for each class.


MOTHERS WORK: S&P Affirms B- Rating & Revises Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Philadelphia-based Mothers Work Inc. to positive from negative.
All ratings, including the 'B-' corporate credit rating, on this
specialty maternity apparel retailer are affirmed.  Mothers Work
had total funded debt outstanding of about $129 million as of
March 31, 2006.

"The outlook revision reflects improving operating performance for
the past two quarters as well as a recovery of credit protection
measures," said Standard & Poor's credit analyst Ana Lai.

Following a period of negative sales trends in fiscal 2004 and
2005, Mothers Work's recent operating results have recovered as
competitive pressure from discounters and other specialty
retailers has eased and consumers' response to its merchandising
mix has improved.  Mothers Work reported comparable-store sales
growth of 2.4% in the six months ended March 31, 2006, compared to
a 2.5% comparable-store sales decline in the fiscal year ended
Sept. 30, 2005.  Improved sales in the latest period contributed
to an increase in adjusted EBITDA to about $19.5 million, from
$16.6 million a year earlier.

The ratings on Mothers Work continue to reflect:

   * the high business risk associated with the company's
     participation in the narrowly defined and intensely
     competitive maternity segment of the apparel retailing
     industry;

   * recent history of weak operating results; and

   * a highly leveraged capital structure.


MUSICLAND HOLDING: ACD Wants Star Agreement Filed Under Seal
------------------------------------------------------------
Advanced Communication Design, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York's authority to file
under seal a contract it entered into with The Musicland Group,
Inc., as of September 15, 1998, for the sale, installation and use
of a computerized audiovisual information system known as the
Star(TM) System.

Robert W. Dremluk, Esq., at Seyfarth Shaw LLP, in New York City,
asserts that filing the 1998 Contract under seal is justified
because certain commercial information contained in the Contract,
particularly information concerning the components of the
Star(TM) System and the pricing of product provided to Musicland
Group, is confidential and proprietary to ACD.  "The disclosure of
that information would put ACD at a competitive disadvantage."

In addition, the 1998 Agreement expressly imposes certain
confidentiality restrictions on the parties.

ACD asks the Court allow access to the 1998 Agreement to these
persons and entities:

   (a) The Court,

   (b) The U.S. Trustee,

   (c) Professionals retained by an official committee in the
       Debtors' Chapter 11 cases, and

   (d) Those persons who:

          -- are deemed acceptable by the Debtors and ACD;

          -- have executed a confidentiality agreement acceptable
             to the Debtors and ACD; and

          -- present the Clerk of the Court with a document
             evidencing satisfaction of the previous two
             conditions, signed by ACD.

ACD further asks the Court to rule that:

   (a) any party permitted access to the 1998 Agreement will
       not share any information contained in the document; and

   (b) any party found to violate those conditions will be
       subject to sanctions for violation of the Court's order.

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


NAKOMA LAND: Court Names Angelique I.M. Clark as Ch. 11 Trustee
---------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada appointed Angelique I.M. Clark as chapter 11
trustee in the bankruptcy cases of Nakoma Land, Inc., and its
debtor-affiliates.

The U.S. Trustee for Region 13 recommended Ms. Clark's appointment
after Investors Financial LLC, sought for the appointment of a
trustee.

Investors Financial, a secured creditor in the Debtors' chapter 11
proceedings, loaned approximately $15 million to the Debtors under
a Promissory Note and Deed of Trust before the Debtors filed for
chapter 11 protection.  The loan is secured by real property owned
by the Debtors.  Dariel Garner and Margaret Garner each guaranteed
the loan.

In December 2004, the Debtors ceased making required monthly
payments on the loan.

On May 19, 2005, the Nakoma Land, Inc., Sierra Highlands, Inc.,
and Grizzly Golf, Inc., filed for chapter 11 protection.  Nakoma
Resort, LLC, Gold Mountain Ranch, LLC, and Dragon Golf, LLC,
followed, filing chapter 11 petitions on June 6, 2005, to
contemplate the sale of Nakoma Resort.

On Sept. 22, 2005, the Debtors agreed to grant Investors
additional security in the form of liens on all personal property
used in connection with the Nakoma Resort.

Kevin A. Darby, Esq., at Downey Brand LLP, told the Court that
Mr. Garner sold his equity interest to Margaret Garner on Oct. 1,
2005, which now makes Ms. Garner the Resort's controlling member.

Investors Financial gave the Court five reasons why the
appointment of a chapter 11 trustee is warranted:

  (1) Mr. Garner's sudden departure as Nakoma Resort's sole owner
      compounds management instability and a chapter 11 trustee
      could bring credibility to the Debtor's management;

  (2) the Debtors have not been open with the Court or its
      creditors in relation to the filing of unscheduled claims by
      Mr. Garner.  Thus a trustee is necessary to investigate the
      legitimacy of any claim asserted by insiders or related
      entities;

  (3) the Debtors selected an investment bank, General Capital
      Partners, to market and sell the Nakoma Resort, instead of
      an experienced real estate broker thus a need for the Court
      to appoint an independent party in whom Investors and other
      creditors can repose confidence;

  (4) the Debtors now rely on Ms. Garner, their new sole owner, to
      advance funds to preserve and protect the Dragon Golf Course
      during the winter season since they have no money and no
      positive cash flow.  Investors believes that Ms. Garner has
      advanced few funds to winterize the golf course and that the
      Debtors will only spend the absolute minimum necessary to
      winterize the course.  A trustee is necessary, Investors
      Financial continue, to prevent significant damage and loss
      in value; and

  (5) the Debtors did not include the Garners' personal 10 acre
      homesite, now owned by Sierra Highlands, or Melkon Inc.'s
      residential lots in their agreement with General Capital
      Partners which illustrates, Investors say, that the Garners
      are incapable of acting in the best interest of anyone but
      themselves.

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, California.  The Debtor along with
its affiliates filed for chapter 11 protection on May 19, 2005
(Bankr. D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed total assets of $18,000,000 and total
debts of $15,252,580.


NORTHWEST AIRLINES: Reaches Tentative Agreement with Machinists
---------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
reported a tentative agreement with Northwest Airlines covering
5,600 Equipment Service & Stock Clerks at the bankrupt airline.

"The negotiating committee unanimously recommends ratification of
the agreement to avoid the elimination of our contract," IAM
District 143 President Bobby DePace said.  "We are not
recommending ratification because the terms are favorable, but
because the alternative is worse."

The ESSC membership rejected a company proposal on March 7, 2006.
IAM members in the Clerical, Office, Fleet and Passenger Service
and Plant Protection classifications ratified Northwest's
settlement proposals.  Flight Simulator Technicians & Simulator
Support Specialists also rejected Northwest's proposal in March,
but the airline has not moved to abrogate their agreement at this
time.

A full-text copy of the Tentative Agreement is available at no
charge at:

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

The International Association of Machinists and Aerospace Workers
-- http://www.iam143.org/-- is the largest airline union in North
America and the largest union at Northwest Airlines.

                    About Northwest Airlines

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


NOVA CHEMICALS: S&P Lowers Corp. Credit & Sr. Debt Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Calgary, Alta.-based
Nova Chemicals Corp. to 'BB-' from 'BB+'.  The outlook is stable.

The ratings were lowered because of the company's continuing weak
financial performance and heavy debt burden.  Furthermore, Nova is
heavily reliant on its profitable olefins division because the
persistently poor performance of its styrenics division limits its
cash flow diversity.  The styrenics business has been EBITDA
negative in four of the past five years, and is slightly EBITDA
negative in total for the last decade.

In addition, the styrenics division's EBITDA less capital
expenditures has totaled negative US$678 million in the past five
years, with the most severe cash burn in 2005 at US$310 million.
This accentuates the importance of the olefins business in
ensuring that the company generated positive free operating cash
flow over the period.

"The ratings on Nova reflect the volatility and commodity nature
of the company's petrochemical products, heavy reliance on its
olefins and polyolefins division for cash flow, and its high debt
leverage," said Standard & Poor's credit analyst Donald Marleau.
"The company's weak business profile is composed of a solid-
performing olefins division that has a good cost profile and has
generated good returns, which is counterbalanced by a weak
styrenics division that consistently generates poor operating
results," Mr. Marleau added.

Nova's primary petrochemical segments are highly cyclical and
operating margins trend in the same direction, thereby limiting
the benefits of diversification because both product chains
consume energy-related raw materials, and demand is linked to
economic activity.  The company's ethylene/polyethylene segment
benefits from a strong cost profile relative to most North
American producers due to access to competitive feedstocks at its
Alberta facilities.  The styrenics division, however, has a weak
operating cost profile and is subject to intense global
competition.

Profitability in the styrenics chain has been hampered by large-
scale capacity additions around the world, some of which relate to
the development of propylene oxide facilities.  These facilities
often use technology that makes styrene as a co-product, thereby
increasing industry capacity irrespective of fundamental market
conditions.  These poor industry fundamentals and Nova's high cost
position have resulted in negative EBITDA generation for many
years.  Although Nova has taken a number of measures to reduce
costs and introduce higher margin products, it is unclear whether
these efforts will be successful in neutralizing the drag it has
caused on the company's overall financial performance.

Standard & Poor's expects that better olefins market conditions
and the company's operational improvements will help improve
credit measures in the near term, and will serve to support the
continuing drag from the acutely unprofitable styrenics division.
Stronger results in 2006 could yield a financial profile that is
more consistent with the ratings, with FFO to total debt of about
20% and EBITDA interest coverage of about 3.5x.  On the other
hand, the adoption of more aggressive financial policies or a lack
of improvement in operating results could result in the outlook
being revised to negative.


OCA INC: Hires Jenner & Block as Committee's Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Jenner &
Block, LLP, as its bankruptcy counsel.

Jenner & Block is expected to:

     a. represent the Committee in any proceedings and hearings
        related to the Debtors' Chapter 11 Cases;

     b. attend meetings and negotiate with representatives of
        the Debtors and other parties in interest;

     c. negotiate with the Debtors and other creditor and equity
        constituencies regarding a plan of reorganization;

     d. advise the Committee of its powers and duties;

     e. advise the Committee regarding matters of bankruptcy
        law;

     f. provide assistance, advice, and representation
        concerning the confirmation of, or objection to, any
        proposed plan;

     g. prosecute and defend litigation matters and other
        matters that might arise during the Debtors' Chapter 11
        cases;

     h. provide counseling and representation with respect to
        assumption or rejection of executory contracts and
        leases, sales of assets, and other bankruptcy-related
        matters arising from these Chapter 11 Cases;

     i. render advice with respect to other legal issues
        relating to the Chapter 11 Cases, including, but not
        limited to, securities, corporate finance, tax, and
        commercial issues;

     j. prepare, on behalf of the Committee, any necessary
        adversary complaints, motions, applications, orders, and
        other legal papers relating to these Chapter 11 Cases;
        and

     k. perform other legal services necessary and appropriate
        for the efficient and economical administration of the
        Debtors' Chapter 11 Cases.

The primary attorneys anticipated to work on this engagement are
Mark K. Thomas, Esq., Michael S. Terrien, Esq., Peter J. Young,
Esq., and Phillip W. Nelson, Esq.

Jenner & Block's hourly billing rates are:

        Professional                           Hourly Rates
        -----------                            ------------
        Mark K. Thomas, Esq.                       $650
        Michael S. Terrein, Esq.                   $515
        Peter J. Young, Esq.                       $325
        Phillip W. Nelson, Esq.                    $250
        Partners                               $410 - $800
        Associates                             $230 - $395
        Paralegals                             $160 - $235
        Project Assistants                     $100 - $130

Mr. Thomas, a partner at Jenner & Block, tells the Bankruptcy
Court that his firm does not hold any interest adverse to the
Debtors' estates or their creditors, and is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

                           About OCA

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's client practices provide treatment to
patients throughout the United States and in Japan, Mexico, Spain,
Brazil and Puerto Rico.

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.


OCA INC: Committee Hires Loughlin Meghji+Company as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Loughlin
Meghji+Company as its financial advisor.

Loughlin is expected to:

     a) evaluate the assets and liabilities of the Debtor;

     b) analyze and review the financial and operating statements
        of the Debtor;

     c) analyze the business plans and any financial and cash flow
        forecasts of the Debtor;

     d) review contractual arrangements between the Debtor and
        related entities;

     e) review and assist with the claims resolution process and
        distributions;

     f) review cash flow forecasts and other related issues;

     g) provide valuation and other financial analysis as the
        Committee may require;

     h) assess various strategic alternatives proposed by the
        Debtor and evaluate these alternatives, including:

           -- the Debtor's viability as a standalone entity;

           -- sale of all or some of the assets of the
              Debtor's estate; and

           -- any plan of reorganization proposed by the Debtor.

      i) provide testimony in Court on behalf of the Committee;
         and

      j) provide other appropriate and necessary services as
         requested by the Committee.

Loughlin will charge an advisory fee of $75,000 per month for the
first three months of its engagement.  The firm will charge
$50,000 in the succeeding months.

Mohsin Y. Meghji, a principal at Loughlin, assures the Bankruptcy
Court that his firm does not hold any interest materially adverse
to the Debtor's estate and is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

A full-text copy of the Committee's eight-page engagement
agreement with Loughlin is available for free at:

               http://ResearchArchives.com/t/s?806

                           About OCA

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's client practices provide treatment to
patients throughout the United States and in Japan, Mexico, Spain,
Brazil and Puerto Rico.

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.


OPTICAL DATACOMM: Ch. 11 Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------------
Frederick B. Rosner, Esq., the Chapter 11 Trustee for Optical
DataCom, LLC's bankruptcy estate, asks the U.S. Bankruptcy Court
for the District of Delaware to convert the Debtor's chapter 11
case to chapter 7 liquidation proceeding.

The Ch. 11 Trustee gave the Court three reasons why his request is
warranted:

   a) the chapter 11 estate is administratively insolvent;

   b) the Trustee can't propose a feasible plan; and

   c) the estate's principal remaining asset can be more
      effectively prosecuted in the context of a chapter 7
      liquidation proceeding.

Since his appointment, the Ch. 11 Trustee prosecuted numerous
avoidance actions and has collected proceeds.  In addition, the
Ch. 11 Trustee resolved litigation against the Bank Group.  Under
the settlement, the Bank Group now holds an allowed general
unsecured claim of $35.5 million less the aggregate amount of all
payments, if any, they may receive from the liquidation of any
remaining collateral.

The Ch. 11 Trustee also filed a lawsuit against Larry Large, et
al.  The Large Litigation seeks recovery of the $70 million on a
fraudulent transfer theory and its effective prosecution presents
the only hope for any recovery to the estate's general unsecured
creditors.

If the case is converted, the chapter 7 Trustee and his or her
counsel will be able to devote the estate's unencumbered cash to
prosecute the Large Litigation because the chapter 7 professional
fees will enjoy a priority over the accrued chapter 11
professional fees.

Optical Datacomm, LLC, now known as OODC LLC, supplies network
integration services solutions and design and manufactures
custom connectionized fiber optic, copper and coaxial cable
assemblies to telecommunication companies worldwide.  The Company
filed for chapter 11 protection on November 17, 2001.  H. Jeffrey
Schwartz, Esq. at Benesch, Friedlander, Coplan & Aronoff, LLP
and Joel A. Waite, Esq. at Young Conaway Stargatt & Taylor
represent the Debtor in its restructuring efforts.  Anthony M.
Saccullo, Esq., and Neil B. Glassman, Esq, at The Bayard Firm
represent the Debtor's Official Committee of Unsecured Creditors.
In its petition, the Company listed estimated assets of $10
million to $50 million and estimated debts of $50 million to $100
million.


OWENS CORNING: Bankr. Court Rules Bank Claims are Unimpaired
------------------------------------------------------------
On a final basis, the Honorable Judith K. Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware rules that the
payment in full and in cash of claims of prepetition bank lenders
renders the claim unimpaired pursuant to Section 1124 of the
Bankruptcy Code under the Debtors' Fifth Amended Plan of
Reorganization.

Thus, the classes of Bank Holder Claims under the Plan of
Reorganization are conclusively presumed to have accepted the
Plan in accordance with Section 1126(f).

Upon payment in full to the holders of the Bank Holder Claims:

   -- all Bank Holder Claims and remedies arising under or
      related to the Credit Agreement dated June 26, 1997, and
      the related guaranties against the Debtors, the Non-Debtors
      and the other Non-Debtor Subsidiaries, will be
      extinguished;

   -- the Debtors, the Non-Debtors and the other Non-Debtor
      Subsidiaries will have no further obligations under the
      Credit Agreement with respect to all Bank Holder Claims and
      will be deemed to be fully and completely discharged of the
      obligations, liabilities and responsibilities to the
      fullest extent of the law;

   -- each holder of a Bank Holder Claim will be permanently
      barred from taking any action against any of the Debtors,
      the Non-Debtors and the other Non-Debtor Subsidiaries with
      respect to all Bank Holder Claims; and

   -- each holder of a Bank Holder Claim will release each of the
      Debtors, the Non-Debtors and the other Non-Debtor
      Subsidiaries from the Bank Holder Claims.

The definition of Bank Default Interest and Fee Amount in the
Fifth Amended Plan is revised to mean the sum of:

   a. the amount of interest accrued through the date of delivery
      of the Initial Bank Holders' Distribution on the amount of
      principal, interest and fees outstanding under the Credit
      Agreement as of the Petition Date, when calculated at the
      floating Base Rate plus 2% on compounding basis; and

   b. the amount of any accrued and unpaid postpetition fees
      payable under the Credit Agreement through the date of
      delivery of the Initial Bank Holders' Distribution.

If Class A4 is deemed Unimpaired, or if Class A4 is deemed
Impaired and accepts the Plan, then, in full satisfaction and in
exchange for their Allowed Claims against the Debtors and claims
against certain of the Non-Debtor Subsidiaries, each holder of an
Allowed Class A4 Claim will receive his pro rata share of cash in
an aggregate amount equal to the sum of the amount of the Allowed
Class A4 Claims plus the Bank Default Interest and Fee Amount.

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  Headquartered in Toledo,
Ohio, the Company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. Del. Case. No. 00-03837).   Norman L. Pernick, Esq., at
Saul Ewing LLP, represents the Debtors.  Elihu Inselbuch, Esq., at
Caplin & Drysdale, Chartered, represents the Official Committee of
Asbestos Creditors.  James J. McMonagle serves as the Legal
Representative for Future Claimants and is represented by Edmund
M. Emrich, Esq., at Kaye Scholer LLP. (Owens Corning Bankruptcy
News, Issue Nos. 129 & 130; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


OWENS CORNING: Equity Holders Insist on Committee Appointment
-------------------------------------------------------------
The Ad Hoc Committee of Preferred and Equity Security Holders in
the chapter 11 cases of Owens Corning and its debtor-affiliates is
appealing from the denial by the U.S. Bankruptcy Court for the
District of Delaware of its request to appoint an official
preferred and equity security holders committee to the U.S.
District Court for the District of Delaware.

The Ad Hoc Committee asks the District Court to review three
issues:

   1. Whether the Bankruptcy Court erred in denying the Official
      Committee Motion by ignoring or misapplying the legal
      factors relevant to considering whether preferred security
      and equity  security holders are adequately represented in
      the Debtors' Chapter 11 cases as required by Section
      1102(a)(2) of the Bankruptcy Code and applicable case law
      authority;

   2. Whether the Bankruptcy Court erred in determining that the
      present purported insolvency of the Debtors warranted
      denial of the Official Committee Motion; and

   3. Whether the Bankruptcy Court abused its discretion in
      denying the Ad Hoc Committee's request.

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ.OB) --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  Headquartered in Toledo,
Ohio, the Company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. Del. Case. No. 00-03837).   Norman L. Pernick, Esq., at
Saul Ewing LLP, represents the Debtors.  Elihu Inselbuch, Esq., at
Caplin & Drysdale, Chartered, represents the Official Committee of
Asbestos Creditors.  James J. McMonagle serves as the Legal
Representative for Future Claimants and is represented by Edmund
M. Emrich, Esq., at Kaye Scholer LLP. (Owens Corning Bankruptcy
News, Issue Nos. 126 & 127; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


PALAZZO DI: Court Sets June 2 General Claims Bar Date
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia set
June 20, 2006, as the deadline for all creditors owed money by
Pallazo Di Stonecrest, LLC, on account of claims arising prior to
March 7, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the June
20 Claims Bar Date and those forms must be delivered to:

     Clerk, United States Bankruptcy Court
     1340 Richard B. Russell Bldg.
     75 Spring Street, SW
     Atlanta, Georgia 30303-3367

Headquartered in Atlanta, Georgia, Palazzo Di Stonecrest, LLC,
filed for chapter 11 protection on Mar. 7, 2006 (Bankr. N.D. Ga.
Case No. 06-62584).  David L. Miller, Esq., at the Law Office of
David L. Miller, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $10 million and $50 million and debts
between $1 million and $10 million.


PARMALAT USA: Citibank Lawsuit Standstill Period is Until May 31
----------------------------------------------------------------
Citibank, N.A., and Citibank, N.A. International Banking Facility,
on one hand, and Dr. Enrico Bondi, extraordinary administrator of
Parmalat Finanziaria S.p.A. and certain of its affiliates and CEO
of Reorganized Parmalat, on the other hand, agree that at 5:00
p.m. New York time, on May 31, 2006, the Preliminary Injunction
Order will automatically be deemed modified to permit Citibank to
take any action to enforce its rights against Parmalat Paraguay
S.A. or otherwise with respect to the obligations of Parmalat
Paraguay to Citibank in Paraguay.

During the Standstill Period, Reorganized Parmalat, as successor
to the Foreign Debtors, will provide Citibank, concerning Parmalat
Paraguay and its subsidiaries, with:

   -- access to company management;

   -- access to their Paraguayan advisers;

   -- access to their books and records; and

   -- copies of and access to forecasts, budgets, restructuring
      plans, term sheets relating to a sale or other disposition
      of the assets, purchase and sale agreements and
      correspondence of any kind or nature relating in any way to
      a sale or other disposition of the assets or the
      restructuring of the indebtedness.

The Standstill Period may be extended for an additional period
upon the parties' written agreement.

Any information obtained by Citibank pursuant to the Stipulation
will be used exclusively for accessing and seeking a restructuring
of Parmalat Paraguay's debt and will not be used for any other
purpose.  The information will be maintained as confidential by
Citibank.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Wants More Time to File Ch. 11 Plan
---------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to extend the period during which they have the
exclusive right to:

   a. file a plan through and including October 25, 2006; and

   b. solicit and obtain acceptances of that plan through
      December 25, 2006.

Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to file a Chapter 11 plan of
reorganization.  If the debtor files a plan within that period,
Section 1121(c)(3) extends the exclusivity period to 180 days
after the Petition Date to permit the debtor to garner support
for the plan.

The Debtors assert that their Chapter 11 cases are sufficiently
large and complex to warrant an extension of the Exclusive
Periods.

Sven T. Nylen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, points out that the Debtors are the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Debtors also possess a significant
organizational and capital structure and have over a thousand
unsecured creditors.

The Debtors believe they have made very substantial progress in
the first 120 days of their Chapter 11 cases.  Since the Petition
Date, the Debtors have devoted time and effort to a number of
tasks, including:

   1. finalizing the terms of the their postpetition financing
      and complying with its terms;

   2. interviewing potential candidates for the chief
      restructuring officer role required by the DIP Financing;

   3. shopping for and establishing a new insurance program that
      will result in cost savings;

   4. implementing the relief authorized by the Court at the
      first day hearing to preserve the Debtors' relationships
      with their employees, customers, suppliers, lenders,
      lessors and others;

   5. responding to creditor, supplier and customer inquiries;

   6. gathering the information required to complete the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs;

   7. preparing for a potential contested hearing on the Debtors'
      proposed adequate assurance procedures for utility
      providers and negotiating deposits with numerous utility
      providers; and

   8. preparing and presenting motions seeking additional relief.

Currently, the Debtors are continuing to analyze their customer
contracts and collective bargaining agreements.  In particular,
the Debtors are preparing for negotiations with their customers
and the labor unions concerning concessions that will help
strengthen financial and operational viability.

"These negotiations represent the first analytical step towards
the development of a viable exit strategy and, in turn, a
feasible Chapter 11 plan," Mr. Nylen says.  "Hence, these
ongoing negotiations constitute unresolved contingencies so
significant to the reorganization that they alone necessitate
extension of the Exclusive Periods."

The Debtors are confident that the discussions will yield results
that will provide healthy prospects for the filing of a viable
plan.  Prior to the conclusion of the discussions, however, the
Debtors will not be in a position to accurately evaluate their
assets and liabilities and the universe of claims against them or
determine an appropriate post-confirmation capital structure,
much less propose a plan.

Given the scale and complexity of the restructuring, much work
remains before the Debtors can develop a business plan and
propose a viable plan of reorganization.  Thus, Mr. Nylen
concludes, the extension is both necessary and appropriate to
permit the Debtors to commence and consummate the next stages in
the administration of their Chapter 11 cases.

Mr. Nylen assures the Court that the extension is not intended to
delay administration of the Debtors' Chapter 11 Cases or to
pressure creditors to accept an unsatisfactory plan.  To the
contrary, the extension is sought to facilitate an orderly,
efficient and cost-effective process for the benefit of all
creditors.

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Taps Reed Smith as Special Counsel
--------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for authority to employ Reed Smith LLP as their
special counsel in connection with labor union and pension plan
matters.

Reed Smith is an international law firm with 1,000 lawyers in 18
cities.

Reed Smith will focus solely on negotiations concerning the
Debtors' collective bargaining agreements with the International
Brotherhood of Teamsters and the Debtors' related obligations.

Specifically, the firm will:

   a. advise and represent PTS with respect to all issues
      involving or relating to its collective bargaining
      agreements;

   b. advise and represent PTS with respect to all issues
      relating to all pension plans, health plans and other
      employee benefits for both active and retired employees;

   c. advise and represent PTS with respect to any issues
      involving compensation of its hourly and salaried
      workforce; and

   d. perform all necessary or appropriate related services.

Paul M. Singer, Esq., a partner at Reed Smith, tells Judge Kaplan
that the firm will not represent the Debtors in connection with
any relief sought before the Bankruptcy Court.  Therefore, Mr.
Singer says, the services the firm will provide will not be
duplicative of any services provided by the Debtors' general
bankruptcy counsel, Kirkland & Ellis LLP, or their local counsel,
Hodgson Russ LLP.

PTS will pay Reed Smith at these hourly rates:

      Billing Category                    Range
      ----------------                 -----------
      Partners                         $340 - $825
      Associates and Counsel           $235 - $490
      Paralegals                       $120 - $290

Reed Smith professionals that are expected to have primary
responsibility for the engagement are:

                                         Current
      Reed Smith Professional          Hourly Rate
      -----------------------          -----------
      Paul M. Singer                       $625
      William Bevan III                    $490
      Robert B. Cottington                 $425
      Jeanne S. Lofgren                    $260

Mr. Singer assures the Court that neither he, Reed Smith, nor any
partner or associate of the firm, holds or represents any
interest adverse to the Debtors' estate in the matters on which
the firm is to be engaged.

Reed Smith, Mr. Singer asserts, is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code.


                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Inks $200 Mil. Credit Facility from Merrill Lynch
---------------------------------------------------------------
Pliant Corporation signed a commitment letter from Merrill Lynch
Commercial Finance Corp. relating to a proposed $200 million
revolving credit facility.  This facility would replace Pliant's
existing prepetition revolver and debtor-in-possession credit
facility upon the company's emergence from Chapter 11, and is
subject to approval and implementation of Pliant's proposed plan
of reorganization, completion of definitive documentation, and
other customary closing conditions.

"This facility is a significant increase from Pliant's $140
million pre-petition credit facility," according to Bill Derrough,
Managing Director of Jefferies & Company, Inc., Pliant's financial
advisor.  "It represents the accomplishment of another milestone
towards Pliant's emergence from Chapter 11 and reconfirms the
capital markets' support of Pliant's management and business
plan."

"We are pleased to have received this financing commitment from
Merrill Lynch Commercial Finance Corp," Harold Bevis, President
and CEO, said.  "They are a premier partner and can help Pliant
achieve our financial goals.  This $200 million commitment meets
our objectives.  We believe the new credit facility will provide
liquidity and cash flows needed to execute our business plan and
enable Pliant to invest in its business on a sustained basis.
This is a great outcome for Pliant."

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.


REFCO INC: Ch. 11 Trustee Gets Interim Nod on Bingham as Counsel
----------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave his interim approval for
Marc S. Kirschner, the Chapter 11 trustee overseeing the estate
of Refco Capital Markets, Ltd., to employ Bingham McCutchen LLP,
as his general bankruptcy counsel, nunc pro tunc to
April 10, 2006.

Judge Drain also rules that neither Bingham nor the RCM Trustee is
authorized solely to negotiate or prepare a plan of reorganization
limited to the RCM estate, or prepare any disclosure statement or
seek approval of a disclosure statement or confirmation of a
stand-alone RCM plan.

Judge Drain will conduct a final hearing on the Application at a
later date.  If no objections are filed with the Court, the
Interim Order will automatically be deemed final.

                     Bingham Retention

Mr. Kirschner selected Bingham because of its considerable
experience in matters of financial restructuring.  The firm has
acted in a professional capacity in numerous Chapter 11 cases and
out-of-court workouts.

Specifically, Bingham will:

   (a) negotiate and prepare a plan of reorganization,
       disclosure statement, and all related agreements or
       documents for RCM, and take any necessary action to obtain
       confirmation of that plan on Mr. Kirschner's behalf;

   (b) assist Mr. Kirschner in compelling RCM's production of
       books and records concerning RCM's financial affairs and
       transfers of property interests;

   (c) advise Mr. Kirschner regarding any other sale or
       conveyance of RCM's assets;

   (d) appear before the Court and any appellate courts, and
       protect Mr. Kirschner's rights and interests;

   (e) prepare motions, applications, answers, orders, reports,
       and papers necessary to the administration of the RCM
       estate; and

   (f) perform all other necessary legal services and provide
       other legal advice to Mr. Kirschner.

Mr. Kirschner clarifies that Bingham's role will not extend to
litigation or other action that would be adverse to any client of
the firm, nor does he anticipate needing Bingham's services.  In
those circumstances, Mr. Kirschner would engage other counsel as
needed.

Bingham's current hourly billing rates, which are adjusted in
January of each year, range from $135 for paraprofessionals to
$850 for attorneys.

Tina L. Brozman, Esq., a partner at Bingham, attests that the
firm does not have any connection with or any interest adverse to
RCM or other parties-in-interest, and is a "disinterested person"
as defined in Section 101(14) and as modified by Section 1107(6)
of the Bankruptcy Code.

                          About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REO MOVING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: REO Moving & Van Lines, Inc.
        7000 South Chicago Avenue
        Chicago, Illinois 60637

Bankruptcy Case No.: 06-05835

Chapter 11 Petition Date: May 20, 2006

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Karen J. Porter, Esq.
                  Law Offices of Karen J. Porter, Ltd.
                  11 East Adams Street, Suite 604
                  Chicago, Illinois 60603
                  Tel: (312) 673-0333
                  Fax: (312) 673-0334

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

A full-text copy of the Debtor's 9-page list of its largest
unsecured creditors is available for free at
http://researcharchives.com/t/s?99c



REYNOLDS AMERICAN: Launches Exchange Offer for $1.45 Billion Notes
------------------------------------------------------------------
Reynolds American Inc. is commencing an exchange offer pursuant to
which it will offer to issue, in a private offering, new senior
secured notes in exchange for up to $1.45 billion aggregate
principal amount outstanding of:

   * 6.500% Notes due 2007 (CUSIP No. 76182KAM7),
   * 7.875% Notes due 2009 (CUSIP Nos. 76182KAL9 and 74960LBN5),
   * 6.500% Secured Notes due 2010 (CUSIP No. 76182KAR6),
   * 7.250% Notes due 2012 (CUSIP No. 76182KAN5) and
   * 7.300% Secured Notes due 2015 (CUSIP No. 76182KAS4)

issued by RAI's direct, wholly owned subsidiary, R.J. Reynolds
Tobacco Holdings, Inc., and the related consent solicitation to
amend the indentures under which the RJR Notes were issued.

The Exchange Offer and Consent Solicitation are being made upon
the terms and conditions set forth in the Offer to Exchange and
Consent Solicitation Statement dated May 19, 2006 and related
materials, copies of which will be delivered to holders of the RJR
Notes eligible to participate in the offer.  The Exchange Offer
will expire at 5:00 p.m., New York City time, on June 16, 2006,
unless such date is extended.  Tendered RJR Notes may not be
withdrawn and consents may not be revoked after 5:00 p.m., New
York City time, on June 16, 2006.

Each eligible holder exchanging RJR Notes in the Exchange Offer
will receive, in exchange for RJR Notes tendered, an equal
principal amount of RAI Notes, having interest rates, maturity
dates and interest payment dates identical to the RJR Notes
exchanged.  The RAI Notes will be guaranteed by additional
guarantors as compared with the RJR Notes.

In the Consent Solicitation, RAI is soliciting the consent of the
holders of RJR Notes to eliminate substantially all of the
restrictive covenants and one of the bankruptcy events of default
contained in the indentures governing the RJR Notes. Holders may
not tender their RJR Notes without delivering consents or deliver
consents without tendering their RJR Notes.

No exchange or consent fee is payable in connection with the
Exchange Offer or Consent Solicitation.

RAI's obligation to accept and exchange RJR Notes validly tendered
pursuant to the Exchange Offer is conditioned on, among other
things, the closing of RAI's acquisition of a to-be-formed holding
company that will own Conwood Company, L.P., Conwood Sales Co.,
L.P., Rosswil LLC and Scott Tobacco LLC.  It is not conditioned,
however, upon the tender of any minimum aggregate principal amount
of the outstanding RJR Notes.  RAI reserves the right to
terminate, withdraw, amend or extend the Exchange Offer in its
discretion, subject to the terms and conditions set forth in the
Offer to Exchange.

The Exchange Offer has not been and will not be registered under
the Securities Act of 1933, as amended, or the securities laws of
any other jurisdiction.  The RAI Notes will be issued in reliance
upon exemptions from registration under the Securities Act.  The
RAI Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.  The
Exchange Offer and Consent Solicitation will only be made pursuant
to the Offer to Exchange, which will be made available to eligible
holders of RJR Notes by the information agent:

             Global Bondholder Services Corporation
           Telephone (866) 804-2200 or (212) 430-3774

                  About Reynolds American Inc.

Based in Winston-Salem, North Carolina, Reynolds American Inc.
(NYSE: RAI) -- http://www.ReynoldsAmerican.com/-- is the parent
company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco
Company, Inc., Lane Limited and R.J. Reynolds Global Products,
Inc. R.J. Reynolds Tobacco Company, the second- largest U.S.
tobacco company, manufactures about one of every three cigarettes
sold in the country.  The company's brands include five of the 10
best-selling U.S. brands: Camel, Kool, Winston, Salem and Doral.
Santa Fe Natural Tobacco Company, Inc. manufactures Natural
American Spirit cigarettes and other tobacco products for U.S. and
international markets.  Lane Limited manufactures several roll-
your-own, pipe tobacco and little cigar brands, and distributes
Dunhill tobacco products.  R.J. Reynolds Global Products, Inc.
manufactures, sells and distributes American-blend cigarettes and
other tobacco products to a variety of customers worldwide.

                         *      *      *

As reported in the Troubled Company Reporter on May 18, 2006,
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating and '3' recovery rating to Reynolds American
Inc.'s proposed issue of seven-, ten-, and 12-year senior secured
notes, totaling $1.65 billion.  (Allocation of maturities has not
been determined yet.)  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

In addition, Standard & Poor's lowered its senior unsecured debt
rating on RJR's existing senior unsecured notes to 'BB-' from
'BB', because of the increased amount of priority debt ahead of
it, and removed these ratings from CreditWatch where they were
placed April 25, 2006.  Standard & Poor's also lowered its
existing preliminary senior secured/senior unsecured/subordinated
debt ratings on RJR's shelf registration for debt securities to
'BB/BB-/BB-' from 'BB+/BB/BB-'.  These ratings also were removed
from CreditWatch, where they were placed on April 25, 2006.  The
corporate credit ratings on both RAI and RJR are
BB+/Negative/--.


RITE AID: Will Hold Annual Stockholders Meeting on June 21
----------------------------------------------------------
Rite Aid Corporation will hold its annual stockholders meeting at
1:00 p.m. on June 21, 2006, at the Hilton Harrisburg located at
One North Second Street in Harrisburg, Pennsylvania.

Rite Aid's stockholders will be asked to:

   (1) elect three directors to hold office until 2009 and one
       director to hold office until 2007;

   (2) consider and vote upon a stockholder proposal, requesting
       that the Company's Board of Directors adopt a majority vote
       standard for the election of directors; and

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

A full-text copy of the Company's proxy statements is available
for free at http://ResearchArchives.com/t/s?990

Rite Aid Corporation -- http://www.riteaid.com/-- is a drugstore
chain with 2005 annual revenues of $17.3 billion and approximately
3,320 stores in 27 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Fitch affirmed Rite Aid Corporation's issuer default rating at
'B-'; $1.75 billion secured bank credit facility at 'BB-' and
recovery rating at 'RR1'; secured notes at 'BB-' and recovery
rating 'RR1'; and downgraded Rite Aid's senior unsecured notes to
'CCC+' from 'B-' and recovery rating to 'RR5' from 'RR4'.  Fitch
says Rite Aid's rating outlook remains stable.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's lowered its speculative grade liquidity rating to SGL-3
from SGL-2 and affirmed Rite Aid Corporation 's $860 million
2nd-lien senior secured notes at B2; $1.28 billion of senior notes
at Caa1; $250 million of 4.75% convertible notes at Caa1; and
Corporate Family Rating (previously called the Senior Implied
Rating) at B2.


RODNEY POLAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rodney Eugene Poland
        aka Rod Poland
        2023 Cheyenne Street
        Golden, Colorado 80401

Bankruptcy Case No.: 06-12886

Type of Business: The Debtor is an officer, director, and
                  shareholder of Newstrom-Davis Construction,
                  New-Tek Building Systems, Rodney E. Poland
                  Enterprises, and Blue Sky Concrete/NDCC, Inc.

Chapter 11 Petition Date: May 19, 2006

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, Colorado 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510

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
   ------                        ---------------   ------------
Maria Custom Sheet Metal, Inc.   Trade Debt            $225,000
2905 South Wyandot Street
Englewood, CO 80110

Marquez Constructor, Inc.        Trade Debt            $180,000
dba Mechanical
Constructors, Inc.
5980 West 59th Avenue
Arvada, CO 80003

Bank of the West                 Lease Guaranty         $63,301
475 Sansome Street
19th Floor
San Francisco, CA 94111-3112

Axis Capital, Inc.               Lease Guaranty         $54,347

U.S. Bank                        Loan                   $49,232

Marlon Leasing                   Lease Guaranty         $33,930

Santa Barbara Bank               Lease Guaranty         $31,884

MBNA Visa                        Credit Card            $30,000

Enterprise Fleet                 Lease                  $23,000

Equipment Finance Group, Inc.    Lease                  $22,474

Sterling National Park           Lease                  $20,936

Allaboard                        Trade Debt             $13,473

Enterprise Fleet                 Trade Debt              $8,000

NOS Equipment Rental             Trade Debt              $6,700

United Rentals                   Trade Debt              $6,300

Ralph Canta¤o, Esq.              Legal Services          $5,000

Concrete Equipment Supply        Trade Debt              $4,909

Wells Fargo                      Credit Card             $3,000

GE Money Bank                    Trade Debt              $1,400

Rocky Mountain Gastroenology     Medical Services          $414


SAINT VINCENTS: Asks for Authority to Pay $1 Mil. Break-Up Fee
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S Bankruptcy Court for the Southern
District of New York to approve a Break-Up Fee and Expense
Reimbursement related to the proposed sale of two of their
hospitals to Caritas Health Care Planning, Inc.

As reported in the Troubled Company Reporter on May 16, 2006, the
Debtors entered into an Asset Purchase Agreement dated
May 9, 2006, with Caritas Health Care Planning, Inc., an affiliate
of Wyckoff Heights Medical Center, for the sale of the Mary
Immaculate Hospital and St. John's Queen's Hospital located in
Queens, New York, subject to higher or better offers received
through a bidding process and auction.

The Purchase Agreement between the Debtors and Caritas Health
Care Planning, Inc., for the sale of the Mary Immaculate Hospital
and St. John's Queens Hospital provides that in the event a
transaction with a different Qualified Bidder is consummated and
Caritas Health Care has not committed a material breach of the
Purchase Agreement, it will be entitled to a Break-Up Fee of
$1,000,000 and an Expense Reimbursement of up to $400,000.

If the Debtors exercise their right to terminate the Purchase
Agreement for the reason that the Sale has not closed by
December 31, 2006, and:

   (i) Caritas Health Care has received approval of its
       certificate of need at the time of termination;

  (ii) an action or failure to act by a governmental body has
       prevented the parties from closing the Sale; and

(iii) at the time of termination, Caritas Health Care was
       otherwise capable of closing the Sale;

they will pay Caritas Health Care an Expense Reimbursement of
up to $750,000.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Break-Up Fee and Expense Reimbursement are
reasonable in relation to the size of the proposed sale.  Under
the Purchase Agreement, the Break-Up Fee constitutes
approximately 2.4% of the total consideration to be provided to
the Debtors and the Expense Reimbursement constitutes, at most,
1.8% of total consideration.

Given the size of the Break-Up Fee and Expense Reimbursement
relative to the total amount of consideration provided for the
Queens Assets and relative to the "overbid" requirements in the
Bidding Procedures, the Fees are not so large as to have a
"chilling effect" on other prospective bidders' interest in the
Queens Assets, Mr. Davis maintains.

The Break-Up Fee and Expense Reimbursement constitute actual and
necessary costs and expenses of preserving  the Debtors' estates
within the meaning of Section 503(b) of the Bankruptcy Code, Mr.
Davis emphasizes.  Thus, the Break-Up Fee and Expense
Reimbursement should be treated as allowed administrative expense
claims under Sections 503(b) and 507(a)(1).

                      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)


SENECA GAMING: S&P Raises Corp. Credit & Sr. Unsec. Ratings to BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Niagara Falls, New York-based Seneca
Gaming Corp. to 'BB' from 'BB-'.  The outlook is stable.

For the six months ended March 2006, EBITDA at Seneca Niagara
Casino increased 8% to $62 million compared to the prior-year's
period, due to additional gaming supply following the opening of
SNC's new luxury hotel in December 2005.  EBITDA at Seneca
Allegany Casino increased 25% to $25 million for the six months
ended March 2006 due to the July 2005 opening of a new parking
garage.

Ratings reflect:

   * Seneca Gaming's limited diversity as an operator of two
     casinos in western New York;

   * challenges in managing a larger gaming operation; and

   * an evolving competitive landscape.

These factors are tempered by:

   * limited competition at Seneca Gaming's facilities at the
     present time;

   * good operating performance; and

   * credit measures that are satisfactory for the current
     ratings.


SERACARE LIFE: Creditors' Panel Hires Pachulski Stang as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized the Official Committee of Unsecured Creditors of
SeraCare Life Sciences, Inc., to retain Pachulski Stang Ziehl
Young Jones & Weintraub LLP as its counsel.

The Committee selected Pachulski Stang as counsel because of the
firm's extensive expertise and knowledge in the area of
insolvency, business reorganizations and creditors' rights.

Pachulski Stang is expected to assist, advise and represent the
Committee:

     a) in its consultations with the Debtor and other creditor
        constituencies or parties in interest regarding the
        administration of the Debtor's bankruptcy case;

     b) in analyzing the Debtor's assets and liabilities,
        investigating the extent and validity of liens and
        participating in and reviewing any proposed asset sales,
        other asset dispositions, financing arrangements and cash
        collateral stipulations or proceedings;

     c) in any manner relevant to reviewing and determining the
        Debtor's rights and obligations under unexpired leases and
        Executory contracts;

     d) in connection with any review of management, compensation
        issues, analysis of retention or severance benefits, or
        other management related issues;

     e) in investigating the acts, conduct, assets, liabilities
        and financial condition of the Debtor, the operation of
        the Debtor's business and the desirability of the
        continuance of any portion of the business, and any other
        matters relevant to this case or to the formulation of a
        plan;

     f) in its participation in the negotiation, formulation and
        drafting of a plan of reorganization;

     g) on issues concerning the appointment of a trustee or
        examiner under section 1104 of the Bankruptcy Code;

     h) in the performance of all of its duties and powers under
        the Bankruptcy Code and the Bankruptcy Rules and in the
        performance of other services that are in the interests of
        those represented by the Committee; and

     i) in the evaluation of claims and any litigation matters.

Henry C. Kevane, Esq.,  the lead attorney handling Pachulski
Stang's Committee representation, charges $525 per hour for his
services.  The list of the hourly rates for the firm's other
professionals is available for free at:

                http://ResearchArchives.com/t/s?996

Mr. Kevane assures the Bankruptcy Court that Pachulski Stand does
not represent any other entity having an adverse interest in
connection with the Debtor or its bankruptcy case and his firm is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About SeraCare

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and $33.5
million in debts.


SILICON GRAPHICS: U.S. Trustee Picks Four-Member Creditors Panel
----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Diana G.
Adams, the acting U.S. Trustee for Region 2, appointed four
creditors willing to serve on the Official Committee of Unsecured
Creditors in Silicon Graphics Inc., and its debtor-affiliates'
Chapter 11 cases:

     1. Hammerman Capital Master Fund L.P. as managed by
        Hammerman Capital Management LLC
        101 Huntington Ave., 25th Floor
        Boston, MA 02199
        Tel: (617) 424-4400
        Fax: (617) 424-4401
        Attn: Jaspaul Singh, Analyst

     2. JP Morgan Chase Bank, N.A.
        Worldwide Securities Services
        as Indenture Trustee
        4 New York Plaza, 15th Floor
        New York, NY 10004
        Tel: (212) 623-6736
        Fax: (212) 623-6624
        Attn: F.J. Grippo, Vice President

     3. Solectron Corp.
        847 Gibraltar Drive, Building 5
        Milpitas, CA 95035
        Tel: (408) 956-7562
        Fax: (408) 956-6445
        Attn: Richard Schwalbe, Global Credit Manager

     4. Xyratex
        2031 Concourse Drive
        San Jose, CA 95131
        Tel: (408) 325-7200
        Fax: (408) 894-0880
        Attn: Bruce Shimabukuro, U.S. Legal 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.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Moody's Lowers Rating to Ca Post-Bankruptcy
-------------------------------------------------------------
Moody's Investors Service downgraded SGI's corporate family rating
to Ca following the company's announcement that it has filed for
bankruptcy.  The downgrade reflects Moody's expectation of limited
recovery for debt holders, particularly for the subordinated debt,
currently rated C.  Moody's will withdraw all ratings for SGI in
accordance with Moody's rating withdrawal policy for companies in
bankruptcy.  Please refer to Moody's withdrawal policy on
http://Moodys.com/

   Ratings withdrawn include:

   Subordinated Convertible Debentures rating at C

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


SOUNDVIEW HOME: DBRS Puts Rating on $12.05 Million NIM NOTES at B
-----------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB, and B to these NIM Notes, Series 2006-OPT2, issued by
Soundview CI-12.

   * $45.75 million, NIM Notes, Series 2006-OPT2, Class N1
     New Rating A (low)
   * $14.05 million, NIM Notes, Series 2006-OPT2, Class N2
     New Rating BBB (low)
   * $7.25 million, NIM Notes, Series 2006-OPT2, Class N3
     New Rating BB
   * $12.05 million, NIM Notes, Series 2006-OPT2, Class N4
     New Rating B

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Soundview Home Loan Trust 2006-
OPT2.  The Class C Certificates will be entitled to all excess
interest in the Underlying Trust, and the Class P Certificates
will be entitled to all prepayment premiums or charges received in
respect of the mortgage loans.  The NIM Notes will also be
entitled to the benefits of the underlying swap with HSBC Bank
USA, National Association.

Payments on the NIM Notes will be made on the 25th of each month,
commencing in May 2006.  The interest payment amount on the NIM
Notes will be distributed sequentially to the noteholders of Class
N1 through Class N4, followed by the principal payment amount
distributed sequentially to the noteholders of Class N1 through
Class N4 until the balance of such class has been reduced to zero.
Any remaining amounts will be distributed to the Issuer, the
Indenture Trustee, and holders of Preference Shares.

All mortgage loans in the Underlying Trust were originated or
acquired by Option One Mortgage Corporation.


SUPERIOR ENERGY: Gets Requisite Consents from 8-7/8% Noteholders
----------------------------------------------------------------
Superior Energy Services, Inc.'s wholly owned subsidiary, SESI,
L.L.C., received as of 5:00 p.m. New York City time on May 18,
2006, consents from the holders of approximately $195 million in
aggregate principal amount, or approximately 97.6% of its
outstanding 8-7/8% Senior Notes due 2011, to the proposed
amendments to the indenture governing the Notes.  The proposed
amendments to the Indenture are described in the Company's Offer
to Purchase and Consent Solicitation Statement dated May 5, 2006.

Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount
of the outstanding Notes.  Accordingly, the Company and the
trustee under the Indenture will execute a supplemental indenture
to effect the proposed amendments, which will eliminate
substantially all of the restrictive covenants and certain events
of default contained in the Indenture.  However, the proposed
amendments will not become operative unless and until the Company
accepts the tendered Notes for purchase pursuant to the Offer
Statement.

Holders of the Notes who tendered their Notes and delivered
consents on or prior to the Consent Date will receive total
consideration of $1,045.63 per $1,000 principal amount of Notes
validly tendered.  The total consideration includes a consent
payment of $10.00 per $1,000 principal of Notes validly tendered.
Holders who tender their Notes after the Consent Date but on or
prior to 5:00 p.m. New York City time on Monday, June 5, 2006,
which is the scheduled expiration date of the offer, will not be
entitled to receive the consent payment and will receive $1,035.63
per $1,000 principal amount of Notes validly tendered.  In each
case, holders who validly tender their Notes shall receive accrued
and unpaid interest on the principal amount of such Notes up to,
but not including, the applicable payment date.

Following completion of the tender offer, the Company intends to
redeem any remaining Notes in accordance with the procedures set
forth in the Indenture.  Under the terms of the Notes, the Company
may redeem the Notes at the redemption price of $1,044.38 per
$1,000 principal amount of Notes redeemed.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer Statement, copies of which
may be obtained by contacting either the information agent for the
offer:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (for banks and brokers only)
     Toll Free (888) 887-0082

or the depositary agent for the offer:

     The Bank of New York Trust Company, N.A.
     Telephone (904) 988-4718

The Company has engaged Bear, Stearns & Co. Inc. to act as the
dealer manager in connection with the tender offer and as the
solicitation agent in connection with the consent solicitation.
Questions regarding the tender offer and consent solicitation may
be directed to:

     Global Liability Management Group of Bear, Stearns & Co. Inc.
     Toll Free (877) 696-BEAR(2327)

                 About Superior Energy Services

Headquartered in Harvey, Louisiana, Superior Energy Services, Inc.
-- http://www.superiorenergy.com/-- is a leading provider of
specialized oilfield services and equipment focused on serving the
production-related needs of oil and gas companies primarily in the
Gulf of Mexico and the drilling-related needs of oil and gas
companies in the Gulf of Mexico and select international market
areas.  The Company uses its production-related assets to enhance,
maintain and extend production and, at the end of an offshore
property's economic life, plug and decommission wells.  The
Company also owns and operates mature oil and gas properties in
the Gulf of Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Superior Energy Services Inc. and assigned its
'BB-' senior unsecured rating to the $300 million senior unsecured
notes issued by SESI LLC and guaranteed by Superior, due 2014.
The outlook is stable.  Proceeds from the note offering would be
used to redeem Superior's $200 million senior notes due 2011; fund
the acquisition of oil and gas properties from Explore Offshore
LLC; and help fund the recently announced $70 million investment
in Coldren Oil & Gas Co. L.P.  Superior will have around $320
million of debt on a pro forma basis after this transaction.


SUSQUEHANNA MEDIA: S&P Withdraws BB- Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Susquehanna Media Co., including the 'BB-' corporate credit
rating, from CreditWatch, where they were placed with negative
implications on April 26, 2005, and withdrew them.

The rating action acknowledges that Susquehanna Media tendered for
all of its 7.375% subordinated notes on Jan. 31, 2006, and that
the company's last paydown under its credit facility occurred on
May 5, 2006.  Proceeds from the sale of Susquehanna Media's cable
and radio operations were used for debt repayment.


SYLVEST FARMS: Court Okays FOCUS Management as Financial Advisor
----------------------------------------------------------------
FOCUS Management Group USA, Inc., has been appointed financial
advisor to Sylvest Farms, Inc., effective May 15, 2006, under an
order entered by the U.S. Bankruptcy Court for the Northern
District of Alabama, Eastern Division.

FOCUS provided Sylvest Farms, Inc. with advisory services in
planning the Company's Chapter 11 filing, and post petition is
assisting the Debtor in managing all aspects of its bankruptcy
case.  FOCUS is also leading Sylvest's bankruptcy sale process,
following the filing by the Debtor of a motion to sell its
operations to the highest bidder pursuant to Section 363 of the
Bankruptcy Code.

In this engagement FOCUS will:

     a) prepare and update a rolling four-week cash flow forecast,
        other projections and other financial data for the
        Debtors;

     b) prepare analyses of actual cash receipts and disbursements
        to cash budgets and prepare other reports required by
        the Debtor's  DIP financing facility with Wachovia Bank.

     c) assist the Debtors in managing its working capital.

     d) assist the Debtors in negotiating with vendors on the
        continued and uninterrupted supply of materials and
        services necessary to maintain the operational integrity
        of the Debtors' business;

     e) assist the debtors in the preparation of required reports
        to the Bankruptcy Administrator; including Monthly
        Operating Reports and Statements of Financial Affairs;

     f) assist the Debtors in organizing and managing the auction
        of its business and assets in accordance with Section 363
        of the Bankruptcy Code, including the preparation of a
        confidential offering memorandum, establishment of an on-
        line data warehouse, assisting the Debtor with developing
        management presentations to potential bidders,  preparing
        special financial analyses requested by potential bidders
        and assisting in the due diligence efforts of potential
        bidders;

     g) assist the Debtors in communicating with its customers,
        vendors, employees and other stakeholders in the Client's
        business regarding the status of its bankruptcy case
        including the preparation of initial communication
        materials and updates;

     h) manage and coordinate information requested by any
        Official Committee of Unsecured Creditors and the legal
        and financial advisors for any such Committee;

     i) attend hearings of the Bankruptcy Court and provide
        testimony as required;

     j) attend and advise a meeting with Debtors, their legal
        counsel and other professionals involved in their
        bankruptcy cases;

     k) periodically communicate with and participate in meetings
        with the Debtors management and other parties in interest
        regarding the Debtors' financial condition and the status
        of its bankruptcy case;

     l) assist the Debtors in analyzing and reporting on any
        preference of payments, litigation rights and reclamation
        claims;

     m) review, evaluate, assist and analyze the financial
        ramifications of  proposed transactions for which the
        Debtors seeks the approval of the Bankruptcy Court,
        including but not limited to debtor-in-possession
        financing, assumption or rejections of lease and other
        contracts and miscellaneous assets sales.

     n) assist the Debtors by providing other financial or
        consulting services required in their bankruptcy cases.

FOCUS will hold a $71,278 retainer to be applied to fees and
expenses payable by the Debtors.  The firm's professionals charge
at these hourly rates:

        Designation                 Hourly Rate
        ------------                -----------
       Managing Directors              $400
       Senior Consultants              $350

FOCUS is also entitled to a performance fee equal to 2% of any
amounts received as payment for assets sold above the price set by
the Debtors.  Performance Fees due to FOCUS will not be funded
from the retainer.

The FOCUS restructuring and bankruptcy advisory team is led by
Kenneth Naglewski, a turnaround manager and restructuring
specialist who has extensive leadership experience in Chapter 11
reorganizations, financial restructurings, operational turnarounds
and distressed business sales.  Mr. Naglewski is a Certified
Turnaround Professional and a Principal of FOCUS.

Mr. Naglewski can be reached at:

         FOCUS Management Group
         Attn: Kenneth Naglewski
         5001 W. Lemon Street
         Tampa, Florida 33609-1103
         Phone: 813-281-0062

                          About FOCUS

Headquartered in Tampa, Florida, FOCUS Management Group --
http://www.focusmg.com/-- offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.
The Company provides a comprehensive array of services including
turnaround management, interim management, operational analysis
and process improvement, bank and creditor negotiation, asset
recovery, recapitalization services and investment banking to
distressed companies.  FOCUS Management Group has significant
expertise in the insolvency arena - in matters both with and
without court protection.

                     About Sylvest Farms

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).
The Debtors selected Richard A. Robinson, Esq., and Eric S.
Golden, Esq., at Baker & Hostetler LLP as their bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.


TOMMY HILFIGER: APAX Acquisition Cues Moody's to Withdraw Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the Ba2 corporate family rating
and unsecured debt ratings of Tommy Hilfiger Corporation and its
subsidiaries following the closing of the company's acquisition by
affiliates of Apax Partners on March 10, 2006.

On May 10, 2006, Tommy Hilfiger U.S.A., Inc., a wholly owned
subsidiary of the Company, issued a press release stating that its
previously announced tender offer and consent solicitation for any
and all of its 6.85% Notes due 2008, with an aggregate principal
amount of $192 million, was effectively complete with 92.5% of
notes tendered as of that date.

On May 16, 2006, TH USA announced its intent to seek voluntary
withdrawal from listing and deregistration of the 2008 Notes from
the New York Stock Exchange, Inc., TH USA has also announced that
it has effected a covenant defeasance of its 9% Senior Bonds due
2031, with an aggregate principal amount of $150 million, of which
49.3% had been tendered by May 18, 2006.

The ratings have been withdrawn because Moody's believes it lacks
adequate information to maintain a rating.


TRIPLE A: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Triple A Poultry, Inc.
        142 Knobcrest Drive
        Houston, Texas 77060
        Tel: (281) 876-4818

Bankruptcy Case No.: 06-32119

Type of Business: The Debtor sells meat and poultry products.

Chapter 11 Petition Date: May 19, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: James Matthew Vaughn, Esq.
                  Porter & Hedges, LLP
                  1000 Main Street, 36th Floor
                  Houston, Texas 77002-6336
                  Tel: (713) 226-6687
                  Fax: (713) 226-6287

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tyson Foods, Inc.                Trade                 $135,459
2210 Oaklawn
P.O. Box 2020
Springdale, AR 72765

SSL Enterprises                  Trade                 $117,233
P.O. 550
Sunrise Beach, MO 65079

Custom Poultry                   Trade                  $46,563
Paul Kennedy
29811 I-45, Suite 102
Spring, TX 77381

Addison Foods, Inc.              Trade                  $31,021

Holmes Foods Co., Inc.           Trade                  $32,805

Shank Services                   Trade                  $18,240

Platinum Poultry Plus, LLC       Trade                  $13,800

Refrigerated Storage Trailer R   Trade                   $9,185

Versacold                        Trade                   $9,168

Action Poultry                   Trade                   $4,760

Martin Poultry Trading           Trade                   $3,840

Mobile Refrigeration, Inc.       Trade                   $3,010

Wonder Foods                     Trade                   $2,664

Trailer Box Repair               Trade                   $2,087

Laxson Company                   Trade                   $1,425

Quintos Tire Service             Trade                   $1,254

Miner Houston, Ltd.              Trade                     $788

C & L Foods                      Trade                     $760

Concentra Medical Center         Trade                     $442

Oscar Gutierrez                  Trade                     $420


TURNING STONE: S&P Affirms BB- Rating & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Oneida, New York-based casino operator Turning Stone Casino Resort
Enterprise to negative from stable, and affirmed all ratings,
including the 'BB-' corporate credit rating.

The outlook revision reflects concerns that, following repeated
court denials of the Oneida Indian Nation's appeals regarding the
invalidation of its gaming compact with the State of New York York
-- the latest of which was May 3, 2006 -- and in the absence of an
intermediate-term resolution, authorities could ultimately be
pressured to enforce the invalidation.  This could include taking
measures that potentially result in some level of interruption of
gaming operations at Turning Stone casino.

Although the Nation has stated it believes the risk at this point
is limited that the state, with the concurrence of the federal
government, would shut down operations at Turning Stone casino --
there has been no ruling or order to stop operations by any
governmental authority -- the Nation has been denied all motions
for appeal following the New York State Supreme Court's 2004
ruling invalidating the Nation's gaming compact with New York.

The latest denial of appeal was on May 3, 2006.  The Nation is
expected to petition the U.S. Supreme Court over the near term in
response to the denials of its appeals.

Furthermore, the resolution of the Nation's gaming compact could
be complicated by the U.S. Supreme Court's denial on May 15, 2006,
of a petition filed by the Cayuga Nation of New York and the
Seneca-Cayuga Tribe of Oklahoma to hear the tribes' land claims
cases, which have been denied.  The Nation also has land claims
litigation with the State of New York that is currently stayed.


USG CORP: Fights Anderson Over Asbestos PD Class Certification
--------------------------------------------------------------
Anderson Memorial Hospital filed a statewide asbestos property
damage lawsuit against USG Corporation and three other defendants
in the South Carolina Circuit Court on December 23, 1972.

The other defendants include W.R. Grace & Co., United States
Mineral Products Company, and Turner & Newall, which was later
purchased by Federal-Mogul, all of which also filed for
bankruptcy.

The PD Class Action sought identification of a class action
consisting of owners of buildings damaged by asbestos
contamination caused by a release of asbestos fibers from
asbestos-containing surfacing materials allegedly manufactured,
sold or distributed by the Debtors.

Unlike previously certified nationwide class actions, which named
as many as 70 or more manufacturers of all kinds of asbestos-
containing material, Anderson limited its action to essentially
six manufacturers of a particular type of ACM applied to steel
beams as fireproofing and ceilings as acoustical plaster and
texture.  USG and Grace were the two largest manufacturers of
Surface Treatment.  Anderson later proved that USG's and Grace's
Surface Treatment products had been applied in Anderson's
buildings.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, relates that in 1983, the South Carolina
Supreme Court initially appointed Circuit Court Judge John
Hamilton Smith to handle all state asbestos-related property
damage cases.  Judge Smith entered a number of substantive
rulings on the various causes of action following briefing and
full hearings.  Judge Smith also entered various administrative
and discovery rulings applicable to all asbestos cases.

Before Anderson filed the PD class action, it designated and
copied the entire USG documents depository and obtained a court
order requiring USG to advise it whenever it supplemented its
documents depository so that Anderson could make arrangements to
review and copy those documents as well.

By that time, Mr. Tacconelli states, South Carolina probably had
produced more important precedents in asbestos building cases
than any other state in the country.

Specifically, Mr. Tacconelli explains, Anderson chose South
Carolina Court as a forum for its PD Class Action because it had
been the site of:

   (a) the first settlement of an asbestos PD case with USG;

   (b) the first successful asbestos PD trial in the country;

   (c) the first asbestos PD verdict in the country on behalf
       of a building owner;

   (d) a major asbestos settlement, which the asbestos
       defendants attempted to repudiate;

   (e) a major appellate decision holding that USG's lack of
       knowledge at the time of the sale was no defense to a
       South Carolina case based on implied warranty; and

   (f) two asbestos PD verdicts upheld by the U.S. Court of
       Appeals for the Fourth Circuit, including one against USG,
       one asbestos PD verdict upheld by the South Carolina
       Supreme, and one asbestos PD verdict which the defendant
       did not appeal.

Immediately after Anderson filed its lawsuit, USG led the way in
trying to litigate the case elsewhere by removing the action to
the United States District Court for the District of South
Carolina.  On July 6, 1993, the South Carolina District Court
found that USG had improvidently removed the action and remanded
it back to the Circuit Court.  The case was then assigned to
Judge William L. Howard, Sr., from Charleston, South Carolina,
who by then the Supreme Court had appointed to succeed the
retiring Judge Smith as the statewide asbestos judge.  Judge
Howard would supervise the Anderson case until 1996, when he was
elected to the South Carolina Court of Appeals, and the Supreme
Court appointed Judge John C. Hayes, III, as his replacement.

             Anderson Pre-Certification Proceedings

Following the remand to the State Court, the parties actively
litigated a number of administrative, discovery and substantive
issues.  The parties initially engaged in an extensive
negotiation of a case management order governing discovery in the
action.

On March 31, 1994, USG and some of the Debtor-Defendants sought
to strike class action allegations as to non-residents whose
causes of action are foreign to South Carolina.  The Motion was
based on S.C. Code Ann. Section 15-5-150, commonly referred to as
the "door closing" statute, which provides that an action against
a foreign corporation "may be brought in the circuit court" by
either a South Carolina resident or a non-resident when the cause
of action shall have arisen or the subject of the action shall be
situated within this State."

Judge Howard granted the Motion to Strike on July 6, 1994.
However, following Anderson's request to reconsider the ruling,
Judge Howard denied the Motion on May 28, 1996.  At that point,
Anderson could not appeal the interlocutory ruling.

Furthermore, Mr. Tacconelli relates that various parties had
disputed issues on fraudulent transfers, personal jurisdiction,
lack of subject matter jurisdiction and venue, and non-asbestos
formulas.

                   Class Certification Battle

On January 2, 1998, Anderson asked the U.S. Bankruptcy Court to
certify the PD Class Action.  Pursuant to a scheduling order,
Judge Hayes conducted a two-day evidentiary hearing in September
2000, and was then prepared to promptly rule.

However, Mr. Tacconelli recounts, the Debtor-Defendants delayed
again the process by convincing Judge Hayes that they needed to
submit another memorandum after they obtained a copy of the
transcript of the hearing.  After submitting their last
memorandum, Judge Hayes informed the parties on May 7, 2001, that
he had decided to certify a class.

The Circuit Court certified a statewide class action against USG
and its fellow travelers.  Mr. Tacconelli notes that while
Grace's argument about the circumstances of the certification
against it are without merit, USG has not suggested that there
was anything untoward about the certification.  USG did not even
join in the primary basis of Grace's opposition to certification
in South Carolina.

In its ruling, the Circuit Court recognized that Anderson "did
not limit its putative class with geographic boundaries," and
that Anderson reserved "its right to appeal" the door closing
ruling.

After USG's Petition Date, the South Carolina Supreme Court held
in another case that the "door closing" statute limits a class in
the Circuit Court to South Carolina residents, but that the door
closing statute is not applicable to a putative class action in
the federal court, Mr. Tacconelli says, citing in Bell v.
Monsanto Corp., 353 S.C. 553 (S.C. 2003); Central Wesleyan
College, et al., v. W.R. Grace & Co., et al., No. 2:87-1860-8
(D.S.C. filed July 17, 1987)(J. Houck); and Central Wesleyan
College, et al., v. W.R. Grace & Co., 143 F.R.D. 628 (D.S.C.
1992), aff'd 6F.3d 177 (4th Cir. 1993).

Consequently, but for USG's bankruptcy, Anderson was free to seek
a broader certification in the South Carolina, Mr. Tacconelli
points out.

    Anderson Wants Class Certification Recognized & Extended

The Circuit Court certified a South Carolina class action on
behalf of all South Carolina property owners whose buildings are
contaminated with asbestos fibers released from asbestos-
containing surfacing materials for which the Debtors are legally
responsible, with these exceptions:

   -- any public and private elementary and secondary school
      within the class action In re: Asbestos School Litigation,
      104 F.R.D. 422 (E.D.Pa.1984);

   -- any public and private college and university within the
      class action Central Wesleyan College v. W. R. Grace & Co.
      et al. 143 F.R.D. 628 (D.S.C.1992);

   -- any commercial building leased in any part to the U.S.
      government on or after May 30, 1986, within the class
      action Prince George Center. Inc. v. United States Gypsum
      Co., et al. CA No. 5388 in the Philadelphia Common Pleas
      Court);

   -- any building owned by the State of South Carolina within
      the action The State of South Carolina v. W. R. Grace &
      Co., et al., CA No. 3:872879-0 (D.S.C.); or

   -- any building owned by the federal government.

Anderson seeks to remove the geographical limitation.  Anderson
recognizes that any building for which a PD claim is currently
pending in the Debtors' cases which was not filed under the
Anderson umbrella is an effective opt out from its proposed
class.

By this motion, Anderson asks the U.S. Bankruptcy Court to
recognize the PD Class Certification the South Carolina Circuit
Court entered against the Debtors.

According to Mr. Tacconelli, the Statewide Circuit Court properly
held that Anderson had met all the requirements for class
certification.  Rule 23(a) of the Federal Rules of Civil
Procedure provides that one or more members of a class may sue or
be sued as representative parties on behalf of all if:

   (1) the class is so numerous that joinder of all members is
       impracticable;

   (2) there are questions of law or fact common to the class;

   (3) the claims or defenses of the representative parties are
       typical of the claims or defenses of the class; and

   (4) the representative parties will fairly and adequately
       protect the interests of the class.

Mr. Tacconelli argues that if the Bankruptcy Court does not
recognize the state certification judgment, it must provide
notice to all members of the state class for whom Anderson, with
authority, filed a class proof of claim.

Furthermore, Anderson wants the PD Class Certification extended
to include other similarly situated property owners located
outside of South Carolina whose claims the Circuit Court could
not include solely by reason of the South Carolina "door closing"
statute.

Even without prior judicial findings against USG, Mr. Tacconelli
asserts that an extension of the certification would be extended
with an almost unbroken line of authorities, which recognize that
asbestos PD cases are perfectly matched for class action
treatment.

Mr. Tacconelli maintains that the recognition in the asbestos PD
cases that certification achieves considerable economy in terms
of the Bankruptcy Court's and litigants' time and financial
resources is just as important in a bankruptcy setting "where the
Debtors insist on reserving their option to ask the [Bankruptcy]
Court to litigate all PD claims (even though admittedly
unnecessary for the confirmation of its Plan) as opposed to
sending the claims back to a host of jurisdictions."

Certification would also correct USG's failure to provide
individual notice of the PD bar date order to claimants USG knew
had its products and who are within the definition of Anderson's
putative class, and to known supply houses which distributed USG
products.  Certification would permit the Court to deal with
issues surrounding adequate notice to homeowners with USG's
texture products on their ceilings who at the time the PD bar
date was established had no idea that their ceilings even
contained asbestos, much less knew the manufacturer, and
certainly did not know how to safely test for it.

                          Debtors Object

The concerns of the Third Circuit Court of Appeals in SEC v.
Aberdeen Securities Co., Inc., 480 F.2d 1121 (3d Cir. 1973), ring
true in Anderson's case, Paul N. Heath, Esq., at Richard, Layton
& Finger, in Wilmington, Delaware, contends.  Class certification
under Rule 23(b)(3) of the Federal Rules of Civil Procedure
against a debtor, after the notice and bar date, will seldom if
ever present a superior alternative to the usual proceedings of
bankruptcy.

According to Mr. Heath, Anderson's request to certify a worldwide
class makes no sense, from either a bankruptcy standpoint or from
the perspective of Rule 23.  Mr. Heath explains that bankruptcy
procedures are intended to provide a vehicle for the orderly,
relatively expeditious resolution of legitimate claims against
the debtor so that it may reorganize and go forward.  Anderson
makes no real argument, however, that allowing it to seek
certification of either a worldwide or South Carolina state-wide
class of unidentified building owners would advance that purpose.

Mr. Heath notes that the Bankruptcy Court recognized this problem
at the April 17, 2006 Hearing.  The Court held that:

     ". . . I really don't see at this point where the bar
     date that expired two, almost three years ago, why I
     would  be opening up the concept of a bar date, because
     that's what the request to certify a class would do.
     It would simply provide additional notice to the world
     that already had notice of the fact that they have an
     obligation to file the class proof of claim."

Mr. Heath points out that the identities of the members of the
putative class sought by Anderson -- all property owners
throughout the world, or even in South Carolina, whose buildings
are or will be "contaminated" by asbestos-containing surfacing
materials "for which the Debtors are legally responsible" -- are
unknown and unknowable.  Certifying a class would do nothing to
further the objectives of the bankruptcy proceeding, but rather
would delay the termination of that proceeding.

On the other hand, there are no equitable reasons to allow class
certification.  Mr. Heath explains that the Debtors are unaware
of any notice being provided to the South Carolina building
owners who were members of the class certified in Anderson's
state court case.  No argument is made that Anderson "class
members" previously received notice in that case or are otherwise
likely aware of or relying on the South Carolina class proceeding
in any way.

In contrast, the Bankruptcy Court has recognized the substantial
and specialized notice previously provided in USG's proceeding,
the clarity and certainty of which would be undermined by
certifying a class that entailed a second seemingly duplicative
notice.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 110; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Anderson Memorial Wants Stay Lifted to Unseal Records
---------------------------------------------------------------
Anderson Memorial Hospital asks Judge Fitzgerald to modify the
automatic stay so it may make a petition to Judge John C. Hayes,
III, of the South Carolina Court of Common Pleas to unseal the
record from the class certification proceedings in "Anderson
Memorial Hospital v. W.R. Grace & Co., et al., 92-CP-25-279."
USG Corporation is a defendant in that case.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, asserts that if Anderson Memorial's
petition is granted, it could then present the substantial record
on class certification, including testimony and affidavits, for
use in the Debtors' bankruptcy proceedings.

Mr. Tacconelli maintains that the records would provide the
Bankruptcy Court "with clear and incontrovertible evidence that
the Anderson class certification issue was fully litigated before
the South Carolina Court."

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VII SERIES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: VII Series Inc.
        400 South Beverly Drive
        Beverly Hills, California 90212

Bankruptcy Case No.: 06-12127

Chapter 11 Petition Date: May 22, 2006

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Charles Shamash, Esq.
                  Caceres & Shamash, LLP
                  8383 Whilshire Boulevard, Suite 1010
                  Beverly Hills, California 90211
                  Tel: (323) 852-1600
                  Fax: (323) 852-9009

Total Assets: $1,200,000

Total Debts:    $419,943

The Debtor does not have any creditors who are not insiders.


WINN-DIXIE: Bids for Hollywood Tract Must Be Submitted by May 26
----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to sell their fee simple title interest in the Hollywood Tract to
South Florida Investment Group, LLC, free and clear of liens,
claims and interests, subject to higher or better offers.

Before its bankruptcy filing, the Debtors purchased a tract of
land located in Hollywood, Florida.  The Debtors planned to build
a grocery store on the property.  The Debtors no longer wish to
develop the Hollywood Tract and have decided to sell it.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher  & Flom LLP,
in New York, relates that the Debtors have marketed the Hollywood
Tract extensively through DJM Asset Management, Inc.  The Debtors
received five offers.  After reviewing the offers, the Debtors
determined that South Florida Investment Group, LLC's $6,250,000
bid is the highest and best offer for the Hollywood Tract.

On May 1, 2006, the Debtors and South Florida Investment entered
into a Real Estate Purchase Agreement.  Pursuant to the
Agreement, South Florida Investment has paid a $500,000 deposit.
The Debtors will be responsible for payment of a brokerage
commission, due South Florida Investment's broker, Wiz Realty,
for 1% of the purchase price, only if the transaction is
consummated at Closing.  The Debtors will also be responsible for
payment of their broker's fee.

Higher and better offers must be submitted no later than
12:00 p.m. (prevailing Eastern Time) on Friday, May 26, 2006, to
James Avallone at DJM, 445 Broadhollow Road, Suite 417 in
Melville, New York; with a copy to the Debtors' counsel:

      D. J. Baker, Esq.
      Skadden, Arps, Slate, Meagher & Flom LLP
      Four Times Square
      New York, NY 10036
      Tel: (212) 735-3000
      Fax: (212) 735-2000

      Cynthia C. Jackson, Esq.
      Smith Hulsey & Busey
      225 Water Street, Suite 1800
      Jacksonville, FL 32202
      Tel: (904) 359-7700
      Fax: (904) 359-7708

The minimum qualified competing bid is $6,260,000 and accompanied
by a certified check or wire transfer made out to Winn-Dixie
Stores, Inc., in an amount equal to 10% of the competing bid.

If the Debtors receive a higher or better offer for the Assets,
they will conduct an auction at 10:00 a.m. Prevailing Eastern
Time on Wednesday, May 31, 2006, at the offices of Smith Hulsey &
Busey, 225 Water Street, Suite 1800 in Jacksonville, Florida.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLDCOM INC: Court Approves Deutsche Bank Settlement Agreement
---------------------------------------------------------------
The Hon. Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved WorldCom, Inc., and its
debtor-affiliates' Settlement Agreement with Deutsche Bank
Securities Inc. in its entirety.  Deutsche Bank will be deemed to
be the record holder of each of the Settled and Satisfied Proofs
of Claim.

                  NECA Seeks Hearing Adjournment

Prior to the Court-approved agreement, in a letter dated April 25,
2006, that National Exchange Carrier Association asks the Court to
adjourn the hearing date on the Debtors' request.  In the letter,
Patricia A. Staiano, Esq., at Scarpone, Staiano & Savage LLC, in
Newark, New Jersey, confirmed that NECA members transferred their
claims to Deutsche Bank Securities, Inc.

According to Ms. Staiano, NECA seeks an additional month to
consider the Motion because it wants to:

   -- ensure that the claimants identified on the settlement are
      all NECA members; and

   -- determine the accuracy of the data provided by the Debtors.

In addition, NECA plans to draft an alternative form of order that
would preserve its rights in future third-party litigation.

            Adjournment is Not Warranted, Debtors Say

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that NECA's concerns fail to justify a one-month
adjournment of the hearing date.

NECA was given a full month between the filing of the Motion and
the return date, Mr. Perez relates.  That is ample time to review
and comment on a proposed order that is less than five pages long.

NECA's concern that a non-NECA member may have been identified in
the Settlement does not give NECA the right to meddle in the
Settlement, Mr. Perez maintains.

Moreover, even if the reasons presented by NECA were valid
concerns, the Court should overrule NECA's request because it is
not a party-in-interest and has no standing with respect to the
Motion, Mr. Perez asserts.

Thus, the Debtors ask the Court to continue the hearing date on
the Motion, as scheduled.

                            Responses

(1) CenturyTel

CenturyTel, Inc., and its affiliates timely filed valid proofs of
claim against the Debtors.  On February 28, 2003, CenturyTel
assigned its claims to Deutsche Bank through its agent, NECA,
Alexander M. Laughlin, Esq., at Wiley Rein & Fielding LLP, in
McLean, Virginia, tells the Court.

CenturyTel does not object to the allowance of its claim for
$21,283,515.  However, the Assignment requires that at least 95%
of the CenturyTel Claims be allowed against MCI WorldCom Network
Services, Inc.  CenturyTel believes that under the substantive
consolidation of the Debtors' Plan of Reorganization, allowance as
a Class 6 claim satisfies that requirement under the Assignment,
and that Deutsche Bank would not be able to successfully assert
any recourse against CenturyTel following allowance under Class 6.

Nevertheless, in an abundance of caution, CenturyTel asks the
Court to rule that any order on the Settlement Motion specifically
include language clarifying that allowance of the
CenturyTel Claims as a Class 6 claim under the Plan constitutes a
fully perfected and allowed claim against the Debtors.

(2) UBTA-UBET

UBTA-UBET Communications, a small rural local exchange carrier
that provides telecommunications services to the Reorganized
Debtors, timely filed Claim No. 16457 for $717,731, for unpaid
prepetition telecommunications services on January 21, 2003,
Stephen Hogan, Esq., at Yeskoo Hogan & Tamlyn, LLP, in New York,
tells the Court.

Subsequently, UBET sold its Claim to Deutsche Bank in a
transaction arranged by NECA, acting as agent for UBET and many
other small and mid-sized local exchange carriers selling their
claims.

According to Mr. Hogan, the Assignment of Claims Agreement
negotiated by NECA on UBET's behalf provided that Deutsche Bank
initially would pay UBET an agreed-upon percentage of the amount
of UBET's claim that the Debtors acknowledged in their Schedules
of Assets and Liabilities was due and owing.

However, the Claims Sales Contract provided that Deutsch Bank was
purchasing all of UBET's claim, including any proof of claim filed
by UBET.  On allowance of the claim at an amount higher than the
Scheduled Amount, the Claims Sale Contract required
Deutsche Bank to make further payment to UBET equal to the
applicable percentage multiplied by the difference between the
Allowed Amount and the Scheduled Amount.  In UBET's case, the
claim amount was $717,731, but the Scheduled Amount was only
$128,022.

The Debtors have objected to UBET's claim.

UBET's counsel then asked Deutsche Bank's counsel if Deutsche Bank
agree that it would be responsible for further defense of the UBET
Claim.  Deutsche Bank's counsel agreed, Mr. Hogan relates.

However, Deutsche Bank ignored its acknowledged duty to defend the
UBET Claim, Mr. Hogan contends.  Deutsch Bank agreed with the
Debtors to reduce the $717,731 claim to $245,956, without ever
contacting the designated UBET employee or UBET's counsel to seek
any document or other support for the UBET Claim.

The result of Deutsche Bank's failure to defend the UBET claim is
a reduction in the claim amount that deprives UBET more than
$200,000 in cash, Mr. Hogan asserts.

UBET asks the Court to deny the Settlement Motion.

Mr. Hogan tells Judge Gonzalez that UBET is not a party to the
Settlement between the Debtors and Deutsche Bank and should not be
bound by it in any way.  Furthermore, the Settlement Motion does
not contain sufficient notice of any attempt to adjudicate the
rights of claims sellers relative to Deutsche Bank.

Moreover, to the extent Deutsche Bank is seeking equitable relief
against the claims sellers through seeking findings that it acted
in good faith and entered into fair and reasonable settlements,
that request for declaratory relief requires an adversary
proceeding, Mr. Hogan adds.

(3) NECA

The National Exchange Carrier Association, Inc., on behalf of its
members, intends to file a civil action against Deutsche Bank for
breach of duty imposed by the contract wherein NECA members
assigned to Deutsche Bank the claims that are being settled.

NECA acknowledges that the claims have been assigned to Deutsche
Bank, and does not object to its substitution as the record holder
of the claims.  NECA also acknowledges that the proposed
settlement is in the Debtors' best interest.

However, NECA objects to what appears to be an attempt by
Deutsche Bank's counsel to write an opinion incorporating
allegedly unnecessary findings of fact and conclusions of law for
the purpose of precluding, limiting or altering the rights of a
third party, who is not a party to the Motion.

"Were it not for the terms of the proposed Order, NECA would agree
with the Debtors' counsel that it has no standing to be heard on
the terms of the settlement of the claims which have been assigned
from NECA's members to Deutsche Bank," Patricia A.
Staiano, Esq., at Scarpone, Staiano & Savage LLC, in Newark, New
Jersey, tells the Court.

Ms. Staiano asserts that ignoring the effect of settlement rights
on third parties contravenes a basic notion of fairness.  "NECA
and its members were given no opportunity to participate in the
negotiation of the claims reduction, the agreement between the
Debtors and Deutsche Bank, and the form of order approving the
settlement."

Deutsche Bank agreed to pay NECA members who assigned their claims
before February 28, 2003, 50% of their applicable claim amount.
Those who assigned their claim from February 28 to March
7, 2003, would be paid 45%.  The applicable claim amount was the
lesser of the scheduled claim amount or the proof of claim amount,
reduced by the creditors' good faith estimation of any set-offs to
which the Debtors were entitled.

If a claim was ultimately allowed for a greater amount, the
contract required payment of the applicable percentage of the
increased amount within two days of that increased allowance.  If
any assigned claim is disallowed or reduce, the contract provided
for repayment by the claim assignor with interest.

Ms. Staiano points out that the problems stem from the fact that
the actual distribution percentage on the claims under the
confirmed Plan is substantially less than the percentage that
Deutsche Bank agreed to pay for the acquisition of its claims.

NECA believes that the solution is to change the proposed order so
that it gives the Debtors and Deutsche Bank the settlement that
they negotiated without impacting any of NECA's rights, which were
never part of any settlement discussion.

NECA also seeks the elimination of the portion of the findings in
the Proposed Order that says the settlement "in no way unjustly
enriches any of the Parties."

If those changes are made, NECA does not object to the Motion.
However, if those changes are not made, then NECA objects to the
settlement and demands an opportunity to be heard on both the
settlement and on its claims against Deutsche Bank.

CenturyTel joins in NECA's objections, insofar as it seek to
clarify that the Settlement does not affect the rights of third
parties under their assignment agreements to payments owed by
Deutsche Bank.

                Deutsche Bank Responds to Objections

NECA lacks standing to object to, or be heard, in connection with
the Motion, Sunni P. Beville, Esq., at Brown, Rudnick, Berlack,
Israels LLP, in Boston, Massachusetts, contends.  NECA is neither
a creditor of the Debtors' estates nor does it possess any
equitable claim against the estates.

Ms. Beville notes that:

   * all independent telephone carriers who are members of NECA
     authorized NECA to sell and assign their claims to Deutsche
     Bank;

   * NECA sold and assigned all right, title and interest in
     those claims to Deutsche Bank;

   * no individual ITC has objected to that sale assignment; and

   * no bar order or injunctive provision is given in the
     proposed Order or Settlement Agreement, precluding NECA from
     filing any claims it believes it may have against Deutsche
     Bank.

NECA's lack of standing is generally a threshold question that the
Court must address, Ms. Beville says.  In order to have a
standing, a litigant must have a legally protected interest
affected by a bankruptcy proceeding.  The party seeking standing
must also establish that it is a "party-in-interest" under
Section 1109(b) of the Bankruptcy Code.

Ms. Beville asserts that NECA is not a party-in-interest in the
Debtors' bankruptcy proceedings.  NECA simply acted as a sales
agent for the Debtors' creditors whose claims were transferred to
Deutsche Bank.  Even if creditor status could somehow be imputed
to NECA by its role for the original claimants, NECA, through the
execution of the assignment of claims, divested itself of all the
creditors' rights, title, and interest in and to the Claims.

Deutsche Bank is entitled to full rights and benefits of
negotiating the Settlement, Ms. Beville maintains.

In addition, by not challenging the settlement amount or the
reasonableness of the Settlement, NECA is conceding that the
settlement negotiations were in good faith, Ms. Beville points
out.

Therefore, Deutsche Bank asks the Court to approve its Settlement
with the Debtors.

                  Debtors Respond to Objections

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Proposed Order the Debtors submitted is
entirely appropriate under the circumstances.  In pertinent part,
the Proposed Order states that the Settlement Agreement is fair
and reasonable under the circumstances and in no way unjustly
enriches any of the Debtors and Deutsche Bank.

The Proposed Order also reflects that the Settlement Agreement is
the product of extensive, arm's-length, good faith negotiations
between the Parties.

In considering whether to approve a settlement, a bankruptcy court
must assess the settlement's terms and make a determination
regarding whether those terms are in the best interest of the
estate.

Rule 9019 of the Federal Rules of Bankruptcy Procedure does not
require a debtor to commence an adversary proceeding against third
parties as a condition precedent to approval of a settlement with
entirely different parties, Mr. Perez maintains.

Accordingly, the Reorganized Debtors ask the Court to grant their
Motion and enter the Proposed Order.

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


X-RITE INC: Moody's Assigns B1 Rating to Proposed Sr. Sec. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of B1 to X-Rite, Inc., B1 to X-Rite's proposed senior
secured first priority term loan and revolver and B3 to the
proposed senior secured second priority term loan.

Moody's also assigned a SGL-1 speculative grade liquidity rating,
reflecting very good liquidity.  Combined proceeds from the credit
facilities together with approximately $93 million of new equity
issuance and $46 million of cash will be used to finance X-Rite's
acquisition of the outstanding shares of its primary competitor,
Amazys Holding AG, a Switzerland-based publicly traded company, in
a $318.6 million leveraged transaction. The ratings outlook is
stable.

X-Rite's B1 corporate family rating is constrained by the
company's:

   (i) very high financial leverage and weak credit protection
       measures post-acquisition;
   (ii) declining free cash flow generation stemming from
        decelerating top-line revenue growth coupled with
        increasing operating expenses and rising working capital;
  (iii) potentially increasing competition;
   (iv) integration risk;
    (v) increasing exposure to consumer end markets; and
   (vi) limited asset protection from a very small base of pro
        forma tangible assets.

The rating also acknowledges the combined company's improved scale
and market leadership position in the niche colormetrics industry,
relatively stable competitive landscape, mission-critical nature
of its products with high switching costs resulting in stable
gross margins of 60%, consistent operating profitability and
positive free cash flow generation, large installed customer base
of 7,500 companies broadly diversified across geographies and
vertical markets and potential for operating margin expansion via
cost reductions and efficiency improvements.

The stable outlook reflects expectations for the combined
company's improving financial leverage and credit protection
measures driven by strong market penetration, relatively stable
operating cash flows and attractive colormetrics industry
dynamics, offset by integration risk, rising working capital
needs, increasing exposure to consumer end markets and potentially
increasing competition.

These ratings were assigned:

   * Corporate Family Rating -- B1
   * $ 40 million Senior Secured First Priority Revolver
     due 2011-- B1
   * $120 million Senior Secured First Priority Term Loan
     due 2012 -- B1
   $ 60 million Senior Secured Second Priority Term Loan
     due 2013 -- B3
   * Speculative Grade Liquidity Rating -- SGL-1

The ratings outlook is stable

Grandville, MI-based X-Rite, Inc. is acquiring Amazys in a
leveraged transaction. Upon completion of the acquisition it will
be the world's largest provider of color measurement systems
offering hardware, software, and support solutions that ensure
color accuracy. For the year ended December 31, 2005, pro forma
revenue was $245 million.


ZOOMERS HOLDING: Fla. Community Bank Wants Chap. 11 Case Dismissed
------------------------------------------------------------------
Florida Community Bank asks the U.S. Bankruptcy Court for the
Middle District of Florida to dismiss the chapter 11 case of
Zoomers Holding Company, LLC.  Florida Community is a secured
creditor of the Debtor.

Florida Community contends that the Debtor's chapter 11 case was
filed in bad faith citing:

    a. the Debtor's real property located in Lee County, Florida,
       is encumbered by liens which exceeds the fair market value
       of the real property;

    b. the Debtor has no other employees aside from its
       principals;

    c. the Debtor's financial problems involve a dispute between
       the Debtor and Florida Community, along with junior lien
       creditors, which can be resolved in the pending state court
       foreclosure action;

    d. the Debtor has no cash flow and no available sources of
       income to sustain a plan of reorganization or make adequate
       protection payments;

    e. there are no non-insider unsecured creditors whose claims
       are relatively small in light of the total obligation owed
       by the Debtor; and

    f. there is no realistic possibility of an effective
       reorganization.

The Court will consider Florida Community's request at a hearing
on May 25, 2006, at 11:00 a.m.

Headquartered in Osprey, Florida, Zoomers Holding Company, LLC,
filed for chapter 11 protection on Apr. 28, 2006 (Bankr. M.D. Fla.
Case No. 06-02008).  Richard Johnston, Jr., Esq., at Kiesel Hughes
& Johnston, represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


* Maureen Corcoran Joins Sheppard Mullin as Corporate Partner
-------------------------------------------------------------
Maureen E. Corcoran has joined the San Francisco office of
Sheppard, Mullin, Richter & Hampton LLP as a partner.  Ms.
Corcoran, most recently with Pillsbury Winthrop Shaw Pittman in
San Francisco and former chair of the firm's Health Care practice
group, joins the Healthcare team as a member of the Corporate
practice group.

Ms. Corcoran focuses in the practice of health care law.  She
advises on the full range of legal issues arising in the health
care industry.  Ms. Corcoran's transactional and regulatory
practice includes developing and implementing corporate compliance
programs; counseling on fraud and abuse, and physician self-
referrals (Stark law).

Additionally, Ms. Corcoran provides general corporate and
transactional advice to health care companies, including non-
profits.  She has represented a wide range of health industry
clients, including managed care plans, hospitals, pharmacies,
pharmacy benefit managers, physician organizations, ambulatory
surgical centers, medical device companies, management services
organizations, imaging facilities and community clinics, among
others.  Ms. Corcoran also advises health plans on issues related
to fiduciary duty and ERISA regulatory matters.

Ms. Corcoran has previously served as General Counsel of the U.S.
Department of Education prior to joining the firm.  She also
served as Special Assistant to the General Counsel of the U.S.
Department of Health and Human Services.

"Maureen's impressive portfolio of experience, having practiced
both publicly and privately, will be a huge asset to the firm in
growing our health care and life sciences practices," Guy Halgren,
chairman of the firm said.  "She will also play an important role
in the firm's ongoing expansion in San Francisco, especially given
the strength of the health care industry in the Bay Area."

"Sheppard Mullin has a solid Healthcare team and a successful
Corporate practice group," Ms. Corcoran said.  "I am excited to
join a growing firm with an excellent reputation and look forward
to building my practice in the San Francisco office."

"We now have more than 75 attorneys based in San Francisco," Betsy
McDaniel, managing partner of the San Francisco office, said.
"Maureen is the second partner this month to bring a new
specialization to the office.  Media defense litigator James
Chadwick joined us two weeks ago."

Ms. Corcoran earned her law degree from University of California,
Hastings College of the Law in 1979 and graduated from University
of Iowa, with a M.A. and a B.A.

          About Sheppard, Mullin, Richter & Hampton LLP

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with more than 480 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment, Media and Communications; Finance and Bankruptcy;
Government Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (22)         125       (6)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX         (26)          23      (27)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN         46          488      322
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO          56        1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK          46        6,885      171
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
Hollinger Int'l         HLR        (198)       1,038     (271)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Immersion Corp.         IMMR        (18)          47       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
Investools Inc.         IED         (33)          87      (54)
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
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
McDermott Int'l         MDR         (50)       3,160      277
McMoran Exploration     MMR         (38)         411       (1)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Nexstar Broadc          NXST        (73)         666       26
Omnova Solutions        OMN         (15)         360       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         (30)         219        7
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
Sun Healthcare          SUNH         (1)         531      (46)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE         (6)          21       (2)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
Worldspace Inc.         WRSP     (1,516)         682      197
WR Grace & Co.          GRA        (548)       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.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo M.
Pinili, Jr., Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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