TCR_Public/060615.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 15, 2006, Vol. 10, No. 141

                             Headlines

A.B. DICK: Confirmation Hearing Scheduled for July 19
ABRAXAS PETROLEUM: Mar. 31 Balance Sheet Upside-Down by $22 Mil.
ADVANCED BEAUTY: Sells Assets to CirTran Corp. for $2.3 Million
AFFILIATED COMPUTER: Initiates $1 Billion Share Repurchase Program
AIRLIE CLO: Moody's Puts Ba2 Rating on $8 Million Class D Notes

AIRWAY INDUSTRIES: Has Until June 29 to Decide on Three Leases
ALLIED PRINTING: Court Says Printing Equipment Deal Is a Lease
ATA AIRLINES: Court Confirms C8 Airlines' Amended Liquidation Plan
BABSON CLO: Moody's Rates $12.1 Mil. Class E Junior Notes at Ba2
BAKER & TAYLOR: S&P Puts B- Rating on Proposed $200 Million Notes

BAYOU GROUP: Hires Trumbull Group as Claims and Noticing Agent
BROOKS SAND: Ch. 11 Trustee Hires J. Bruce Miller as Counsel
CATHOLIC CHURCH: Portland Asks Court to Approve Estimation Method
CATHOLIC CHURCH: Portland, Tort Panel Disagrees on Trial Schedules
CE GENERATION: S&P Places Sr. Secured Notes' BB- Rating on Watch

CG MULTIFAMILY: Case Summary & 10 Largest Unsecured Creditors
CIRTRAN CORP: Buys Advanced Beauty Assets for $2.3 Million
COLLINS & AIKMAN: Plan-Filing Deadline Moved to July 29
COLLINS & AIKMAN: Resolves to Wind Down Fabrics Business
COLLINS & AIKMAN: Wants to Reject Forklift Leases with Toyota

CONGOLEUM CORP: Compliance Plan Prompts Amex to Continue Listing
CRUISECAM INT'L: David Hall Raises Going Concern Doubt
DANA CORPORATION: Court Approves Toledo Press Settlement Pact
DANA CORPORATION: Tonie Smith Wants Stay Lifted to Pursue Damages
DANA CORPORATION: Wants To Enter Into Spicer Share Purchase Pact

DELPHI CORP: Court Approves License Pact with Denso Corporation
DELPHI CORP: Inks Transfer Pact for New Brunswick Plant
DELPHI CORP: Judge Drain Adjourns CBA Rejection Hearing
DELTA FUNDING: Moody's Lowers Rating on Class B-1F Certs. to B3
DRESSER RAND: Moody's Lifts Rating on Sr. Bank Debt to Ba3 from B1

DURATEK INC: EnergySolutions Merger Cues S&P to Withdraw Ratings
ELINE ENT: Posts $10,421 Net Loss in 2006 1st Fiscal Quarter
EMERITUS CORP: Reports $105 Mil. Shareholder's Deficit at March 31
ENVIRONMENTAL LAND: Secured Creditor Files Liquidating Ch. 11 Plan
ERICO INT'L: Improved Performance Cues S&P to Lift Rating to BB-

EXIDE TECH: Court Amends Exide Illinois' Fine Payment Schedule
EXIDE TECHNOLOGIES: Government Wants Administrative Claim Paid
FEDDERS CORP: Posts $8.8 Million Net Loss for First Quarter 2006
FRESH DEL MONTE: S&P Holds BB Rating and Revises Outlook to Neg.
GENERAL MOTORS: S&P Maintains Neg. Watch on B Corp. Credit Rating

GRACE INDUSTRIES: Auctioning Assets on June 27
GRANITES VENTURES: Moody's Rates $7 Million Class D Notes at Ba2
GREAT COMMISSION: Files Schedules of Assets and Liabilities
GSC PARTNERS: Moody's Puts Ba2 Rating on $22MM Class 1 Securities
HARRY FERRYMAN: Case Summary & 7 Largest Unsecured Creditors

HEATING OIL: Connecticut Court Confirms Plan of Reorganization
HIGHWOODS REALTY: Moody's Affirms Senior Debt Rating at Ba1
HOUSTON EXPLORATION: Jana's Takeover Bid Cues S&P's Negative Watch
HOWARD MILLS: Case Summary & 5 Largest Unsecured Creditors
ICOS CORP: Balance Sheet Upside-Down by $50.9 Million at March 31

INTERPUBLIC GROUP: Fitch Assigns B Rating to $750 Million Notes
INTREPID TECH: Amends 2006 Financial Statements
J.L. FRENCH: Creditors Unanimously Approve Plan of Reorganization
JERRY WILLIAMS: Case Summary & 17 Largest Unsecured Creditors
KAISER ALUMINUM: Court Signs Order Reducing Bonneville Claims

KAISER ALUMINUM: Wants Zurich Insurance Settlement Pact Approved
KING ELECTRICAL: Case Summary & 14 Largest Unsecured Creditors
KOOSHAREM CORP: Moody's Rates Planned $300 Million Debt Deal at B2
KRISPY KREME: Sees Revenue Decline in Fiscal 2006 First Quarter
LASER DENTISTRY: Voluntary Chapter 11 Case Summary

MAJESTIC STAR: S&P Places B+ Corporate Credit Rating on Neg. Watch
MARSH SUPERMARKETS: Board Opposes Cardinal Group's Purchase Bid
MAVERICK TUBE: To Sell Assets to Tenaris S.A. for $3.185 Billion
MAVERICK TUBE: Moody's Holds B2 Rating on $250 Mil. Sr. Sub. Notes
MESABA AVIATION: Court Extends Lease Decision Period to Dec. 10

MT WILSON: Moody's Puts Ba2 Rating on $6.9 Mil. Class E Notes
NELLSON NUTRACEUTICAL: Can Hire Seneca as Valuation Advisor
NORTH END: Voluntary Chapter 11 Case Summary
O'SULLIVAN IND: Reports 2nd Quarter Results for Fiscal Year 2006
OWENS CORNING: Financial Projections Underpinning 6th Amended Plan

OWENS CORNING: Liquidation Analysis Under 6th Amended Ch. 11 Plan
OWENS CORNING: Valuation Analysis Under Sixth Amended Ch. 11 Plan
PACIFIC ENERGY: Sells Assets to Plains All for $2.4 Billion
PACIFIC ENERGY: Moody's Places Ba2 Corp. Family Rating on Review
PARMALAT USA: Court Approves Pact Disallowing 4 New Jersey Claims

PARMALAT USA: Court Extends Preliminary Injunction to Sept. 15
PARMALAT USA: Minguito Estate Wants Disallowed Claim Reconsidered
PAUL WYATT: Case Summary & 17 Largest Unsecured Creditors
PROSOFT LEARNING: VCampus Completes $2.1 Million Acquisition
RBS GLOBAL: Moody's Cuts Corporate Family Rating 1 Notch to B2

REFCO INC: Examiner Can File Status Report Under Seal
REFCO INC: Walks Away From CIT Equipment Lease
RICHARD DRAUGHON: Case Summary & 14 Largest Unsecured Creditors
RISK MANAGEMENT: Court Confirms Liquidating Chapter 11 Plan
ROCKWELLS RESTAURANT: Case Summary & 18 Largest Unsec. Creditors

RURALMETRO CORP: March 31 Balance Sheet Upside-Down by $94 Mil.
SAFETY KLEEN: Moody's Rates Proposed Sec. Credit Facilities at B1
SAINT VINCENTS: Can Assign Unexpired Staten Leases to Castleton
SAINT VINCENTS: Staten Hospital Sale Hearing Set for July 24
SEA CONTAINERS: To Pay $16.3MM to GE SeaCo for Breach of Contract

SEA CONTAINERS: Further Delays 10-K Filing & Remains on Default
SEA CONTAINERS: Selling Silja Oy to Tallink Group for $594 Mil.
SIERRA PACIFIC: Fitch Affirms B+ Senior Unsecured Debt Rating
SILICON GRAPHICS: Court Approves Equity Trading Restrictions
SILICON GRAPHICS: Will Honor Prepetition Taxes & Fees

SITEWORKS: Posts $730,248 Net Loss in 1st Fiscal Quarter of 2006
SLATER STEEL: Court Closes Ch. 11 Cases After Plan Consummation
SOLUTIA INC: Equity Panel Says Disclosure Statement is Inadequate
SOLUTIA INC: Judge Defers Disclosure Statement Hearing to June 20
SPECIALTYCHEM PRODUCTS: Case Summary & 20 Largest Unsec. Creditors

SPECTRUM BRANDS: Bank Facility Revision Cues S&P to Hold B- Rating
STRIKEFORCE TECH: Massella & Associates Raises Going Concern Doubt
TITANIUM METALS: Earns $58.8 Million in Quarter Ended March 31
TNT RESOURCE: Case Summary & 11 Largest Unsecured Creditors
TRANS-ACTION: Court Dismisses Ch. 11 Case After Plan was Filed

US AIRWAYS: Executives Plan to Exercise Options and Sell Stock
VENTURE HOLDINGS: Chapter 7 Trustee Hires Akin Gump as Co-Counsel
VERITAS CLO: Moody's Puts Ba2 Rating on $9.5MM Class E Notes
VITESSE CLO: Moody's Puts Rating on $17MM Class B-2L Notes at Ba3
VULCAN ENERGY: Pacific Merger Prompts S&P to Affirm BB Rating

WARNER CHILCOTT: Initial Public Offering Spurs S&P's CreditWatch
WEIGHT WATCHERS: S&P Rates $850 Mil. Sr. Sec. Bank Facility at BB+
WERNER LADDER: Organizational Meeting Scheduled for June 22
WORLDCOM INC: Argues Seinfeld Lacks Standing to Pursue Claim
WORLDCOM: Says It Obtained Licensing Rights to Use HUB Program

WORLDCOM: Seeks Summary Judgment on Access & Division 1's Claim

* Guicho Pons Joins A&M Real Estate Advisory Services as Director

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

A.B. DICK: Confirmation Hearing Scheduled for July 19
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will hold a
hearing on July 19, 2006, to consider confirmation of the
Liquidating Plan of Reorganization filed by A.B. Dick Company, nka
Blake of Chicago, Corp., and its debtor-affiliates.

Objections to plan confirmation must be received by June 30, 2006,
by:

         Bankruptcy Clerk
         U.S. Bankruptcy Court for the District of Delaware
         824 North Market Street, Third Floor
         Wilmington, Delaware

A copy of the written objection must be served on:

      (1) Debtors' counsel

          Dechert LLP
          Attn: H. Jeffrey Schwartz
          30 Rockefeller Center
          New York, New York 10112

      (2) counsel to the Official Committee of Unsecured Creditors
          
          McGuire Woods
          Attn: James Joseph
          625 Liberty Avenue, 23rd Floor
          Pittsburgh, Pennsylvania 15222

      (3) U.S. Trustee

          Office of the United States Trustee
          844 King Street, Suite 2207
          Wilmington, Delaware 19801

Ballots must be received by the Debtors' Balloting Agent by
July 10, 2006:

         Trumbull Group
         P.O. Box 721
         4 Griffin Road North
         Windsor, Connecticut 060695

                       Terms of the Plan

The Plan provides for the transfer of the Debtors' cash and other
remaining assets, including all causes of action and avoidance
claims, to liquidating trusts that will be formed for the benefit
of holders of unsecured and subordinated claims.  The Blake
Liquidating Trust will be set-up to handle claims against Blake of
Chicago.  The Paragon Liquidating Trust will be set-up to handle
claims against Paragon Corporate Holdings, Inc.

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Presstek, Inc., bought substantially all of the Debtors' assets
for $40 million.  The Debtors are still in the process of selling
their remaining assets including a facility in Rexdale, Ontario.

Proceeds from the sale of Blake's assets will be used to satisfy
claims against Blake's estate.  Proceeds from the sale of
Paragon's assets will be used to satisfy Paragon's claims.

Holders of unsecured claims against Blake, owed $23,250,000, are
projected to recover 25.8% of their claims.  Subordinated claim
holders will get any cash left over after unsecured claims are
fully satisfied.  Holders of Blake equity interests get nothing
under the Plan.

Holders of unsecured claims against Paragon, owed $6,974,000, are
projected to recover 1.35% of their claims.  Subordinated claim
holders will get any cash left over after unsecured claims are
fully satisfied.  Holders of Paragon equity interests get nothing
under the Plan.

The Liquidating Trust will delegate the obligation to recover
preference and fraudulent transfers and other recoverable assets
to an oversight committee.  The Oversight Committee will be
composed of members of the Official Committee of Unsecured
Creditors, plus any members the Court may appoint.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


ABRAXAS PETROLEUM: Mar. 31 Balance Sheet Upside-Down by $22 Mil.
----------------------------------------------------------------
At March 31, 2006, Abraxas Petroleum Corporation's balance sheet
showed total stockholders' deficit of $21,842,000 out of
$124,852,000 in total assets and $146,694,000 in total
liabilities.

Abraxas's balance sheet also showed strained liquidity with
$9,927,000 in total current assets and $15,989,000 in total
current liabilities.

The Company also earned $1,220,000 of net income on $13,305,000 of
revenues for the three months ended March 31, 2006.

A full-text copy of Abraxas Petroleum's quarterly report is
available for free at http://researcharchives.com/t/s?b48

Headquartered in San Antonio, Texas, Abraxas Petroleum Corp --
http://www.abraxaspetroleum.com/-- is an independent natural gas  
and crude oil exploitation and production company with operations
concentrated in Texas and Wyoming.  Abraxas was founded in 1977
and is publicly traded on the American Stock Exchange under the
ticker symbol "ABP".


ADVANCED BEAUTY: Sells Assets to CirTran Corp. for $2.3 Million
---------------------------------------------------------------
CirTran Corporation (OTCBB:CIRT) closed and received court
approval of a transaction with Advanced Beauty Solutions, LLC of
Los Angeles, to purchase certain of Advanced Beauty's assets for
approximately $2,310,000.

Iehab J. Hawatmeh, CirTran's founder and President, said an
agreement was signed last week for CirTran to purchase virtually
all of Advanced Beauty's assets, including flat iron and hair
dryer kits marketed and sold via TV infomercials.  Mr. Hawatmeh
said that on June 7, the U.S. Bankruptcy Court adjudicating the
bankruptcy proceedings of Advanced Beauty entered an order which
approved the asset purchase, including the sale to CirTran of
Advanced Beauty's product inventory, intellectual property,
customer lists, a 30-minute infomercial, and trade secrets.

In exchange for the assets it acquired, CirTran will pay Advanced
Beauty $1,125,000 in cash at closing, and will reduce its approved
claim in the bankruptcy against ABS by $750,000.  In addition,
CirTran will pay the balance of the $2.3 million -- $435,000 in
all -- to ABS as a guaranteed royalty over two years, based on
royalty of $3 per True Ceramic Pro flat iron sold by CirTran.

               CirTran - Advanced Beauty Agreement

In January 2005, CirTran signed an exclusive manufacturing
agreement with Advanced Beauty, a California limited liability
company, relating to the manufacture of a flat iron hair product,
and in July 2005, CirTran signed another exclusive manufacturing
agreement with Advanced Beauty relating to the manufacture of a
hair dryer kit.  In early October 2005, CirTran was notified that
Advanced Beauty had defaulted on obligations to its financing
company, and, following the notice of ABS's default, CirTran
terminated both agreements.  In January 2006, following efforts to
resolve the situation, CirTran sued Advanced Beauty, claiming
breach of contract, interference with contractual relationships,
unjust enrichment, and fraud, seeking damages from Advanced
Beauty.

Through October 2005, CirTran had shipped approximately $4,746,000
worth of flat iron product to Advanced Beauty, for which it had
received total payments of approximately $788,000.  In November
2005, CirTran repossessed approximately $2,341,000 worth of the
products from Advanced Beauty in the U.S., as it was permitted to
do pursuant to the agreement.  Since November -- and until
Advanced Beauty filed for bankruptcy protection -- Mr. Hawatmeh
said his company was pursuing its rights under the agreements,
including offering flat iron product for sale directly to Advanced
Beauty's customers.  In so doing, CirTran sold approximately
$426,000 of product directly to Advanced Beauty's international
customers, with all shipments paid in full.  In January 2006,
Advanced Beauty filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code.  The orders entered by the
Bankruptcy Court included approval of the sale of Advanced
Beauty's assets to CirTran as well as resolutions and settlements
of other aspects of the Advanced Beauty Solutions Bankruptcy.

              Entering the Beauty Products Business

"Advanced Beauty had been one of CirTran's largest customers, and
the failure of its business was a major cause of our not showing
an anticipated profit for the final quarter of fiscal 2005 or for
the fiscal year," Mr. Hawatmeh said.  "With this interruption in
our business and business plan now history, CirTran is moving
forward to market and sell products originally built for Advanced
Beauty through other sources, including our own sales
organization, which hopefully will lead to manufacturing more of
this traditionally-popular consumer line."

Mr. Hawatmeh said the acquisition of assets from Advanced Beauty
marked CirTran entrance into the multi-billion dollar worldwide
beauty products industry, where Advanced Beauty, prior to its
failure, had generated a total of more than $30 million in revenue
over the past five quarters.

"CirTran has the product, the ability to design and manufacture
new product as needed, the customer lists and contacts, the
infomercials, and now with our media and talent groups, the
wherewithal to move the product directly to consumers," he said.
"We believe that what started as adversity with the failure of ABS
as a customer will result in a new and exciting profit center and
opportunity for our company and its shareholders."

                    About CirTran Corporation

Founded in 1993, CirTran Corp. -- http://www.CirTran.com/-- is
a premier international full-service contract manufacturer of
low to mid-size volume contracts for printed circuit board
assemblies, cables and harnesses to the most exacting
specifications.  Headquartered in Salt Lake City, CirTran's
modern 40,000-square-foot non-captive manufacturing
facility -- the largest in the Intermountain Region - provides
"just-in-time" inventory management techniques designed to
minimize an OEM's investment in component inventories, personnel
and related facilities, while reducing costs and ensuring speedy
time-to-market.

                 About Advanced Beauty Solutions

Advanced Beauty Solutions, LLC, filed for chapter 11 protection on
January 24, 2006 (Bankr. C.D. Calif. Case No. 06-10076).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, represents
the Debtor. When the Debtor filed for protection against its
creditors, it estimated assets and debts between $1 million and
$10 million.


AFFILIATED COMPUTER: Initiates $1 Billion Share Repurchase Program
------------------------------------------------------------------
Affiliated Computer Services, Inc., disclosed that the Company's
Board of Directors authorized a share repurchase program of up to
$1 billion of its Class A common stock effective immediately.  At
the current stock price, this program represents about eighteen
percent of ACS' total common shares currently outstanding.

The program, which is open-ended, will allow the Company to
repurchase its shares on the open market, from time to time, in
accordance with the requirements of the Securities and Exchange
Commission, including shares that could be purchased pursuant to
Rule 10b5-1.  The number of shares to be purchased and the timing
of purchases will be based on the level of cash and debt balances,
general business conditions, and other factors, including
alternative investment opportunities.

                    About Affiliated Computer

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

                         *     *     *

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

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


AIRLIE CLO: Moody's Puts Ba2 Rating on $8 Million Class D Notes
---------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
issued by Airlie CLO 2006-1, Ltd.  The collateral manager is
Airlie CDO Capital Management L.P.

Moody's Ratings:

   * Aaa to the $287,000,000 Class A-1 Senior Secured
     Floating Rate Notes, Due May 20, 2020;
   * Aa2 to the $16,000,000 Class A-2 Senior Secured
     Floating Rate Notes, Due May 20, 2020;
   * A2 to the $16,500,000 Class B Senior Secured Deferrable
     Floating Rate Notes, Due May 20, 2020;
   * Baa2 to the $31,000,000 Class C Senior Secured
     Deferrable Floating Rate Notes, Due May 20, 2020;
   * Ba2 to the $8,000,000 Class D Secured Deferrable
     Floating Rate Notes, Due May 20, 2020; and
   * Baa2 to the $4,000,000 Composite Notes,
     Due May 20, 2020.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all interest and principal payments
required by the governing documents and are based on the expected
losses posed to holders of notes relative to the promise of
receiving the present value of such payments.

Moody's rating assigned to the Composite Notes only addresses the
ultimate receipt by the holders of the Rated Balance.  The ratings
do not address any other payments that may be receivable by such
holders.


AIRWAY INDUSTRIES: Has Until June 29 to Decide on Three Leases
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania extended, until June 29,
2006, the period within which Airway Industries, Inc., can assume,
assume and assign or reject these leases:

   Non-Debtor Party                      Lease
   ----------------                      -----
   BRT Enterprises                       Building Lease for
   6990 Haigh Street                     Orland, California
   Orland, CA 95963                      dated November 25, 1997;
                                         First Amendment to and
                                         Extension of Lease dated
                                         July 15, 1998

   Bruce Weiner Family Ltd. Partnership  Building Lease for
   930 Beaver Avenue                     Ellwood City, PA;
   Ellwood City, PA 16117                Amendment of Lease; and
                                         Amendment and Extension
                                         of Lease all dated
                                         February 12, 1996

   Data Micro, Inc.                      Building Lease for
   267 Matheson Boulevard, East          Mississauga  
   Unit 1
   Missassauga, Ontario
   Canada L4Z 1X8

As reported in the Troubled Company Reporter on June 13, 2006, the
Debtor needs to hold on to the leases until June 29 pursuant to an
agreement with TravelPro International, Inc., the purchaser of
substantially all of its assets.  Under the terms of the sale,
TravelPro is entitled to occupy the leased properties until June
29.  The Debtor also continues to occupy portions of the Leased
Real Property for purposes of the wind down of its business but it
will not need to do so after June 29.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,  
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ALLIED PRINTING: Court Says Printing Equipment Deal Is a Lease
--------------------------------------------------------------
The Honorable Jerry A. Funk was called on to decide whether
agreement between Creo Financial Services (a Financing Program of
Fleet Business Credit, LLC) and Allied Printing, Inc., is a
financing agreement or a true lease.  If it's a financing
agreement, Fleet wants adequate protection payments under 11
U.S.C. Sec. 361 to compensate it for diminution in the value of
two pieces of equipment (a Lotem 800 Quantum and a Trendsetter 800
Quantum) used to make printing plates.  If it's a lease, Fleet
wants the Debtor to decide under 11 U.S.C. Sec. 365 whether to
assume, assume and assign, or reject the agreement.  Fleet says
the deal is a true lease.  The Debtor says the deal is a disguised
financing transaction.

The document evidencing the agreement is called a "Master Lease
Agreement" and requires 48 monthly payments of $17,207.74.  The
Debtor's two principals guaranteed Allied Printing's obligations.  

Creo is the manufacturer of the Equipment.  Brian Erwin, a market
development manager for Creo remanufactured systems whose primary
responsibility is monitoring sales and marketing of used Creo
equipment, testified as an expert witness on behalf of Fleet.  Mr.
Erwin testified that as long as the Equipment is maintained, it
should last eight to ten years.  Judge Funk decided to use the
eight-year estimate.  Mr. Erwin testified that as of April, 2007,
the Lotem will have an $80,769 value and the Trendsetter 800 will
have a value of $106,047.  Fleet disclaimed all warranties under
the agreement and the Debtor is responsible for the risk of loss
of the equipment and is required to pay insurance and taxes on the
Equipment.  In the event Debtor defaults on its payment and other
obligations.  Fleet has the right to accelerate all payments due
under the agreement, remove and sell the Equipment, and hold the
Debtor and guarantors responsible for any deficiency.  At the end
of the lease term the Debtor may:

    1) return the Equipment to Fleet;

    2) "extend the Lease term at the then fair rental value for an
       extension term the length of which shall be determined by
       agreement between [Debtor] and [Fleet] but in no case shall
       be less than four (4) months"; or

    3) "purchase all of the [Equipment] for cash at the
       [Equipment]'s then fair market value.  

In the event Debtor does not renew, it is responsible for the cost
of de-installing, shipping and refurbishing the Equipment.  Mr.
Erwin estimated that the total cost to de-install, ship, and
refurbish the Lotem and the Trendsetter is approximately $58,000.

In a decision published at 2005 WL 3947958, 19 Fla. L. Weekly
B175, Judge Funk finds that under Florida law the transaction
created a lease because Fleet retained a meaningful reversionary
interest in the equipment.  Thus, the debtor is required to assume
or reject the agreement prior to confirmation of a chapter 11
plan.

Headquartered in Jacksonville, Florida, Allied Printing --
http://www.alliedgraphics.net/-- provides printing services  
specializing in high quality color lithography.  The company filed
for chapter 11 protection on July 2, 2004 (Bankr. M.D. Fla. Case
No. 04-06812).  Earl M. Barker, Jr., Esq., at Slott & Barker
represents the Debtor.  When Allied Printing filed for protection
from its creditors, it listed $3,373,230 in total assets and
$6,099,485 in total debts.


ATA AIRLINES: Court Confirms C8 Airlines' Amended Liquidation Plan
------------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana confirmed C8 Airlines, Inc.'s Second
Amended Plan of Liquidation dated April 13, 2006.  The Court held
that the Plan satisfied the 13 statutory requirements under
Section 1129(a) of the Bankruptcy Code.  Judge Lorch confirmed the
plan on June 6, 2006.

The Second Amended Plan, among others, provides for:

    (1) the inclusion of the ATSB Lender Parties and BearingPoint,
        Inc., as Loan Administrator under the ATSB Loan agreement,
        in the "Exculpation and Limitation of Liability" provision
        of the Plan; and

    (2) the addition of the ATSB Lenders as a consent party in the
        "Conditions to Confirmation" provision.

More than two-thirds of C8's creditors under Class 2 - General
Unsecured Claims voted to accept the Second Amended Plan:

                Votes       (%)             Amount     (%)
                -----       ---             ------     ---
    Accepted       66    92.96%    $250,688,298.63    100%
    Rejected        5     7.04%         $11,179.25      0%
                -----    ------    ---------------    ----
    Total          71      100%    $250,699,477.88    100%

Although C8's Balloting Agent received an aggregate of 79 votes,
eight votes were excluded for reasons that the Ballots either:

    -- did not bear an original signature;
    -- did not indicate an acceptance or rejection of the Plan; or
    -- was received after the deadline.

No votes were submitted in Class 1 - Other Priority Claims.

C8's Liquidation Plan provides that C8 will pay Allowed
Administrative Claims and Allowed Priority Tax Claims in Cash in
full, but without interest.  Allowed Professional Fee Claims will
also be paid in Cash.

Allowed Class 1 Other Priority Claims, on the other hand, will be
paid in full from the Available Cash to the full extent permitted
under Section 507(a) of the Bankruptcy Code, but without interest,
while Allowed Class 2 General Unsecured Claims will be paid on a
pro rata basis from recoveries of Avoidance Claims a total of the
lesser of:

    (a) $1,000,000; or

    (b) one half of amounts, net of attorneys' and other
        professionals' fees and expenses, recovered through
        Avoidance Claims.

No distributions will be made to Class 3.  Equity Interests will
be cancelled on the date C8's Chapter 11 case is closed.

Additionally, the ATA Administrative Claim will not be paid in
full due to insufficient funds.

The Court's written order confirming C8's Second Amended Plan was
not yet available as of press time.

A black-lined copy of C8's Second Amended Plan is available for
free at http://ResearchArchives.com/t/s?b63

                       About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


BABSON CLO: Moody's Rates $12.1 Mil. Class E Junior Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings to ten classes of notes
issued by Babson CLO Ltd. 2006-I

Moody's Ratings:

   * Aaa to the $194,600,000 Class A-1 Senior Notes, Due
     2018;
   * Aaa to the $30,000,000 Class A-2 Senior Notes, Due
     2018;
   * Aaa to the $150,000,000 Class A-2B Senior Delayed Draw
     Notes, Due 2018;
   * Aa1 to the $40,000,000 Class A-3 Senior Notes, Due
     2018;
   * Aa2 to the $51,700,000 Class B Senior Notes, Due 2018;
   * A2 to the $27,600,000 Class C Deferrable Mezzanine
     Notes, Due 2018;
   * Baa2 to the $23,000,000 Class D Deferrable Mezzanine
     Notes, Due 2018;
   * Ba2 to the $12,100,000 Class E Deferrable Junior Notes,
     Due 2018;
   * Baa1 to the $14,000,000 Class Z Combination Notes Due
     2018; and
   * Aa3 to the $10,000,000 Class P Notes Due 2018.

The collateral manager is Babson Capital Management LLC.


BAKER & TAYLOR: S&P Puts B- Rating on Proposed $200 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Baker & Taylor Acquisition Corp. and a 'B-'
rating to the company's proposed $200 million senior unsecured
notes.  The outlook is negative.

"The senior notes are rated two notches below the corporate credit
rating due to the potential significant amount of priority debt in
the capital structure," said Standard & Poor's credit analyst
Robert Lichtenstein.

The notes will be issued under Rule 144A without registration
rights.  Proceeds from the notes offering, together with
additional debt proceeds from a new bank loan (not rated), and
equity contributions will be used to fund the purchase of the
company by Castle Harlan Inc.

The rating on Charlotte, North Carolina-based Baker & Taylor
reflects the company's vulnerability to small changes in costs,
given its narrow operating margin, customer concentration, and
thin cash flow protection measures.

Baker & Taylor is a leading distributor of books, music, and video
to institutional and retail markets.  The company distributes
products from 36,000 suppliers to 38,000 customers in over 125
countries.  The company is a leader in the stable library
distribution market and has a growing presence in the fragmented
retail distribution market.


BAYOU GROUP: Hires Trumbull Group as Claims and Noticing Agent
--------------------------------------------------------------
Bayou Group, LLC, and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to employ The Trumbull Group, LLC, as their claims, noticing,
balloting, and disbursing agent.

Trumbull Group is expected to:

    (a) prepare and serve required notices in the Debtors'
        chapter 11  cases, including:

         (i) a notice of the commencement of the Debtors'
             chapter 11 cases and the initial meeting of creditors
             under section 341(a) of the Bankruptcy Code;

        (ii) a notice of the claims bar date;

       (iii) notices of objections to claims;

        (iv) notices of any hearings on a disclosure statement and
             confirmation of a plan or plans of reorganization;
             and

         (v) other miscellaneous notices as the Debtors or Court
             may deem necessary or appropriate for an orderly
             administration of the Debtors' Chapter 11 cases.

    (b) within five business days after the service of a
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their address, and

       (iii) the date and manner of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed in the Debtors' cases;

    (d) maintain official claims registers in this case by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes the these information for
        each such claim or interest asserted:

         (i) the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

        (ii) the date the proof of claim or proof of interest was
             received by Trumbull or the Court;

       (iii) the claim number assigned to the proof of claim or
             proof of interest; and

        (iv) the asserted amount and classification of the claim;

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

    (f) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

    (g) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        such list available upon request to the Clerk's Office or
        any party in interest;

    (h) provide access to the public for examination of the proofs
        of claim or proofs of interest filed in this case without
        charge during regular business hours;

    (i) record all transfers of claims pursuant to Bankruptcy Rule
        3001(e) and provide notice of such transfers as required
        by Bankruptcy Rule 3001(e), if directed to do so by the
        Court;

    (j) comply with applicable federal, state, municipal, and
        local statues, ordinances, rules, regulations, orders, and
        other requirements;

    (k) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at any
        time prescribe; and

    (l) provide other claims processing, noticing, balloting, and
        relating administrative services as may be requested from
        time to time by the Debtors, including without limitation
        creating, maintaining, and servicing a website devoted
        exclusively to the Debtors' bankruptcy cases.

The Debtors say that Trumbull will also assist them with, among
other things:

    (a) the preparation of their schedules, statements of
        financial affairs, and master creditor lists, and any
        amendments thereto;

    (b) the reconciliation and resolution of claims;

    (c) the preparation, mailing, and tabulation of ballots of
        certain creditors for the purpose of voting to accept or
        reject a plan or plans of reorganization; and

    (d) the disbursement of funds to creditors.

The Debtor asks the Court that the fees and expenses incurred by
Trumbull be treated as an administrative expense.  Documents filed
with the Court did not state the total amount Trumbull will be
paid for this engagement but the Debtor disclosed that it has
already provided Trumbull with a $5,000 retainer.

To the best of the Debtors' knowledge, Trumbull is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  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 estimated assets and debts of more than
$100 million.


BROOKS SAND: Ch. 11 Trustee Hires J. Bruce Miller as Counsel
------------------------------------------------------------
The Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville allowed Kenneth C.
Henry, the Chapter 11 Trustee of Brooks Sand & Gravel, LLC, to
hire J. Bruce Miller, Esq., and his firm, J. Bruce Miller Law
Group as his legal bankruptcy counsel, nunc pro tunc to April 24,
2006.

The Trustee selected JBMLG as his legal counsel because of the
firm's extensive experience and knowledge in litigation matters,
including bankruptcy proceedings.  The Trustee believes that JBMLG
is well qualified and uniquely able to advise him in this Chapter
11 case in a most efficient and timely manner.

JBMLG will:

   -- assist the Chapter 11 Trustee in connection with the
      management of litigation involving the Debtor;  

   -- negotiate, analyze and address issues relative to the
      operation and liquidation of the Debtor's business; and

   -- perform other legal services necessary in the Debtor's
      bankruptcy case.

Mr. Miller discloses that his firm's professionals bill:

     Designation                                Hourly Rate
     -----------                                -----------
     Members and Associates                     $250 to $295
     Paralegals and Administrative Personnel     $50 to $75

The Firm has not received any retainer from the Trustee in
connection with this case.

To the best of the Trustee's knowledge, the attorneys of JBMLG do
not have any connection with the Trustee, the Debtor, its
creditors, or any party-in-interest.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).  Dean A. Lang
don, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC
represent the Debtors in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million to $50 million.  
Judge Cooper approved the appointment of J. Bruce Miller as the
Chapter 11 Trustee of Brooks Sand.


CATHOLIC CHURCH: Portland Asks Court to Approve Estimation Method
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to approve its methodology
estimating present child sex abuse claims using multiple
regression analysis.

The multiple regression analysis will be performed by National
Economic Research Associates, Inc.  The Methodology is explained
in Dr. Frederick C. Dunbar's report entitled "Methodology for
Estimating Present Child Sex Abuse Claims against the Archdiocese
of Portland in Oregon" dated May 31, 2006.

A full-text copy of the NERA Report is available for free
at http://researcharchives.com/t/s?b65

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, relates that the NERA Methodology and the methodology the
Archdiocese presented to the Court on November 15, 2005, address
estimation issues identified by Judge Perris, including the lack
of pertinent Oregon jury verdicts and the need for an estimation
process that would not require mini-trials for every claim.

                     Individualized Estimation

Portland's Methodology, Mr. Stilley says, will result in an
individual estimation of the Archdiocese's potential liability on
each of the Unresolved Present Child Sex Abuse Tort Claims.  The
Analysis will be based on:

   * uncontroverted evidence previously submitted of the
     prepetition liquidation of child sex abuses tort claims in
     Portland's database; and

   * data to be compiled regarding the claim attributes of each
     individual tort claim.

                        Jury Verdicts Issue

Portland's Methodology provides two alternatives regarding the
lack of Oregon jury verdicts for use in estimations of
compensatory and punitive damages, Mr. Stilley informs the Court.  
In his report, Dr. Dunbar discusses that any additional jury value
is already reflected in the liquidation in the database and no
additional jury verdict information is necessary.  The values are
empirical data showing the full value of the claims derived in the
tort system and should not be disregarded without clear proof to
the contrary.

Mr. Stilley says if the Court finds actual verdict information is
necessary, the Archdiocese will undertake a survey of the Roman
Catholic Dioceses in the United States to provide the jury verdict
data, including:

   (1) number of total claims filed against a diocese;

   (2) number of jury verdicts, if any, and amounts of
       compensatory and punitive damages awarded; and

   (3) final resolution of any claim that resulted in a jury
       verdict, whether on appeal, by settlement or payment.

Once the information is obtained, it will be factored into an
equation to determine whether it has an effect on the estimated
value of the present claims, Mr. Stilley says.

                     Implementation Procedures

Portland will commence collecting and providing data to implement
the NERA Methodology, including:

   1. obtaining claim attribute information for all Unresolved
      Present Child Sex Abuse Tort Claims in cases where the
      information has not been previously available to the
      Archdiocese.  Portland has asked the Court to permit it to
      obtain the information through mini-depositions; or

   2. to the extent it has not already been accomplished,
      collecting information regarding claims attributes from the
      Archdiocese's database for all Resolved and Unresolved
      Present Child Sex Abuse Tort Claims; and

   3. designing and implementing a survey to collect data from
      all United States Dioceses.

Mr. Stilley says the Archdiocese will complete the process of data
collection including receipt of the survey information by the end
of August 2006.

        Tort Panel Says Jury Awards Should Be Estimated

The Official Committee of Tort Claimants in the Archdiocese of
Portland in Oregon's Chapter 11 case asserts that estimation is
unnecessary, will cause delay of the bankruptcy proceedings, and
will incur additional estate expense.  

If estimation for purposes of distribution is allowed, it should
be based on jury awards, Albert N. Kennedy, Esq., at Tonkon Torp,
LLP, in Portland, Oregon, tells the U.S. Bankruptcy Court for the
District of Oregon.  

According to Mr. Kennedy, the Archdiocese has produced evidence
of jury awards in trials involving 20 survivors of priest abuse.  
Juries have awarded more than $156,000,000 to 20 plaintiffs.  
After post-judgment appeals and settlements, the 20 plaintiffs
received compensation totaling $45,746,000, or an average of over
$2,250,000 each.  Hence, the ultimate recoveries ranged from
$180,000 to over $3,000,000 each.  Some cases involved punitive
damages and some did not.

Mr. Kennedy adds that there were two other jury trials involving
claims of priest abuse against dioceses in the United States.  In
1995, a jury awarded a survivor $737,000 in compensatory and
punitive damages against the Diocese of Covington, Kentucky.  In  
1994, a jury awarded a survivor $1,519,000 in compensatory and
punitive damages against the Diocese of Altoona in Johnstown,
Pennsylvania.

The purpose of any estimation for distribution should be to
determine the Archdiocese's probable maximum total liability, Mr.
Kennedy says.  That will require consideration of both average
jury awards and the range of jury awards.  

Because of the relatively small number of claims, the probability
of a few very large jury awards must be considered and may have a
major impact on the estimation of the probable maximum aggregate
award, Mr. Kennedy notes.  

Several jury trials are scheduled in Portland's case.  Mr.
Kennedy says estimation of potential jury verdicts should be made
only after several Oregon jury trials have been conducted.  

If estimation for the purposes of distribution is allowed, Mr.
Kennedy points out that the estimation method should include:

   (a) available data on prior jury awards to survivors of priest
       abuse should be obtained;

   (b) several jury trials currently scheduled in Oregon should
       be concluded; and

   (c) the average and mean jury awards, together with the range
       of jury awards, should be considered in projecting the
       Archdiocese's probable maximum total liability.

If the number of unresolved claims remains relatively high, then
it may be appropriate to simply multiply the average or mean jury
award by the number of claims, Mr. Kennedy says.  If the number of
unresolved claims declines to a small number, however, the
possibility of a few large claims must be factored and given
significant weight.

The Tort Committee believes that individual claim characteristics
are not helpful in projecting jury awards, Mr. Kennedy tells the
Court.

In the event that the Court estimates unresolved tort claims for
distribution purposes, the Tort Committee asserts that an
estimation of each unresolved claim at $2,250,000 will provide as
much accuracy as any estimate costing hundreds of thousands of
dollars and requiring months of litigation, Mr. Kennedy contends.

The $2,250,000 estimation per claim would provide the Archdiocese
with an upper limitation on its liability while protecting
claimants' constitutional rights to a jury trial, Mr. Kennedy
says.  That estimation would be efficient and inexpensive.  It
will in no way impair the Archdiocese's potential to settle claims
for a lower amount or pursue its right to trials by jury.  

                 Estimation Based on Settlements

Moreover, if the Archdiocese wants to settle with known claimants,
then it should settle with known claimants, Mr. Kennedy says.  If
a claimant does not wish to settle, then the claimant has a right
to jury trial.

Mr. Kennedy contends that historical settlement information is
irrelevant if estimation will be used to cap tort liability.  
Historical settlement data is irrelevant because:

   (1) the Archdiocese is not offering to settle claims;

   (2) settlements do not cause undue delay;

   (3) the claims to be estimated have not, in fact, been
       settled; and

   (4) use of historic settlement data to cap liability will
       violate due process.

For these reasons, the Tort Committee asks the Court to deny the
Archdiocese's request for estimation.  In the alternative, the
Tort Committee asks the Court to base the estimation for
distribution purposes on jury awards.

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


CATHOLIC CHURCH: Portland, Tort Panel Disagrees on Trial Schedules
------------------------------------------------------------------
At Judge Elizabeth L. Perris' direction, Margaret Hoffmann, Esq.,
at Schwabe, Williamson & Wyatt, PC, counsel for the Archdiocese of
Portland in Oregon, and Erin K. Olson, Esq., counsel for certain
tort claimants, met to work on a proposed trial schedule.  The
parties, however, could not come to an agreement.

Portland wants the U.S. Bankruptcy Court for the District of
Oregon to consider:

   (1) priority for cases involving an accused who is alive,
       elderly and in poor health.  The cases involved are:

       Plaintiff                     Defendant
       ---------                     ---------
       Rossman                       Fr. Chester

       Faherty                       Dolores Price, a former nun

       Searls, Boaz, Clemens,
       Farris, Slaney, Masso,
       Bauer, G. Windom and
       W. Windom                     Fr. Durand

       Hill                          Frs. Kies and John Doe

       Nancy Hannon                  Fr. Alvares and Jean Frolick

   (2) that the Archdiocese cannot be in two trials at the same
       time; and

   (3) consolidation of cases.

All cases, except for Hannon's case, were filed prepetition.

Ms. Hoffman says Hannon's case was filed in January 2006 and
several depositions have already been taken.  Ms. Hoffman explains
that the Archdiocese cannot proceed in simultaneous trials because
of its limited staff.  In addition, if the cases are not
consolidated, the trial court will need to stack cases.

The Tort Claimants, according to Ms. Olson, want the trial to
proceed in another way.  

"While we are sympathetic to the [Archdiocese's] desire to try
cases in which the accused is alive, the tort claimants also
include those who are elderly, ill [or] infirm, and there are
numerous witnesses we will call who are similarly fragile," Ms.
Olson says.  "While we would prefer with those cases first, we
recognize that fairness to other tort claimants requires a
different approach."

Ms. Olson provided the Court with a list of cases to be tried
beginning September 2006 through October 2008.  The Claimants'
proposed trial schedule is available for free at:

                http://researcharchives.com/t/s?b66

              Portland's Statement on Trial Schedule

The Archdiocese of Portland has resolved dozens of claims through
the bankruptcy process by way of settlement or by dismissal and
disallowance.  We are interested in bringing about reasonable
resolution, reconciliation, and healing in those cases that
involve valid claims.  In cases that cannot be resolved
reasonably, we are prepared to defend, including trials if
necessary.  This is part of the ongoing process to attempt to
achieve a fair, just and final resolution of this difficult
situation, so that the Archdiocese can focus entirely upon its
religious and charitable mission to serve the faithful and those
in need in western Oregon.

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


CE GENERATION: S&P Places Sr. Secured Notes' BB- Rating on Watch
----------------------------------------------------------------
Standard & Poor's placed its 'BB-' rating on CE Generation LLC's
senior secured notes ($355.4 million outstanding as of March 31,
2006) and its 'BB+' rating on Salton Sea Funding Corp.'s senior
secured bonds series C, E, and F ($269.7 million outstanding as of
March 31, 2006) on CreditWatch with positive implications.

Both ratings were placed on positive outlook on July 26, 2005,
primarily reflecting the strong short-run avoided cost price
trends in California.  The ratings are now placed on CreditWatch
with positive implications following the amendments to the power
purchase agreements that the projects in Salton Sea's geothermal
portfolio have entered into with Southern California Edison.

The amendments, subject to the approval of the California Public
Utilities Commission, will result in an increase in the SRAC
price, the energy price under the power purchase agreements, to
6.15 cents per kilowatt-hour from May 1, 2007, to April 30, 2012,
escalated 1% annually.

"This settlement strengthens cash flows at Salton Sea and provides
Salton Sea with more certainty, improved coverages, and may permit
a higher rating," Standard & Poor's credit analyst Swami
Venkataraman said.  "The settlement also strengthens cash flows at
CE Generation since distributions from Salton Sea are subject to a
1.5x debt service coverage test."

Salton Sea consists of a portfolio of 10 geothermal power projects
in Southern California totaling 327 MW.

CE Generation, which is owned 50% by MidAmerican Energy Holdings
Co. and 50% by TransAlta Corp., is the holding company for MEHC's
interests in its U.S. qualifying facilities.


CG MULTIFAMILY: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CG Multifamily-New Orleans, L.P.
        c/o Greystar MF-New Orleans, L.L.C.
        11 State Street
        Charleston, South Carolina 29401

Bankruptcy Case No.: 06-10533

Chapter 11 Petition Date: June 12, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: John M. Landis, Esq.
                  Michael Q. Walshe, Jr., Esq.
                  Stone Pigman Walther Wittman, LLC
                  546 Carondelet Street
                  New Orleans, Lousiana 70130
                  Tel: (504) 581-3200
                  Fax: (504) 596-0819

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rimkus Consulting Group, Inc.    Consulting Services   $215,958
P.O. Box 4437
Houston, TX 77210

Winstead Sechrest & Minick PC    Trade Debt            $205,477
1201 Elm Street
Dallas, TX 75270

Entergy                          Utilities              $77,424
P.O. Box 61966
New Orleans, LA 70167

Haynes and Boone, LLP            Legal Services         $68,977

Stealth Private Security, Inc.   Trade Debt             $51,800

Sewerage & Water Board of        Utilities              $45,957
New Orleans

Huron Consulting Services LLC    Forensic Accounting    $44,133
                                 Services

Rotolo Consultants, Inc.         Trade Debt             $27,333

Sher Garner Cahill Richter       Legal Services         $18,581

Open Door Solutions, LLP         Trade Debt              $9,588

Associated Time and              Trade Debt              $9,150
Parking Control

Waste Management                 Trade Debt              $8,672

Hughes Supply                    Trade Debt              $8,072

Accent Furniture Rentals, Inc.   Trade Debt              $5,001

Home Depot Credit Services       Trade Debt              $3,813

Simplex Grinell LP               Trade Debt              $3,130

Vinson & Elkins                  Legal Services          $2,452

BellSouth                        Utilities               $2,325

Terminix                         Trade Debt              $1,970

IKON Financial Services          Trade Debt              $1,965


CIRTRAN CORP: Buys Advanced Beauty Assets for $2.3 Million
----------------------------------------------------------
CirTran Corporation closed and received court approval of a
transaction with Advanced Beauty Solutions, LLC of Los Angeles, to
purchase certain of Advanced Beauty's assets for a total of
$2,310,000.

Iehab J. Hawatmeh, CirTran's founder and President, said an
agreement was signed last week for CirTran to purchase virtually
all of Advanced Beauty's assets, including flat iron and hair
dryer kits marketed and sold via TV infomercials.  Mr. Hawatmeh
said that on June 7, the U.S. Bankruptcy Court adjudicating the
bankruptcy proceedings of Advanced Beauty entered an order which
approved the asset purchase, including the sale to CirTran of
Advanced Beauty's product inventory, intellectual property,
customer lists, a 30-minute infomercial, and trade secrets.

In exchange for the assets it acquired, CirTran will pay Advanced
Beauty $1,125,000 in cash at closing, and will reduce its approved
claim in the bankruptcy against ABS by $750,000.  In addition,
CirTran will pay the balance of the $2.3 million -- $435,000 in
all -- to ABS as a guaranteed royalty over two years, based on
royalty of $3 per True Ceramic Pro flat iron sold by CirTran.

               CirTran - Advanced Beauty Agreement

In January 2005, CirTran signed an exclusive manufacturing
agreement with Advanced Beauty, a California limited liability
company, relating to the manufacture of a flat iron hair product,
and in July 2005, CirTran signed another exclusive manufacturing
agreement with Advanced Beauty relating to the manufacture of a
hair dryer kit.  In early October 2005, CirTran was notified that
Advanced Beauty had defaulted on obligations to its financing
company, and, following the notice of ABS's default, CirTran
terminated both agreements.  In January 2006, following efforts to
resolve the situation, CirTran sued Advanced Beauty, claiming
breach of contract, interference with contractual relationships,
unjust enrichment, and fraud, seeking damages from Advanced
Beauty.

Through October 2005, CirTran had shipped approximately $4,746,000
worth of flat iron product to Advanced Beauty, for which it had
received total payments of approximately $788,000.  In November
2005, CirTran repossessed approximately $2,341,000 worth of the
products from Advanced Beauty in the U.S., as it was permitted to
do pursuant to the agreement.  Since November -- and until
Advanced Beauty filed for bankruptcy protection -- Mr. Hawatmeh
said his company was pursuing its rights under the agreements,
including offering flat iron product for sale directly to Advanced
Beauty's customers.  In so doing, CirTran sold approximately
$426,000 of product directly to Advanced Beauty's international
customers, with all shipments paid in full.  In January 2006,
Advanced Beauty filed a voluntary petition for protection under
Chapter 11 of the U.S. Bankruptcy Code.  The orders entered by the
Bankruptcy Court included approval of the sale of Advanced
Beauty's assets to CirTran as well as resolutions and settlements
of other aspects of the Advanced Beauty Solutions Bankruptcy.

              Entering the Beauty Products Business

"Advanced Beauty had been one of CirTran's largest customers, and
the failure of its business was a major cause of our not showing
an anticipated profit for the final quarter of fiscal 2005 or for
the fiscal year," Mr. Hawatmeh said.  "With this interruption in
our business and business plan now history, CirTran is moving
forward to market and sell products originally built for Advanced
Beauty through other sources, including our own sales
organization, which hopefully will lead to manufacturing more of
this traditionally-popular consumer line."

Mr. Hawatmeh said the acquisition of assets from Advanced Beauty
marked CirTran entrance into the multi-billion dollar worldwide
beauty products industry, where Advanced Beauty, prior to its
failure, had generated a total of more than $30 million in revenue
over the past five quarters.

"CirTran has the product, the ability to design and manufacture
new product as needed, the customer lists and contacts, the
infomercials, and now with our media and talent groups, the
wherewithal to move the product directly to consumers," he said.
"We believe that what started as adversity with the failure of ABS
as a customer will result in a new and exciting profit center and
opportunity for our company and its shareholders."

                 About Advanced Beauty Solutions

Advanced Beauty Solutions, LLC, filed for chapter 11 protection on
January 24, 2006 (Bankr. C.D. Calif. Case No. 06-10076).  James C.
Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, represents
the Debtor. When the Debtor filed for protection against its
creditors, it estimated assets and debts between $1 million and
$10 million.

                    About CirTran Corporation

CirTran Corp. (OTCBB:CIRT) -- http://www.CirTran.com/-- is a  
premier international full-service contract manufacturer of low to
mid-size volume contracts for printed circuit board assemblies,
cables and harnesses to the most exacting specifications.
Headquartered in Salt Lake City, CirTran's modern 40,000-square-
foot non-captive manufacturing facility -- the largest in the
Intermountain Region - provides "just-in-time" inventory
management techniques designed to minimize an OEM's investment in
component inventories, personnel and related facilities, while
reducing costs and ensuring speedy time-to-market.

                          *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 2, 2006,
Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about CirTran Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditor pointed to the Company's losses, negative working
capital, and accumulated deficit.

The Company reported a $277,998 net loss on $1,737,824 of net
sales for the three months ended March 31, 2006.  The Company had
working capital of $300,528 as of March 31, 2006, and $1,142,874
as of Dec. 31, 2005.  Accumulated deficit has increased to
19,605,311 at March 31, 2006, compared to $19,327,310 at Dec. 31,
2005.


COLLINS & AIKMAN: Plan-Filing Deadline Moved to July 29
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
further extends Collins & Aikman Corporation and its debtor-
affiliates' exclusive period to file a plan or reorganization to
July 29, 2006.  The Debtors' exclusive period to solicit
acceptances of a Plan is also extended to Sept. 27, 2006.

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

Mr. Schrock explained that although the Debtors continue to target
confirming a plan of reorganization by the end of the year,
completion of critical tasks requires time, which warranted a
further extension of the exclusivity periods.

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

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

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

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

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

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

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

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

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

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

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

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

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Resolves to Wind Down Fabrics Business
--------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates will be
winding-down their fabrics business to reduce costs and increase
the profitability and efficiency of their remaining operations.  

The Debtors have determined that they would not be able to sell
the Fabrics Business as a going concern and that the continued
operation of the Fabrics Business was not financially viable.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Eastern District of Michigan to approve:

   (a) the wind-down of the Fabrics Business and other related
       actions;

   (b) benefits to employees who are affected by the wind-down of
       the Fabrics Business;

   (c) expedited procedures for rejecting and assuming and
       assigning executory contracts and unexpired leases; and

   (d) modification to the Court-approved authority under the de
       minimis asset sale procedures to increase the overall cap
       from $30,000,000 to $50,000,000 for sales of de minimis
       assets with a selling price equal to or less than
       $1,000,000.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Debtors and their investment banker,
Lazard Freres & Co. LLC, marketed the Fabrics Business in 2005.  
However, parties that had initially expressed interest in
acquiring the business backed down.  A primary concern with those
parties was the negative cash flow projections for the Fabrics
Business, Mr. Carmel explains.

The Fabrics Business had sales of $215,000,000 in 2005 with
negative earnings of $2,500,000 before interest, taxes,
depreciation and amortization.  Due to a number of factors, the
Fabrics Business was unable to quote and win new business.  Thus,
sales for the business were projected to further decline to
$150,000,000 in 2006.  Furthermore, the Fabrics Business was
projected to incur additional losses over the next three years of
$30,000,000.

The automotive fabrics industry has also become highly price-
sensitive and has shifted to less expensive technologies, Mr.
Carmel says.  The Fabrics Business' infrastructure is focused on
woven technology, which is by nature more expensive than flat
knit technology.  Moreover, Mr. Carmel adds that the Fabrics
Business has faced rising material costs, increased energy costs
and higher employee-related costs.

                        Employee Benefits

The Debtors, the agents for their senior, secured prepetition
lenders, and the Official Committee of Unsecured Creditors
recognize that some assistance for the Fabrics Business employees
will be necessary to facilitate an orderly wind-down.

Following extensive discussions, the Debtors agree to provide
these benefits to employees:

   (a) Salaried employees will receive:

         (i) severance benefits of 25% of base salary for
             employees in Tier A, 15% of base salary for
             employees in Tier B, and 10% of base salary for
             employees in Tier C; and

        (ii) continued medical benefits for 12 weeks;

   (b) Hourly employees will receive:

         (i) severance benefits of two weeks of base salary;

        (ii) retention benefits of one week of base salary; and

       (iii) continued medical benefits for 12 weeks; and

Employees will also receive discretionary payments totaling:

   -- $300,000 if the net proceeds from the liquidation of the
      Fabrics Business are at least $17,500,000;

   -- $500,000 if the net proceeds from the liquidation of the
      Fabrics Business are at least $20,000,000; and

   -- $750,000 if the net proceeds from the liquidation of the
      Fabrics Business are at least $22,500,000.

The payments would be determined by the executive vice president
of the Debtors' Carpet and Acoustics business unit and approved
by the Board of Directors.

To remain consistent with the Key Employee Retention Plan, the
Debtors also seek the Court's authority to modify the Fabric
Business employees' benefits so that, if they are terminated
without cause after the wind-down, their unpaid benefits will be
paid on the earlier of (a) the current schedule in the KERP and
(b) the date the participant is terminated without cause.

Furthermore, the Debtors want the KERP participants to be allowed
to receive 12 weeks of continued medical if they are terminated
without cause following the wind-down of the Fabrics Business and
eligible for certain discretionary amounts.

                    Lease Rejection Procedures

During the wind-down, the Debtors will need to reject certain
contracts to minimize administrative claims.  Moreover, the
Debtors will need to assume and assign certain contracts to
ensure a seamless transition of business for the benefit of the
Debtors and their customers.  Mr. Carmel asserts that absent
expedited procedures for managing this process, the Debtors may
suffer delays and incur costs.

Accordingly, the Debtors ask the Court to approve these
procedures for rejecting Contracts associated with the Fabrics
Business:

   (a) The Debtors will file a rejection notice, which will set
       forth: (i) the Contracts to be rejected; (ii) the name
       and address of the counterparties to the Contracts;
       (iii) the effective date of the rejection for the
       Contracts, which date will be the date of the Rejection
       Notice or later; and (iv) the deadlines and procedures for
       filing objections to the Rejection Notice.

   (b) The Debtors will serve the Rejection Notice by an
       overnight delivery service on: (i) the Contract
       counterparties affected by the Rejection Notice; (ii)
       counsel to the Committee; (iii) counsel to the agent for
       the prepetition secured lenders; (iv) counsel to the agent
       for the postpetition secured lenders; and (v) the Office
       of the United States Trustee.

   (c) Parties objecting to the proposed rejection must file and
       serve a written objection within 10 days after the
       Rejection Notice was served.

   (d) If an objection to the rejection is not timely filed, the
       Debtors will file a certificate of no objection with a
       proposed order rejecting the Contracts with the
       effective date of rejection to be as set forth in the
       Rejection Notice or other date agreed by the parties.

   (e) If an objection to the rejection is timely filed and not
       withdrawn or resolved, the Debtors will file a notice for
       a hearing to consider the objection for the Contracts.  

The Debtors also seek approval of these procedures for assuming
and assigning Contracts associated with the Fabrics Business:

   (a) The Debtors will file a notice to assume and assign a
       Contract, which will set forth: (i) the Contract to be
       assumed and assigned; (ii) the name and address of the
       counterparties to the Contract; (iii) the effective
       date of the assumption and assignment for the Contract;
       (iv) the proposed amount to cure defaults under the
       Contract; (v) the name of the party to which the Contract
       is being assigned and other relevant information for the
       counterparty to the Contract; and (vi) the deadlines and
       procedures for filing objections to the Assume/Assign
       Notice.

   (b) The Debtors will serve the Assume/Assign Notice by an
       overnight delivery service on: (i) the Contract
       counterparties affected by the Assume/Assign Notice; (ii)
       counsel to the Committee; (iii) counsel to the agent for
       the prepetition secured lenders; (iv) counsel to the agent
       for the postpetition secured lenders; and (v) the Office
       of the United States Trustee.

   (c) Parties objecting to the proposed assumption and
       assignment or the proposed amount to be paid to cure
       defaults must file and serve a written objection no later
       than 10 days after the date the Debtors serve the
       Assume/Assign Notice.

   (d) If an objection is not timely filed, the Debtors will file
       a certificate of no objection with a proposed order
       assuming and assigning the Contract, and the Debtors
       will pay the cure amounts.

   (e) If an objection is timely filed and is not withdrawn or
       resolved, the Debtors will file a notice for a hearing to
       consider the objection for the Contract.

                      De Minimis Assets Sales

In connection with the wind-down of the Fabrics Business, the
Debtors anticipate selling certain de minimis assets.  The
Debtors also anticipate that the volume of those sales may lead
them to exceed the overall cap of $30,000,000.  Accordingly, as
the Debtors did not request authority to encompass the wind-down
of the Fabrics Business at the time the Debtors sought approval
of the De Minimis Sale Procedures, the Debtors ask the Court to
increase the overall cap to $50,000,000.

                    DIP Credit Agreement Issues

Certain aspects of the wind-down may require the Debtors to seek
additional Court authority, including for the sale of equipment
or operations within the Fabrics Business.  The Debtors also
expect that certain aspects of the wind-down may require the
Debtors to seek an amendment to or consent under the Amended and
Restated Revolving Credit, Term Loan and Guaranty Agreement,
dated as of July 28, 2005, with JPMorgan Chase Bank, N.A., as
administrative agent for the DIP Lenders.

As an interim step, to avoid any dispute with the DIP lenders,
the Debtors and JPMorgan agree that:

   (a) net proceeds arising from the wind-down of the Fabrics
       Business are to be applied in accordance with the DIP
       Credit Agreement.  The Debtors will prepare a calculation
       of the net proceeds of the wind-down on a cumulative basis
       for the period subsequent to May 1, 2006, and deposit
       into or withdraw from a segregated account maintained at
       JPMorgan, amounts necessary to make it equal to the
       cumulative net proceeds.

   (b) after substantial completion of the wind-down of the
       Fabrics Business, but not later than August 31, 2006, the
       Debtors will permanently repay the loans under the DIP
       Credit Agreement to the extent the balance in the
       Segregated Account exceeds (i) $10,000,000 for the period
       August 31, 2006, through September 29, 2006, (ii) $5
       million for the period September 30, 2006, through
       December 31, 2006, and (iii) $0 thereafter.

   (c) the parties will negotiate in good faith the terms of any
       amendment, waiver or consent to and under the DIP Credit
       Agreement that may be necessary.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants to Reject Forklift Leases with Toyota
-------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
permission to reject certain Forklift Leases with Toyota Motor
Credit Corporation as of the earlier of:

  (a) August 31, 2006;

  (b) the date a plan of reorganization is confirmed; and

  (c) the date the Debtors return the Equipment to Toyota.

The Debtors are parties to a master lease agreement with Toyota
Motor Credit Corporation for the lease of forklift trucks.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that over the past several months, the
Debtors have been evaluating their forklift truck fleets at each
of their facilities to determine their future needs.  

The Debtors have also been working diligently to review all of
their alternatives to secure the most cost-effective sources of
the type of equipment under the Forklift Leases.  The Debtors are
in the process of negotiating terms with various alternative
sources to supply replacement fleets.

The Debtors anticipate that they will finalize negotiations with
alternative sources soon.  Mr. Schrock relates that the terms
offered by the alternative sources are more favorable than the
terms of the Forklift Leases.  It will then take 12 to 14 weeks
thereafter for the replacement fleets to be delivered to the
Debtors' facilities.  Upon delivery of the replacement fleets, the
Debtors will no longer require the equipment under the Forklift
Leases.

Mr. Schrock asserts that rejecting the Forklift Leases will
provide the Debtors with cost savings, as they will no longer make
payments on personal property not useful in the operation of their
businesses.

The Debtors are current on all postpetition amounts due under the
Forklift Leases and continue to maintain full coverage insurance
for the equipment.

A list of the 137 Forklift Leases is available for free
at http://researcharchives.com/t/s?b5f

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CONGOLEUM CORP: Compliance Plan Prompts Amex to Continue Listing
----------------------------------------------------------------
The shares of Congoleum Corporation will continue to trade on the
American Stock Exchange based upon a plan the company submitted to
the Amex.

"As we explained to the Amex, we would have been in compliance
with the listing requirements were it not for the special charges
in connection with our asbestos-related reorganization," Roger S.
Marcus, Chairman of the Board, commented.  "We are working
diligently toward obtaining confirmation of our plan of
reorganization and ending the extraordinary costs associated with
that process, which we hope to conclude late this year or early in
2007.  We appreciate the willingness of the Amex to continue our
listing as we seek to accomplish this goal."

The Amex determined that Congoleum has "made a reasonable
demonstration of its ability to regain compliance with the
continued listing standards" of the Amex and will continue to list
Congoleum's Class A common stock pursuant to an extension.  The
continued listing is subject to Congoleum complying with the
progress described in its plan to achieve compliance, which was
submitted to the Amex.  Compliance with the continued listing
requirements must be attained no later than Oct. 13, 2007.  

the Amex had notified Congoleum that it was not in compliance with
Section 1003(a)

   (i) of the Amex Company Guide, with stockholders' equity of
       less than $2,000,000 and losses from continuing operations
       and/or net losses in two of its three most recent fiscal
       years; and Section 1003(a)

  (ii) of the Amex Company Guide, with stockholders' equity of
       less than $4,000,000 and losses from continuing operations
       and/or net losses in three of its four most recent fiscal
       years.

On Dec. 31, 2003, Congoleum Corporation filed a voluntary petition
with the United States Bankruptcy Court for the District of New
Jersey (Case No. 03-51524) seeking relief under Chapter 11 of the
U.S. Bankruptcy Code as a means to resolve claims asserted against
it related to the use of asbestos in its products decades ago.

                  About Congoleum Corporation

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

At March 31, 2006, Congoleum Corporation's balance sheet showed a
$44,694,000 stockholders' deficit compared to a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CRUISECAM INT'L: David Hall Raises Going Concern Doubt
------------------------------------------------------
David S. Hall, P.C., in Dallas, Texas, raised substantial doubt
about Cruisecam International Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Sept. 30, 2005.  The auditor pointed
to the Company's lack of financial resources and liquidity.

The Company reported a $1,330,395 net loss on $259,794 of sales
for the year ended Sept. 30, 2005.

At Sept. 30, 2005, the Company's balance sheet showed $15,830,964
in total assets, $5,298,270 in total liabilities, and $7,627,626
of stockholders' equity.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $721,759 in total current assets available to pay
$2,905,068 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?b58

                         About Cruisecam

Headquartered in Troy, Michigan, CruiseCam International, Inc., is
a holding company of small and medium size companies.  GRP, Inc.,
an affiliate, manufactures and sells a complete line of mobile
integrated video technology for law enforcement, original
equipment manufacturers, motor sports and aftermarket
applications.  The company's patent portfolio encompasses cameras
on the automotive seat that the company developed with Lear Corp.
and Ford Motor Company.


DANA CORPORATION: Court Approves Toledo Press Settlement Pact
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Dana Corporation and its debtor-affiliates' request to
enter into and perform under a settlement agreement with Toledo
Press Company.

The Settlement Agreement resolves certain disputes between the
parties relating to shipping charges incurred in connection with
the delivery of certain equipment sold by Toledo Press to the
Debtors.  Specifically, it provides that:

   (1) The Debtors will pay $200,000 to Toledo Press in respect
       of the Shipping Charge dispute;

   (2) The Payment will be non-disgorgeable even if it is later
       determined that Toledo Press did not have a valid security
       interest, securing the amount of the shipping charges, or
       that any security interest was subject to avoidance under
       Sections 544 through 550 of the Bankruptcy Code; and

   (3) The Debtors and Toledo Press will release one another from
       any claims or causes of action relating only to the
       Shipping Charge dispute.  The parties retain their claims
       and causes of action unrelated to the Shipping Charge
       dispute.

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. 111;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORPORATION: Tonie Smith Wants Stay Lifted to Pursue Damages
-----------------------------------------------------------------
Daniel M. Czamanske, Jr., Esq., at Chapman, Lewis & Swan, in
Clarksdale, Mississippi, asserts that Tonie Smith has a cause of
action against Dana Corporation and its debtor-affiliates, for an
accident that occurred on Feb. 14, 2001, which resulted in
injuries, damages and death to Garry Smith, Ms. Smith's spouse.  
Ms. Smith filed a lawsuit against the Debtors in the United States
District Court for the Northern District of Mississippi, Oxford
Division.

The Mississippi Action has been stayed pursuant to the Debtors'
bankruptcy filing.

Accordingly, Ms. Smith asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
her to litigate her claims in the Mississippi Action.

Ms. Smith agrees to limit any recovery upon any claim arising out
of her damages to the proceeds of any applicable policy of
insurance; and agrees that any judgment, which might be entered
pursuant to the litigation, would be limited to the proceeds of
that policy and would not be a claim against the Debtors' other
assets.

Mr. Czamanske assures the Court that granting Ms. Smith's request
would not create any liability upon the Debtors nor would it
interfere with the administration of the Debtors or their
reorganization.

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. 111;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORPORATION: Wants To Enter Into Spicer Share Purchase Pact
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York  
to:

   (a) enter into and perform a Master Share Purchase Agreement
       dated May 30, 2006, by and among the Debtors, Desc
       Automotriz, S.A. de C.V., Inmobilaria Unik, S.A. de C.V.,
       Spicer, S.A. de C.V., and Dana Holdings Mexico, S. de R.L.
       de C.V., relating to dissolution of the Spicer Joint
       Venture; and

   (b) assume the Trademark License Agreement between Dana and
       Transmisiones TSP, S.A. de C.V., as amended, regarding the
       license of the 'Spicer" trademark.

A full-text copy of the Master Share Purchase Agreement is
available for free at http://researcharchives.com/t/s?b4d

Spicer is a holding company, which, through its subsidiaries, is
engaged in the manufacture and sale of automotive parts in
Mexico.  The Debtors have full title to 5,329,801,806 Spicer
shares, which represents 48.803% of the issued and total
outstanding shares of Spicer.

The Debtors and Desc Automotriz are parties to the Spicer, S.A.
de C.V. Shareholders Agreement, as amended, dated as of May 19,
2000, which:

   -- prohibits the Debtors from manufacturing or selling
      products in Mexico directly competitive with those of
      Spicer; and

   -- provides that Desc Automotriz will be a preferred partner
      through Spicer should the Debtors expand their production
      in Mexico.

According to Corinne Ball, Esq., at Jones Day, in New York, the
Debtors and Desc Automotriz have agreed on a series of
transactions to unwind the Spicer JV which are memorialized in
the Share Purchase Agreement and other related agreements.

Upon completion of the transactions:

   (a) the Dana Companies will have acquire sole ownership of the
       Spicer Entities involved in the manufacture of axles,
       driveshafts and gears and the casting and forging
       businesses, along with some companies that support those
       operations -- the Dana Targets -- which include:

          * Ejes Tractivos, S.A. de C.V. -- Etrac,
          * Engranes C>nicos, S.A. de C.V. -- ENCO,
          * Cardanes, S.A. de C.V.,
          * Autometales, S.A. de C.V. -- AMSA,
          * Forjas Spicer, S.A. de C.V.,
          * Direcspicer, S.A. de C.V.,
          * Spicer Servicios, S.A., and
          * Corporaci>n Inmobiliaria; and

   (b) Desc Automotriz and Spicer will have acquire sole
       ownership of the remaining JV Subsidiaries.

The Share Purchase Agreement provides for the Debtors'
divestiture of the Dana JV Shares and the acquisition of the
shares of the Dana Targets:

   1. The Debtors will contribute $19,500,000, to ENCO and
      Cardanes in return for hybrid securities, which will be
      treated as equity under U.S. law and debt under Mexican
      law;

   2. The debt owed by AMSA to Spicer will be capitalized by each
      of Desc Automotriz and Inmobiliaria Unik, contributing cash
      to AMSA in an amount equal to their percentage ownership in
      AMSA times the value of AMSA's debt, with the remaining
      portion of AMSA's indebtedness to Spicer being converted
      into additional equity held by Spicer in AMSA;

   3. All intercompany debt owed by the Dana Targets to Spicer
      will be assigned to Corporacion Inmobiliaria in return for
      Corporacion Inmobiliaria's issuance of additional shares of
      its stock to Spicer in satisfaction of all of the debt;

   4. After satisfaction of certain obligations, the Debtors and
      Desc Automotriz will split the cash held in Spicer and all
      of its subsidiaries based on their ownership interests in
      Spicer, with the resulting cash distribution to the Dana
      Targets being used to fund their ongoing operations;

   5. Desc Automotriz will buy the Debtors' shares in Spicer for
      $166,010,000, to be paid in the form of a promissory note;

   6. ENCO and Cardanes will dividend the funds they received
      under the Hybrid Loans to Spicer and Inmobiliaria Unik;

   7. The Debtors will transfer the Desc Automotriz Promissory
      Note to Dana Holdings Mexico SRL de C.V., which is a
      wholly owned non-debtor Mexican subsidiary, to facilitate
      the contemplated transactions; and

   8. Dana Mexico will buy the Dana Targets from Spicer by
      transferring the Desc Automotriz Promissory Note to
      Spicer.

After the Spicer Transaction is consummated, the Debtors will
have swapped around 49% of their interest in Spicer, plus
$19,500,000, for 100% ownership of the Dana Targets.

A diagram of the Spicer Transaction is available for free at:

               http://researcharchives.com/t/s?b4e

Pursuant to the Share Purchase Agreement, the parties will adjust
the purchase prices of the Dana JV Shares and the shares of the
Dana Targets at Closing to take into account levels of working
capital and cash in Spicer and its subsidiaries as of June 30,
2006, with an adjustment for any prepetition payables paid after
June 30, 2006.

In the event that the actual working capital amounts for either
the Desc Targets or the Dana Targets diverge by 15% or more from
the average of the projected working capital amounts of the Desc
Targets and the Dana Targets, Desc Automotriz or Dana Mexico will
pay an adjustment to the purchase prices in the amount by which
the divergence exceeds 15%.

The parties have also agreed to estimate the level of cash as of
June 30, 2006, in Spicer and its subsidiaries and to debit and
credit from their own portions of that cash, which is based on
the ownership percentages in Spicer and the JV Subsidiaries, the
amounts required to satisfy the obligations of certain parties.

The Share Purchase Agreement contemplates that the Debtors will
reimburse Spicer for certain expenditures totaling $7,000,000,
made on the Debtors' behalf to prepare and execute certain
projects to be pursued by the Dana Targets post-Closing.

The Debtors will reimburse Spicer for any amounts required to
terminate certain leases with GE relating to automobiles used by
employees of the Dana Targets.

To optimize the production capacity of the Dana Targets, the
Debtors plan to move a variety of production equipment from
certain of their U.S. facilities to facilities that will be owned
by the Dana Targets after the Spicer Transaction closes,
including:

   1. the moving assembly equipment from Fort Wayne, Indiana, and
      Buena Vista, Virginia, to a facility owned by Etrac in
      Mexico City;

   2. the moving axle related equipment from Cape Girardeau,
      Missouri, and Fort Wayne, Indiana, to the Etrac Facility;

   3. the moving plant steering machinery and assembly operations
      from Lima, Ohio, to a plant owned by Cardanes in Quer,taro,
      Mexico;

   4. the moving plant driveshaft machining from Bristol,
      Virginia, to the Cardanes Facility; and

   5. the moving plant driveshaft machining from Pottstown,
      Virginia, to the Cardanes Facility.

                      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. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: Court Approves License Pact with Denso Corporation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to enter
into a license agreement with Denso Corporation.  The agreement
settles a patent infringement lawsuit between Denso and Delphi
Automotive Systems LLC.

As reported in the Troubled Company Reporter on May 24, 2006,
Denso filed a patent infringement complaint against Delphi and DAS
LLC in the United States District Court for the District of
Delaware.  Denso accused Delphi of infringing several of Denso's
patents relating to gasoline management system.

Delphi and Denso subsequently negotiated the terms of a License
agreement to resolve the dispute.

Under the License Agreement, Delphi obtains a license under 21
Denso Gasoline EMS U.S. patents as well as an option to designate  
two additional existing Denso Gasoline EMS patents for inclusion  
under the License Agreement, for Delphi's use in its future  
pursuit of business.  Denso obtains a license for up to seven  
existing Delphi Gasoline EMS patents.  In addition, Delphi will  
pay Denso a settlement amount, the specific amount of which was  
not publicly disclosed.

Troy, Mich.-based, Delphi Corporation -- http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the
road worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Inks Transfer Pact for New Brunswick Plant
-------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
a Transfer Agreement with Johnson Controls, Inc.

As part of its efforts to dispose of non-core assets, the Debtors
sold its lead acid battery business to Johnson Controls, Inc., for
$202,500,000, with post-closing adjustments of at least
$12,500,000.  However, Delphi was not able to transfer a battery
manufacturing facility in New Brunswick, New Jersey, because of
certain provisions in their agreements with the International
Union, IUE-CWA and IUE-CWA Local 416.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, explains that a "no-sale" clause
in the union agreements restricts the Debtors' ability to sell
manufacturing sites, including the New Brunswick Facility, without
the IUE-CWA's consent.  Thus, Delphi retained ownership of the New
Brunswick Facility following the sale.

Delphi agreed to keep operating their facilities in Fitzgerald,
Georgia, and New Brunswick to sell batteries exclusively to
Johnson Controls under a Component Supply Agreement.  The Debtors
produce 3,000,000 batteries per year at the Fitzgerald Facility
and 1,800,000 batteries per year at the New Brunswick Facility.

Recently, the Debtors decided to explore a consensual transfer of
the New Brunswick Facility to Johnson Controls.  The Debtors want
to:

   -- eliminate operating losses associated with the continued
      operation of the New Brunswick and the Fitzgerald
      facilities;

   -- minimize administrative liabilities associated with the  
      transfer of the New Brunswick Facility;

   -- provide a "soft landing" for affected employees; and

   -- complete the smooth transition of the battery business to
      Johnson Controls.

In this regard, the Debtors and Johnson Control have entered into
a Transfer Agreement to effectuate the sale of the New Brunswick
Facility in exchange for Johnson Control's payment of $1 plus the
value of certain inventory estimated at $1,700,000.

The Transfer Agreement also provides for the continued supply of
batteries to Johnson Controls from the Fitzgerald Facility, the
implementation of an attrition plan between Delphi and the IUE-
CWA with respect to the New Brunswick Facility, and the IUE-CWA's
waiver of the No-Sale Clause and contractual neutrality
obligations with respect to the New Brunswick Facility.

Mr. Butler relates that 100 hourly employees of Delphi would be
transferred to Johnson Controls pursuant to the Attrition Plan.  
Johnson Control has agreed to pay the Debtors $12,500,000 at the
sale closing to reimburse them for a significant portion of the
amounts to be spent under the Attrition Plan.  The Debtors
estimate that implementing the Attrition Plan will cost
$18,000,000 to $22,800,000.

The sale completion would take place on the later of August 1,
2006, or 10 days after Court approval of the Transfer Agreement.

Furthermore, pursuant to the Transfer Agreement, the Debtors will
honor certain employee and environmental indemnification
obligations, subject generally to a $100,000 deductible and a
$20,000,000 cap.

Mr. Butler asserts that, through the Transfer Agreement, the
Debtors can sell their money-losing New Brunswick Facility to a
buyer that has already purchased the Debtors' worldwide battery
business and is in a unique position to acquire that facility.  
The Debtors would also be able to transition production from the
Fitzgerald Facility, another money-losing battery operation for
the Debtors, in an orderly manner that is consistent with the UAW
Special Attrition Program while meeting Johnson Controls'
production requirements.

Troy, Mich.-based, Delphi Corporation -- http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the
road worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Judge Drain Adjourns CBA Rejection Hearing
-------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York adjourned the hearing on Delphi
Corporation and its debtor-affiliates' request to reject its labor
contracts pursuant to Section 1113 and 1114 of the Bankruptcy
Code.

The hearing was postponed at the request of Delphi's lead counsel
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, who told the Court that it would
be in the parties' best interest not to go forward with the
hearing to give them an opportunity to continue discussions.

Parties are said to be moving closer to a deal that would mirror
an "accelerated attrition" program now under way at General Motors
Corp., The Detroit News reports, citing people familiar with the
negotiations.

Delphi is allegedly preparing to offer lump-sum buyouts of up to
$140,000 to workers with less time on the job, Detroit News says.  
Delphi is already offering buy-outs to workers with at least 27
years in the company.

Troy, Mich.-based, Delphi Corporation -- http://www.delphi.com/   
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the
road worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA FUNDING: Moody's Lowers Rating on Class B-1F Certs. to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the class B-1F certificates
issued from Delta Funding Home Equity Loan Trust 1997-3.  The
transaction is primarily backed by first lien adjustable and fixed
rate subprime mortgage loans.

The B1-F certificates are being downgraded based upon low credit
enhancement levels relative to the current projected losses on the
underlying pool.

Complete rating actions:

Issuer: Delta Funding Home Equity Loan Trust 1997-3

   * Class B-1F, downgraded to B3, previously Ba3.


DRESSER RAND: Moody's Lifts Rating on Sr. Bank Debt to Ba3 from B1  
------------------------------------------------------------------
Moody's Investors Service upgraded Dresser-Rand Group, Inc.'s
ratings, including its corporate family rating from B1 to Ba3, its
senior secured bank debt from B1 to Ba3, and its senior
subordinate notes from B3 to B2, with a stable ratings outlook.

DRC is a long-standing leading manufacturing and fabrication firm
providing primarily large-scale rotating process equipment and
after-market services to the worldwide oil and natural gas
production, crude oil refining, petrochemicals, and other process
industries.  The company operates globally with manufacturing
facilities in the United States, France, Germany, Norway, India
and Brazil.

Retention of the stable outlook, if not the ratings, likely
requires DRC to sustain its aggressive debt reduction pattern
through 2006 in order to prepare for inevitably softening sector
conditions.  While oil prices remain historically strong through
2006, U.S. natural gas price realizations at the wellhead appear
close to impairing the unit economics of some of the important new
natural gas production play concepts in the U.S. which could
eventually impede the pace at which new surface production
infrastructure is installed.  Additionally, regarding DRC's
comparatively weaker equity market performance relative to its
peers, the new ratings also would not support equity buybacks this
year.

The upgrade to Ba3 reflects very substantial debt and leverage
reduction since DRC's $1.2 billion acquisition from Ingersoll-Rand
by First Reserve Energy in 2004, a current record order backlog
for compression and other equipment, still favorable booking
trends, rising demand for aftermarket services, and overall
improvement in DRC's credit metrics during strong up-cycle sector
conditions.

The ratings are supported by a degree of cyclical dampening
provided by the after-market parts and services, DRC's long-
standing client alliances, and the mission critical nature of its
products and services.  The ratings also reflect other conditions
supportive of the demand for DRC's products and services.  These
include supportive oil prices at least through 2006, rising
compression and other equipment orders for the downstream refining
segment of the industry that should be less sensitive to oil and
gas prices, and new product lines responding to the secular demand
for quieter, environmentally sensitive, more energy efficient
equipment.

The ratings are restrained by comparatively low EBIT margins
arising largely from DRC's product mix, the firm's modest size and
comparatively narrow product line, low EBIT returns on assets and
capital, and still fairly full leverage on EBITDA in spite of
extended very strong up-cycle conditions.

Moody's estimates approximately $60 million of 2006 adjusted
interest expenses; $40 million to $50 million of working capital
needs; and $12 to $15 million of budgeted capital expenditures. At
the end of the first quarter 2006, DRC had $59 million of cash on
hand and $150 million of secured bank revolver availability taking
into account almost $200 million of letters of credit. This
provides DRC with sufficient liquidity for growth capital outlays
and modest acquisitions.  Moody's expects the company will
continue to de-lever through free cash flow, and expect 2006 year-
end Adjusted Debt to be under $600 million fully-loaded for
operating leases and unfunded pension obligations.

Moody's does not envision any positive ratings moves in the
foreseeable future in the absence of well-bought, heavily common
equity funded, acquisitions that add diversification and reduce
DRC's cyclicality.  The ratings may be pressured if DRC does not
continue reducing leverage, if it buys back stock, or if it
completes debt-funded acquisitions without equal portions of
common equity.  Furthermore, internal control weaknesses could
result in extended filing delays, investigations or financial
restatements that are material to our analysis and may be viewed
as a credit negative event.

Dresser-Rand Group, Inc. is headquartered in Houston, Texas.


DURATEK INC: EnergySolutions Merger Cues S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' corporate
credit and other ratings on Duratek Inc. from CreditWatch
following the announcement by EnergySolutions LLC that it had
completed its acquisition of the radioactive materials disposition
and nuclear facility operations company.

The ratings on Columbia, Maryland-based Duratek, which have also
been withdrawn following the completion of the acquisition, were
originally placed on CreditWatch on Feb. 8, 2006, after
EnergySolutions announced its acquisition plan.


ELINE ENT: Posts $10,421 Net Loss in 2006 1st Fiscal Quarter
------------------------------------------------------------
Eline Entertainment Group, Inc., filed its first quarter financial
statements for the three months ended January 31, 2006, with the
Securities and Exchange Commission on June 6, 2006.

The Company reported an $10,421 net loss on $453,218 of revenues
for the three months ended Jan. 31, 2006.

At January 31, 2006, the Company's balance sheet showed $1,586,362
in total assets and $1,428,656 in total liabilities, resulting in
a $57,038 stockholders' deficiency.

The Company's March 31 balance sheet also showed strained
liquidity with $1,097,736 in total current assets available to pay
$1,281,723 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?b59

                        Going Concern Doubt

Baumann, Raymondo & Company PA, in Tampa, Florida, raised
substantial doubt about Eline Entertainment Group, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Oct. 31,
2005.  The auditor pointed to the Company's operating losses, and
stockholders' and working capital deficits.

                            About Eline

Headquartered in Knoxville, Tennessee, Eline Entertainment Group,
Inc., through its subsidiary, Industrial Fabrication & Repair,
Inc., engages in component sales, machining, specialty design, and  
fabrication for conveyer systems used in the movement of raw
materials, finished goods, and supplies in its customers'
manufacturing processes.  The company also specializes in
prototype machining proprietary designs and short production runs.


EMERITUS CORP: Reports $105 Mil. Shareholder's Deficit at March 31
------------------------------------------------------------------
Emeritus Corporation disclosed a $104,718,000 shareholders'
deficit at March 31, 2006, in a 10-Q filing with the Securities
and Exchange Commission.  The Company's balance sheet at March 31
showed $725,122,000 in total assets and $829,840,000 in total
liabilities.

The Company's balance sheet also showed strained liquidity with
$89,306,000 in total current liabilities on total current assets
of $70,491,000.

For the three months ended March 31, 2006, Emeritus earned net
income of $4,727,000 on $101,066,000 of total operating revenues.

A full-text copy of Emeritus Corporation's quarterly report is
available for free at http://researcharchives.com/t/s?b49

Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) --
http://www.emeritus.com/-- provides assisted living and related  
services to seniors throughout the United States.  Emeritus holds
interests in 183 communities representing capacity for
approximately 18,500 residents in 35 states.


ENVIRONMENTAL LAND: Secured Creditor Files Liquidating Ch. 11 Plan
------------------------------------------------------------------
Robert M. Brennan, one of Environmental Land Technology, Ltd.'s
secured creditors, filed a Liquidating Plan of Reorganization with
the U.S. Bankruptcy Court for the District of Columbia on May 22,
2006.  Mr. Brennan also filed a Disclosure Statement explaining
his Plan.

The Debtor and Brennan are parties to several prepetition
agreements, including:

   -- an Amended and Restated Trust Deed Note in the amount of
      $12,329,365.98 dated December 20, 2000; and

   -- an Affirmation and Acknowledgement of Debt dated
      September 26, 2003, to which James Doyle is also a party and
      under which the amount of the Debtor's obligation to Brennan
      is specified as $35,801,804.07, as of March 1, 2003,
      inclusive of principal and interest.

The Debtor's obligations to Brennan are secured by a Trust Deed
against the Debtor's property recorded on March 2, 2001.  The
Debtor's property is comprised of approximately 1,000 acres of
land located in Washington County, Utah plus another 400 acres, in
which the Debtor holds an undivided one-half interest.  The Debtor
values the property at no less than $61,000,000.

In late 2003, the Debtor defaulted on its obligations to Brennan,
and Brennan subsequently served a notice for a foreclosure sale.
The Debtor filed for bankruptcy, effectively halting the
foreclosure.  

                        Terms of the Plan

The Debtor has not proposed its own plan of reorganization, and
Mr. Brennan believes that there are presently no viable
reorganization alternatives.

The distributions and payments called for under Mr. Brennan's Plan
will be funded from proceeds realized from liquidation of the
Property and, if any, from liquidation of the other assets.

School and Institutional Trust Lands Administration, on account of
its secured claim will be paid 30% of the net proceeds from
disposition of the Property until the aggregate total of all
payments from the Debtor to SITLA, including those previously made
to SITLA outside of this Plan, is $3 million.  Additionally, SITLA
will receive 12.5% of the net proceeds from disposition of the
Property.

Mr. Brennan will be paid out of proceeds from the liquidation of
the Property.  Other holders of secured claims will receive the
legal, equitable, and contractual rights to which the claims
entitle them.

Holders of general unsecured claims will receive its pro rata
share of the proceeds from liquidation of the Property, if and to
the extent those proceeds become available after administrative,
priority tax and secured claims are paid.  They will also receive
the proceeds, if any, from the liquidation of the Debtor's other
assets.

Holders of equity interests will receive its pro rate share of
proceeds from liquidation of the Property, if and to the extent
those proceeds become available after administrative, priority
tax, secured and general unsecured claims are paid.  They will
also receive the proceeds, if any, from the liquidation of the
Debtor's other assets.

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

http://www.researcharchives.com/bin/download?id=060614052019

Headquartered in Washington, District of Columbia, Environmental
Land Technology, Ltd., filed for chapter 11 protection (Bankr.
D.C. Case No. 04-00926) on June 8, 2004.  Donald A. Workman, Esq.,
at Foley & Lardner, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed over $10 million in estimated assets and over
$50 million in estimated liabilities.


ERICO INT'L: Improved Performance Cues S&P to Lift Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on ERICO
International Corp., including the corporate credit rating to
'BB-' from 'B+'.  The outlook is stable.

"This action follows the company's improved operating performance,
enhanced credit profile, and maintenance of a disciplined
financial profile," said Standard & Poor's credit analyst John R.
Sico.

The Solon, Ohio-based company continues to benefit from the upturn
in the industrial economy.  Gross margins have improved, despite
higher raw material costs including steel and copper, as the
company has been able to increase selling prices and has
experienced higher volumes.

Still, there is some exposure to further rising raw material and
energy costs.  Adjusted operating margins are in the 16%-18% range
as the company has also gained margin from productivity
improvements instituted in the past few years.

The revolving credit facility provides adequate capacity to make
tuck-in types of acquisitions.  The company is expected to
continue to generate positive free cash flow after relatively
small capital spending requirements.


EXIDE TECH: Court Amends Exide Illinois' Fine Payment Schedule
--------------------------------------------------------------
Gordon A. Ulsh, president and chief executive officer of Exide
Technologies, disclosed in a regulatory filing with the Securities
and Exchange Commission that the U.S. District Court for the
Southern District of Illinois issued an order:

    -- modifying the payment schedule for the prior fine imposed
       in February 2002 against Exide Illinois, Inc., a
       subsidiary of Exide Technologies; and

    -- adopting an agreement and joint resolution extending and
       modifying payments under Exide Illinois' pre-existing
       $27,500,000 fine.

According to Mr. Ulsh, Exide Technologies is ultimately
responsible for payment of the fine.  The District Court's order
resolves all issues raised in the U.S. Government's motion filed
in November 2005.

Among other things, the District Court Order provides that:

    (a) Exide does not have the present ability to pay interest
        on the fine and the interest will be waived.  Should
        Exide become delinquent in the payment of the fine in the
        future, an additional penalty equal to 10% of the
        principal amount that is delinquent would be due; and

    (b) Exide Illinois will remain on probation for the remainder
        of its five-year probation term, through February 26,
        2007.  Prior to the termination of probation, Exide
        Technologies will provide to the U.S. Government adequate
        security for payment of the remaining fine due, the
        security being acceptable to the Court and to the U.S.
        Government.  Should Exide believe that it may not be able
        to satisfy the requirement of adequate security without
        undue jeopardy to the overall financial viability of
        Exide, it will inform the Court and the U.S. Attorney not
        later than January 26, 2007, so that the parties can
        approach the Court jointly or separately prior to the
        expiration of Exide Illinois' probation.

A full text copy of the Order modifying installments on fine
previously imposed is available for free at:

               http://researcharchives.com/t/s?b3f

A full text copy of the U.S. Government's and Exide's agreement
and proposed joint resolution of issues is available for free at:

               http://researcharchives.com/t/s?b40

As reported in the Troubled Company Reporter on Dec. 29, 2005,
the United States Attorney for the Southern District of Illinois
accused the company of failing to pay certain fines.

The U.S. Attorney's Office has filed a request with a federal
district court for a hearing to conduct an inquiry on Exide's
failure to comply with a court judgment and terms of probation,
principally through failure to pay the fine.  The U.S. Attorney's
Office also a request to show cause why Exide should not be held
in contempt.

The U.S. Attorney's Office asserted that bankruptcy does not
discharge criminal fines and that Exide did not adequately
disclose its financial condition at the time the Plea Agreement
and associated fine were approved by the District Court.

In 2001, Exide reached a plea agreement with the U.S. Attorney to
resolve an investigation into a scheme by former officers and
certain corporate entities involving fraudulent representations
and promises in connection with the distribution, sale, and
marketing of automotive batteries between 1994 and 1997.

Under the Agreement, Exide agreed to:

   -- pay a $27,500,000 fine for over five years;

   -- a five-year probation; and

   -- cooperate with the U.S. Attorney in her prosecution of the
      former officers.

In 2002, the U.S. Attorney's Office filed a general unsecured
claim for $27,900,000 in Exide's case.

In January 2005, the U.S. Attorney's Office requested additional
information regarding whether Exide adequately disclosed its
financial condition at the time the Plea Agreement and the
associated fine were approved by a federal district court.  Exide
supplied correspondence and other materials responsive to the
request.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide   
leading manufacturer and distributor of lead acid batteries and
other related electrical energy storage products.  The Company
filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case
No. 02-11125).  Matthew N. Kleiman, Esq., and Kirk A. Kennedy,
Esq., at Kirkland & Ellis, represented the Debtors in their
successful restructuring.  Exide's confirmed chapter 11 Plan took
effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Government Wants Administrative Claim Paid
--------------------------------------------------------------
On behalf of the United States Environmental Protection Agency,
the U.S. Government asks the U.S. Bankruptcy Court for the
District of Delaware to compel Exide Technologies and its debtor-
affiliates' to pay EPA's administrative expense claim

Donna D. Duer, Esq., at the Environmental Enforcement Section of
the U.S. Department of Justice, in Washington, D.C., relates that
Exide Technologies owns:

    * the Price Battery Superfund Site, a lead-acid battery
      manufacturing plant in Hamburg, Pennsylvania; and

    * the Broomworks Superfund Site, a .5549-acre parcel of
      property located in Hamburg, Berks County, Pennsylvania.

Ms. Duer says Exide's manufacturing and distribution operations
at the Price Battery Site and Broomworks Superfund Site involved
the use of hazardous substances, including lead.

According to Ms. Duer, actual and threatened releases of
hazardous substances at, and from, both sites have caused the EPA
to incur response costs after the Debtors' Petition Date and
before the effective date of the Debtors' Joint Plan of
Reorganization.

Specifically, the EPA has reported that it incurred and paid
$418,216 for its postpetition response actions performed under
the Comprehensive Environmental Response Compensation and
Liability Act at both sites.

Ms. Duer informs the Court that the EPA's costs in conducting the
response actions are "actual, necessary costs and expenses of
preserving the estate."

Section 107(a)(1) of CERCLA also provides that "the owner or
operator of a facility from which there is a release or
threatened release of a hazardous substance will be liable for
all costs of response actions incurred by the United States not
inconsistent with the NCP."

Exide, therefore, is liable for the postpetition response costs
incurred by the EPA under the CERCLA, Ms. Duer says.

                          Exide Responds

Exide Technologies argues that the United States Environmental
Protection Agency should not be awarded response costs for the
Price Battery Superfund Site and the Broomworks Superfund Site.

According to Sandra G. M. Sezer, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub LLP, in Wilmington, Delaware, the EPA
acted arbitrarily and capriciously when it failed to take
reasonable steps to determine whether Exide owned the site for
which its seeks response costs.

Ms. Sezer says the EPA cannot recover its response costs because
its actions were inconsistent with the National Contingency Plan.

In the consent order between Exide and the EPA dated June 11,
2003, the parties agreed that the lead-contaminated sites would
be remediated by capping -- covering the soil with a layer of
asphalt or other material -- so that the contaminants would not
be exposed to the environment.

Ms. Sezer relates that although the EPA approved the method, it
decided to conduct a full-scale removal of the soil, which
created a large pile of dirt.

As a result, the EPA caused Exide to incur greater expenses than
it otherwise would have incurred because Exide had to replace the
dirt piles in the excavations before it could properly cap the
site.

Ms. Sezer contends that it is clear that the EPA based the
warrant, under which its actions were taken, on incorrect and
misleading statements.

Discovery into other response costs will also show that the EPA
disregarded Exide's offers to perform all work on its own
property, Ms. Sezer relates.

Ms. Sezer emphasizes that the benefit of the EPA's expenditures
to the estate is neither stated nor proven, and have instead been
detrimental.  The EPA has also not produced all of the cost
documentation needed for Exide to review its claim and respond.

Against this backdrop, Exide asks the Court to deny the EPA's
request for response costs.  In the alternative, Exide asks the
Court to deny the EPA's request that the response costs be given
administrative priority.

Additionally, Exide asks the Court that it be allowed an
opportunity to discover the evidence behind the EPA Claim, and
supplement its objections, prior to any ruling allowing costs.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- is the worldwide   
leading manufacturer and distributor of lead acid batteries and
other related electrical energy storage products.  The Company
filed for chapter 11 protection on Apr. 14, 2002 (Bankr. Del. Case
No. 02-11125).  Matthew N. Kleiman, Esq., and Kirk A. Kennedy,
Esq., at Kirkland & Ellis, represented the Debtors in their
successful restructuring.  Exide's confirmed chapter 11 Plan took
effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue Nos. 85 & 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDDERS CORP: Posts $8.8 Million Net Loss for First Quarter 2006
----------------------------------------------------------------
For the three months ended March 31, 2006, Fedders Corporation
incurred a net loss of $8,801,000 on $99,701,000 of net sales.

Fedders' balance sheet at March 31, 2006 showed $356,695,000 in
total assets, $364,700,000 in total liabilities, resulting in
$8,005,000 of stockholders' deficit.

Fedders' balance sheet also showed strained liquidity with
$168,101,000 in total current assets and $176,811,000 total
current liabilities.

A full-text copy of Fedders Corporation's report for the quarter
ended March 31, 2006 is available for free at:

                http://researcharchives.com/t/s?b4a

Headquartered in Liberty Corner, New Jersey, Fedders Corporation
(NYSE: FJC) -- http://www.fedders.com/-- manufactures air  
treatment products, including air conditioners, furnaces, air
cleaners, dehumidifiers and humidifiers for residential,
commercial and industrial markets.


FRESH DEL MONTE: S&P Holds BB Rating and Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cayman
Islands-based Fresh Del Monte Produce Inc. to negative from
stable.  Existing ratings on the company, including the 'BB'
corporate credit rating, were affirmed.  About $434 million total
debt was outstanding at March 31, 2006.

"The outlook revision reflects weak performance that has persisted
for the past two fiscal quarters, and is expected to continue into
the second quarter of 2006," said Standard & Poor's credit analyst
Alison Sullivan.

Importantly, Fresh Del Monte typically generates a substantial
majority of its annual gross profit during the first two quarters
of the year, which could depress credit measures for the remainder
of fiscal 2006.  The company has been negatively affected by
challenging industry conditions, including higher fuel and
production costs.

The ratings on Fresh Del Monte reflect its participation in the
highly variable, commodity-oriented fresh fruit and vegetable
industry, which is affected by uncontrollable factors such as:

   * global supply,
   * political risk,
   * weather, and
   * disease.

Mitigating these concerns are the company's leading positions in
the production, marketing, and distribution of fresh produce.

Product concentration remains a rating concern due to the high
sales and earnings concentration from bananas and pineapples.

However, Fresh Del Monte is looking for ways to diversify within
the produce industry, for example, by expanding into branded
fresh-cut fruit and vegetables, and growing internationally.  
Sales outside North America represented about 52% of 2005
consolidated sales.

Standard & Poor's expects Fresh Del Monte to continue investing in
diversification without adding significant debt.


GENERAL MOTORS: S&P Maintains Neg. Watch on B Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on General
Motors Corp., including its 'B' long-term and 'B-3' short-term
corporate credit ratings, on CreditWatch with negative
implications, where they were placed March 29, 2006.

The CreditWatch update follows the announcement that Delphi Corp.,
the United Auto Workers, and GM have reached an agreement to
increase the number of employees covered by buyout and attrition
programs for Delphi's hourly UAW workers.  GM would bear the
majority of costs, which are as yet undetermined because aggregate
costs will be based on acceptance rates under the various
programs as well on the costs of any offers made to Delphi's non-
UAW unions.  

Standard & Poor's does not expect any increase in the number of
UAW-represented Delphi employees permitted to transfer to GM.

"The expanded offering further lessens the risk that a work
stoppage at Delphi could eventually occur," said Standard & Poor's
credit analyst Robert Schulz, "although crucial issues such as
GM's obligations under benefit guarantees and Delphi's request to
reject unprofitable supply contracts remain unresolved."

Standard & Poor's does not currently expect the bankruptcy court
to need to rule that Delphi can reject the labor and benefits
contracts because the rating agency expects a negotiated
resolution of these issues.  But failure to reach a consensual
solution, if that leads to a possible court-approved contract
rejection and then to a potential prolonged Delphi work stoppage,
would have a catastrophic effect on GM.

Court hearings on Delphi's motion to reject its labor contracts
have now been adjourned until Aug. 11, and hearings on Delphi's
request to reject unprofitable supply contracts with GM have also
been postponed until Aug. 11.  Standard & Poor's expects
negotiations between Delphi, the UAW, and GM to continue, however.

GM's ratings could remain on CreditWatch for several more months.
Still, Standard & Poor's could lower GM's ratings at any time if
evolving events at Delphi warrant -- and an interim downgrade is
possible prior to resolution of the CreditWatch.


GRACE INDUSTRIES: Auctioning Assets on June 27
----------------------------------------------
Grace Industries, Inc., and Grace Asphalt, Inc., will conduct an
auction of their assets on June 27, 2006, 11:00 a.m., at 151-21
6th Road, in Whitestone, New York.  Assets sold at the auction
will be free and clear of any liens, claims, or encumbrances.

All items are available for viewing from 8:00 a.m. to 4:00 p.m. on
June 23 and June 26, 2006, and from 7:00 a.m. to 4:00 p.m. on
June 24, 2006.

A 5-page list of the assets to be sold is available for free at
http://researcharchives.com/t/s?b64

All buyers are required to make a 25% deposit on the day of the
sale for all purchases.  All deposits and payments must be in the
form of cash, cashiers checks, certified checks, wire transfers or
other certified funds made payable to Daley-Hodkin Corp.

Interested buyers may contact:

        Daley-Hodkin Corp.
        Attn: Larry Garten
        135 Pinelawn Road
        Melville, New York 11747
        Tel: (631) 293-0200
        FaX: (631) 293-0328

Objections to the proposed sale must be filed today, June 15,
2006, at 4:00 p.m., with:

        The Clerk of the U.S. Bankruptcy Court
        Eastern District of New York
        271 Cadman Plaza East
        Brooklyn, New York, 11201

Objecting Parties must also serve a copy of any objection upon:

        a) Counsel to the Debtors
           Attn: Matthew G. Roseman, Esq.
           Cullen And Dykman LLP
           100 Quentin Roosevelt Boulevard
           Garden City, New York 11530

        b) Office of the U.S. Trustee
           Attn: Linda Riffkin, Esq.
           33 Whitehall Street
           New York, New York, 10004

        c) Counsel to the Debtors' Secured Lender
           Attn: Karen Gilman, Esq.
           St. Paul, Wolff & Samson, P.C.
           One Boland Drive
           West Orange, New Jersey, 07052

        d) Counsel to the Creditors' Committee
           Attn: Robert Schmidt, Esq.
           Kramer Levin Naftalis & Frankel LLP
           1177 Avenue of the Americas
           New York, New York, 10036

The Hon. Carla E. Craig will convene an objection hearing on
June 19, 2006, at 1:30 p.m.  

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt  
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company filed for chapter
11 protection on Dec. 6, 2004 (Bankr. E.D.N.Y. Case No. 04-27013).  
Matthew G. Roseman, Esq., at Cullen and Dykman Bleakley Platt LLP,
represents the Debtor in its restructuring efforts.  Gordon Z.
Novod, Esq., and P. Bradley O'Neill, Esq., at Kramer Levin
Naftalis & Frankel LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $46 million in total assets and $30
million in total debts.


GRANITES VENTURES: Moody's Rates $7 Million Class D Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Granite Ventures III Ltd:

   * Aaa to the $312,000,000 Class A-1 Floating Rate Senior
     Notes Due 2018,

   * Aa2 to the $19,000,000 Class A-2 Floating Rate Senior
     Notes Due 2018,

   * A2 to the $20,000,000 Class B Deferrable Floating Rate
     Senior Subordinate Notes Due 2018,

   * Baa2 to the $17,000,000 Class C Deferrable Floating
     Rate Subordinate Notes Due 2018 and

   * Ba2 to the $7,000,000 Class D Deferrable Floating Rate
     Subordinate Notes Due 2018.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of U.S. dollar-
denominated senior secured Loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Stone Tower Debt Advisors LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GREAT COMMISSION: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
The Great Commission Care Communities, Inc., delivered to the U.S.
Bankruptcy Court for the Middle District of Pennsylvania its
schedules of assets and liabilities, disclosing:

    Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                $5,000,000
  B. Personal Property              $252,719
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $14,268,221
  E. Creditors Holding
     Unsecured Priority Claims                         $149,080
  F. Creditors Holding                                 $413,913
     Unsecured Nonpriority
     Claims
                                  ----------        -----------
     Total                        $5,252,719        $14,831,2143

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement  
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
The Official Committee of Unsecured Creditors did not state who
will represent them in the Debtor's case.  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.


GSC PARTNERS: Moody's Puts Ba2 Rating on $22MM Class 1 Securities
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to nine classes of
notes issued by GSC Partners CDO Fund VII, Limited.

Moody's Ratings:

   * Aaa to the $175,000,000 Class A-1 Floating Rate Senior
     Delayed Funding Notes Due 2020;

   * Aaa to the $77,000,000 Class A-2 Floating Rate Senior
     Notes Due 2020;

   * Aa2 to the $45,600,000 Class B Floating Rate Notes Due
     2020;

   * A2 to the $29,000,000 Class C Deferrable Floating Rate
     Notes Due 2020;

   * Baa2 to the $21,700,000 Class D Deferrable Floating Rate
     Notes Due 2020;

   * Ba2 to the $17,750,000 Class E Deferrable Floating Rate
     Notes Due 2020;

   * Ba2 to the $22,000,000 Class 1 Combination Securities
     Due 2020.

   * Baa3 to the $9,500,000 Class 2 Combination Due 2020.

   * Aaa to the $3,250,000 Class P Principal Protected Notes
     Due 2020.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the manager,
GSCP, L.P.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Merrill Lynch, is a
securitization of middle market and broadly syndicated loans.


HARRY FERRYMAN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harry E. Ferryman
        aka H.E. Ferryman
        dba Ferryman Enterprises
        9110 Northeast Highway 99
        Vancouver, Washington 98665

Bankruptcy Case No.: 06-41240

Type of Business: The Debtor previously filed for chapter 11
                  protection on April 13, 2006 (Bankr. W.D. Wash.
                  Case No. 06-40748).

Chapter 11 Petition Date: June 12, 2006

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  Nellor Retsinas Crawford PLLC
                  1201 Main Street
                  P.O. Box 61918
                  Vancouver, Washington 98666
                  Tel: (360) 695-8181
                  Fax: (360) 695-8787

Total Assets: $9,597,983

Total Debts:  $4,697,283

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ramada Worldwide, Inc.           Franchise             $500,000
c/o Craig Koster, Esq.           Termination
100 Mulberry Street
Newark, NJ 07102-4079

Cendent                          Franchise             $361,857
dba Howard Johnson's Franchise   Termination
1 Sylvan Way
Parsippany, NJ 07054

Cendendent Corp. Travelodge      Franchise             $135,000
1 Sylvan Way                     Termination
Parsippany, NJ 07054

BKR Fordham Goodfellow           2003 Tax Preparation   $22,000

State of Oregon                  Civil Penalties        $10,000

Sterling Elevator                Elevator Repairs        $5,120

Internal Revenue Service         Delinquent Taxes       Unknown


HEATING OIL: Connecticut Court Confirms Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
confirmed Heating Oil Partners, L.P.'s chapter 11 plan of
reorganization on June 14, 2006.  The Company expects that the
Plan, which received the overwhelming support of the Company's
creditors that voted on the Plan, will become effective by early
July 2006.

In connection with its emergence from Chapter 11, the Company has
obtained a fully underwritten commitment from JP Morgan Chase for
a $125 million working capital facility to refinance its existing
debtor-in -possession facility and to provide for the Company's
future working capital needs.

Under the terms of the reorganization plan, 100% of the equity of
the Company will be distributed to the Company's pre-petition
secured lenders in complete satisfaction of their secured claims
against the Company (approximately $118 million), which will
result in the Company being a private company.  This group of new
equity holders will also provide an $8 million equity infusion
following the Company's emergence from Chapter 11.

Holders of unsecured claims will be entitled to receive their pro
rata share of a cash distribution from a $525,000 settlement pool.  
Current equity investors in the Company, and holders of Heating
Oil Partners Income Fund units will receive no distribution.  It
is anticipated that the Fund will be dissolved and all existing
units will be cancelled.

"We are very pleased that the Court has confirmed our plan of
reorganization and we are excited about the Company's future,"
stated Michael Anton, Chief Executive Officer of HOP.  "We will
emerge from Chapter 11 as a healthy company with a strong platform
for future growth and I would like to acknowledge the dedication
of our employees and the support displayed by our customers,
creditors and vendors during the course of our restructuring."

Sean A. Gumbs, the Company's Interim Chief Financial Officer,
stated "With our successful reorganization under Chapter 11, the
$125 million financing commitment from JP Morgan Chase and the
pending $8 million infusion of equity capital, the Company will
have, in our view, one of the strongest balance sheets in the
industry."

The Company will continue to operate along four main lines of
business: Residential Heating Oil, Commercial Heating Oil, Service
and Installation, and Fleet Fueling.

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential     
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


HIGHWOODS REALTY: Moody's Affirms Senior Debt Rating at Ba1
-----------------------------------------------------------
Moody's Investors Service confirmed the ratings of Highwoods
Realty Limited Partnership.  The outlook is stable and assumes
that Highwoods will be current in its regulatory filings by the
third quarter 2006.  This rating action concludes Moody's review
and reflects the recent refinancing of its bank credit facility
and term loan, and the filing of its 2005 Form 10-K.

In February 2006, Moody's placed Highwoods ratings under review
for its concern surrounding the then approaching maturities of its
bank credit facility and term loan in July 2006, the timely filing
of audited 2005 financial data, and its refinancing of $110
million of public bonds maturing at the end of 2006.

Moody's notes that Highwood's operating performance has been
improving, but its fixed charge coverage remains weak at 1.6X at
December 31, 2005.  According to Moody's senior credit officer
Karen L. Nickerson, "Highwood's has taken material steps to
unencumber assets as well as reduced its cost of capital through
the repayment of high coupon debt and preferred stock."  At
December 31, 2005, its leverage was 49% and its secured debt was
21%, exclusive of joint ventures.

Moody's stated that upward rating movement would require:

   (1) current status with all SEC filings,
   (2) improvement of fixed charge coverage closer to 2.25 times,
   (3) reduction of secured debt levels below 20%, and
   (4) steady growth in its property portfolio.

The rating agency also stated that a deterioration in operating
performance or a shift in funding strategy, with total leverage
and secured debt above 60% and 30%, respectively, would have
negative consequences to the rating.  Moody's does not see a shift
in funding strategy as likely.

These securities were confirmed with a stable outlook:

   * Highwoods Realty Limited Partnership -- Senior debt at Ba1,
     Senior debt shelf at (P)Ba1

   * Highwoods Properties, Inc. -- Preferred stock at Ba2,
     Preferred stock shelf at (P)Ba2

In its last rating action with respect to Highwoods, Moody's
placed the ratings under review for possible downgrade.

Highwoods Properties, Inc. (NYSE: HIW), headquartered in Raleigh,
North Carolina, is a Real Estate Investment Trust and one of the
largest developers and owners of Class A suburban office and
industrial properties in the Southeastern USA.  As of March 31,
2006, Highwoods owned or had an interest in 417 in-service office,
industrial and retail properties encompassing approximately 35
million square feet.  Highwoods also owns 896 acres of development
land.


HOUSTON EXPLORATION: Jana's Takeover Bid Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB-' corporate
credit rating on The Houston Exploration Co. on CreditWatch with
negative implications following the announcement of a hostile
takeover bid of Houston Exploration by Jana Capital Partners LLC
for about $1.8 billion.

Jana Capital currently owns 12.3% of Houston Exploration's common
shares.

The Houston, Texas-based company has about $425 million in total
debt outstanding as of March 31, 2006.

"The CreditWatch listing reflects the company's significantly
increased business and financial risk associated with external
pressures and existing shareholders that may cause management to
pursue equity-focused initiatives that are neither supportive of
credit quality nor within our expectations for the current
ratings," said Standard & Poor's credit analyst Brian Janiak.

Standard & Poor's said that the uncertainty with respect to the
strategic direction of the company and ultimate use of cash
proceeds from its recent Gulf of Mexico asset sales further
highlight concerns regarding Houston Exploration's credit quality.

Standard & Poor's will continue to monitor the ultimate outcome of
the current situation.  Furthermore, Standard & Poor's will meet
with management to discuss the company's near-term strategic
initiatives and the potential effect of the increasing external
pressure by its largest shareholders Jana Capital.

Standard & Poor's expects to resolve the CreditWatch within the
next 60 days.


HOWARD MILLS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Howard O. Mills, Jr.
        Barbara Mills
        2176 Dellesta Drive
        Bellingham, Washington 98226-7850

Bankruptcy Case No.: 06-11873

Type of Business: The Debtor owns H.E. Mills Electric Company,
                  Inc., which filed for chapter 11 protection on
                  April 7, 2006 (Bankr. W.D. Wash. Case No. 06-
                  10991).

Chapter 11 Petition Date: June 13, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Bruce J. Borrus, Esq.
                  Riddell Williams P.S.
                  1001 4th Avenue, Suite 4500
                  Seattle, Washington 98154-1192
                  Tel: (206) 624-3600
                  Fax: (206) 389-1708

Total Assets: $4,279,441

Total Debts:  $5,663,213

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Skagit State Bank                Guaranty of Mills     $3,787,174
Mr. Geoff Wachter                Electric Debt
301 Fairhaven Avenue
P.O. Box 285
Burlington, WA 98233

Travelers                        Indemnity Agreement     $750,000
3455 South 344th Way
Suite 200
Auburn, WA 98001

Addson Electrical System         Breach of Contract      $400,000
David Evankovich
c/o Bruce McIntyre, Perkins
1201 Third Avenue, Suite 4800
Seattle, WA 98101-3099

Whidbey Island Bank              Co-Sign for              $11,514
                                 Company Debt

Wachovia Visa                    Credit Card                 $525


ICOS CORP: Balance Sheet Upside-Down by $50.9 Million at March 31
-----------------------------------------------------------------
ICOS Corporation reported a $653,000 net loss on $18.7 million of
revenues for the three months ended March 31, 2006, compared to a
$46.4 million net loss on $13.8 million of revenues for the same
period in 2005.

At March 31, 2006, the Company's balance sheet showed $248.5
million in total assets and $299.4 million in total liabilities,
resulting in a $50.9 million stockholders' deficit.  ICOS' balance
sheet reflected a $59.2 million stockholders' deficit at Dec. 31,
2005.

A full-text copy of the Company's 2006 Quarterly Report is
available for free at http://researcharchives.com/t/s?b62

                         About ICOS Corp

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.


INTERPUBLIC GROUP: Fitch Assigns B Rating to $750 Million Notes
---------------------------------------------------------------
Fitch assigned a rating of 'B/RR4' to Interpublic Group's
$750 million three-year Enhanced Liquidity Facility notes due June
15, 2009.

Fitch also affirms these ratings:

  -- Issuer default rating 'B'
  -- Senior unsecured notes 'B/RR4'
  -- Cumulative convertible perpetual preferred stock 'CCC/RR6'
  -- Mandatory convertible preferred stock to 'CCC/RR6'

The Rating Outlook is Negative.

The company's ratings on its Senior unsecured credit facility
'B/RR4' are withdrawn.

Fitch rates the revolving ELF structure pari-passu with the
company's unsecured bank facility and with its outstanding senior
unsecured notes.  Although it is structured like a securitization,
the facility does not encumber any assets or cash flows that would
be available to satisfy senior unsecured obligations.

Fitch's rating incorporates its analysis of a particular provision
of the structure which allows IPG to draw the facility for a
specified time period after an involuntary bankruptcy filing.
Given the untested nature of the structure in bankruptcy, Fitch is
uncertain whether the courts would uphold this provision as
written.

Furthermore, if upheld, Fitch believes that there is a risk that
such drawings could have priority in bankruptcy over other general
unsecured claims.  However, given the rating agency's assessment
of the probability and degree of priority, this risk did not
warrant a notch between the facility and other unsecured claims.

This structured finance vehicle replenishes the liquidity that was
reduced when the company's senior unsecured bank revolver was
amended to include a provision that required the company to
maintain $300 million in deposits at the bank syndicate in
addition to the balance of any borrowings.

Fitch expects the company to terminate its unsecured bank credit
facility in the near term.  IPG had not used its stand-by facility
in over two years and has been proactive in bolstering its
financial flexibility, issuing $525 million in preferred stock in
October of 2005.  These transactions have improved financial
flexibility for the company while it attempts to make progress on
addressing its operational issues.  Steady, sequential operational
improvement will be required to stabilize the rating.

The rating and Negative Outlook continue to reflect the heightened
operational and financial risk given an extended time frame for
its operational turn around.  The ratings continue to reflect:

   * weak financial performance which has been driven by numerous
     accounting and operational challenges;

   * continued integration issues from IPG's restructuring
     initiatives, including major management changes, the ongoing
     material weaknesses and internal control issues, which have
     yet to be remedied; and

   * ongoing risk of client losses.

These risks are balanced somewhat by IPG's position in the
industry as a leading global advertising holding company and its
diverse client base.

Fitch had expected a very weak 2005 and had forecasted weakness in
credit metrics through the first half of 2006.  Fitch understood
that negative effects of client losses on revenues, combined with
an under utilized staff pitching new business and significant
professional fees associated with the control issue remediation
efforts could elevate cost levels significantly, and could result
in significant deterioration in EBITDA levels through mid-2006.

With the timeframe for an operational turnaround has been extended
as Fitch now believes the operating and financial profile may not
improve until well into 2007 and that IPG faces significant
challenges in reaching a normalized operating and financial
profile by 2008.  Fitch expects IPG to make steady progress toward
improved operating fundamentals, as measured by meaningful,
consistent organic growth trends (trending toward mid-single
digits initially) and healthier EBITDA margins (above 10%).

Its liquidity position is supported by approximately $1.6 billion
in cash at Mar. 31, 2006.  Fitch incorporates into its analysis
the meaningful working capital deficit (approximately $1.5
billion) resulting from payables and accrued liabilities which
exceed receivables.  Fitch expects that IPG will be free cashflow
negative in 2006.  

Near-term flexibility is enhanced by the minimal debt maturities
IPG faces in 2006 and 2007 and by Fitch's belief that capital
expenditures are largely discretionary.  IPG's next meaningful
maturity is in 2008, when its $800 million 4.5% convertible senior
notes due 2023 are putable by the note holders for cash.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distress scenario.  Fitch used an enterprise
value analysis for these recovery ratings, given the limited
tangible asset base which exists for companies in the advertising
services industry.

The 'RR4' recovery rating for IPG's bank facility, ELF notes and
senior unsecured notes reflects Fitch's belief that approximately
30%-50% recovery is realistic, and the 'RR6' recovery rating for
the preferred stock reflects Fitch's estimate that negligible
recovery would be achievable.


INTREPID TECH: Amends 2006 Financial Statements
-----------------------------------------------
Intrepid Technology & Resources, Inc., filed with the Securities
and Exchange Commission on June 6, 2006, its amended financial
statements:

   -- for the quarterly period ended March 31, 2006;
   -- for the quarterly period ended December 31, 2005; and
   -- for the quarterly period ended March 31, 2006;

The company's Statement of Operations showed:

                          For the period ended
                  ---------------------------------
                     Quarter     Quarter    Quarter  
                    03/31/06    12/30/05   03/31/06
                  ----------  ----------  ---------
Revenue             $97,592    $120,299    $97,592

Net (Loss)        ($485,817)  ($609,888) ($685,581)

The company's Balance Sheet showed:

                          For the period ended
                  ----------------------------------
                      Year      Quarter    Quarter  
                    03/31/06    12/30/05   03/31/06
                  ----------  ----------  ----------
Current Assets    $  416,977  $  219,690  $  416,977

Total Assets      $1,904,649  $1,471,774  $1,904,649

Current
Liabilities       $1,267,250  $  938,479  $1,267,250

Total
Liabilities       $1,267,250  $1,478,475  $1,267,250

Total
Stockholders'
Equity            $ 637,399   $1,471,774  $  637,399


Full-text copies of the company's financial statements are
available for free at:

   quarterly period ended    http://ResearchArchives.com/t/s?b5a       
   March 31, 2006;          

   quarterly period ended    http://ResearchArchives.com/t/s?b5b
   December 31, 2005;

   quarterly period ended    http://ResearchArchives.com/t/s?b5c
   March 31, 2006;

                       Going Concern Doubt

Jones Simkins, p.c., in Logan, Utah, raised substantial doubt
about Intrepid Technology & Resources, Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2005.  The
auditor pointed to the company's stockholders deficit and negative
cash flows from operations.

                        About Intrepid

Intrepid Technology & Resources, Inc., provides engineering,
construction, and operation services for alternative energy
facilities, including methane gas production plants and
hydroelectric, geothermal, and wind generation facilities.
The company also promotes the use of its bioreactor technology
in California.


J.L. FRENCH: Creditors Unanimously Approve Plan of Reorganization
-----------------------------------------------------------------
Each of the five voting creditor classes overwhelmingly accepted
J.L. French Automotive Castings, Inc.'s Plan of Reorganization,
which readies the company for its confirmation hearing on June 21.

The second lien noteholders voted unanimously to accept the Plan,
along with more than 98% in claims amount and 95% in number of the
two classes of unsecured creditors who voted.  The senior
subordinated noteholders who voted also unanimously accepted the
Plan.

In addition, the company's rights offering, which was conducted
concurrently with the solicitation of plan acceptances, was fully
subscribed at $130 million by the second lien noteholders.  
Details on the rights offering subscriptions and the voting report
will be filed with the Court prior to the confirmation hearing.

The unsecured creditors' committee has filed a statement in
support of Plan confirmation, and no objections to confirmation
were filed prior to the objection deadline.  If the court confirms
the Plan, the company expects to emerge from bankruptcy shortly
thereafter.  

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.  
Miller Buckfire & Co., LLC, serves as their financial advisor.  
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.


JERRY WILLIAMS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jerry Wayne Williams
        5466 Medinah Drive
        Newburgh, Indiana 47630

Bankruptcy Case No.: 06-70431

Chapter 11 Petition Date: June 13, 2006

Court: Southern District of Indiana (Evansville)

Debtor's Counsel: Douglas Warren Patterson, Esq.
                  Law Office of Douglas Patterson
                  2221 West Franklin Street
                  Evansville, Indiana 47712
                  Tel: (812) 424-2991
                  Fax: (812) 468-8690

Total Assets: $1,731,445

Total Debts:  $2,110,803

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
John Satterfield                 Property Title        $420,000
6733 Millcreek Drive             Dispute
Newburgh, IN 47630

Indiana Department of Revenue    Income Taxes          $202,213
Insolvency Revenue Division
Stop SB 380
P.O. Box 44985
Indianapolis, IN 46244

Hayes Construction               Services Rendered      $24,500
1121 South Redbank Road
Evansville, IN 47712

Lensing Wholesale                Purchase of Goods      $23,286

First Indiana Bank               Line of Credit         $19,045

MT Concrete Construction         Concrete Work          $13,416

Kight Home Center                Building Materials     $12,000

Counter Design                   Materials              $11,000

Niehouse Construction            Services Rendered      $10,500

Evansville Tile Distributors     Building Materials     $10,147

Schaefer Drywall                 Services Rendered       $9,000

Miller Block Co.                 Purchase of Goods       $8,174

Indiana Department of Revenue    2003 Taxes              $7,850

Schindler Heating                Purchase of Goods       $6,850

Hoosier Tile and Marble          Purchase of Goods       $6,575

Brackett Heating and             Purchase of Goods       $6,329
Air Conditioning

Tri-State Stone                  Purchase of Goods       $3,450


KAISER ALUMINUM: Court Signs Order Reducing Bonneville Claims
-------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware signs an agreed order presented by Kaiser
Aluminum & Chemical Corporation and Bonneville Power
Administration providing that:

   (1) Claim No. 16612 is allowed as an unsecured, nonpriority
       claim for $6,062,000;

   (2) Claim No. 3106 is allowed as an unsecured, nonpriority
       claim for $1,686,867; and

   (3) Claim No. 3107 is allowed as an unsecured, nonpriority
       claim for $555,351.

Claim No. 3105, which is amended and superseded by Claim No.
16612, is disallowed in its entirety and expunged.

The Reorganizing Debtors' claim in the agreed amount of $290,000
against the U.S. Department of Energy under their Extrusion Press
Agreement dated June 6, 1997, will be set off against Claim No.
7325.

Claim No. 7325 is allowed as an unsecured, nonpriority claim in
for $3,013,939 less by 50% of a tax refund authorized in the
Debtors' stipulations with various U.S. Government units,
including the Internal Revenue Service.

Any claims of the Debtors or the DOE under the Extrusion Press
Agreement are deemed released.

The Court's decision does not affect the rights and claims of any
federal agency other than Bonneville Power and DOE nor will it
limit the rights of the U.S. Government to set off any additional
amounts it may determine to owe to the Debtors against Bonneville
Power's claims.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants Zurich Insurance Settlement Pact Approved
----------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to:

   (i) approve their settlement agreement with Zurich Insurance
       Company (Switzerland), and Zurich International (Bermuda),
       Ltd.; and

  (ii) authorize the sale of certain Zurich-issued policies back
       to Zurich free and clear of liens, claims, encumbrances or
       other interests.

In May 2000, KACC instituted an insurance coverage action against
Zurich and other insurers before the Superior Court of California
for the County of San Francisco.  KACC is seeking:

    -- a declaratory judgment that the insurers are obligated to
       cover the asbestos-related bodily injury products that
       have been asserted against KACC; and

    -- damages for breach of contract and breach of the covenant
       of good faith and fair dealing against several of the
       insurers.

Zurich subscribed to or issued certain policies that provide KACC
insurance coverage that spans the period from 1977 to 1979, and
1985 to 1987.

The Debtors and Zurich have engaged in negotiations to resolve
their dispute regarding the Subject Policies, Kimberly D.
Newmarch, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, relates.

Pursuant to the Settlement Agreement, Zurich agrees to make a
$1,600,000 settlement payment not later than June 30, 2006.

Zurich will deliver the settlement amount to U.S. Bank National
Association, as settlement account agent, unless a Trigger Date
has occurred, in which case, payment will be made to Wells Fargo
Bank, N.A., as insurance escrow agent, for distribution to the
Funding Vehicle Trust.

The Trigger Date is the day that the last of these events has
occurred:

    -- the order approving the Settlement Agreement becomes a
       Final Order;

    -- the order confirming the Reorganizing Debtors' Plan
       becomes final; and

    -- the occurrence of the Plan Effective Date.

Other terms of the Settlement Agreement are:

   (a) Zurich will receive all benefits of being designated as a
       Settling Insurance Company in the Plan of Reorganization,
       including the benefits of the Personal Injury Channeling
       Injunctions;

   (b) KACC releases all its rights with respect to Zurich's
       participation under the Subject Policies and other rights
       under additional policies, and will dismiss Zurich from
       the Products Coverage Action;

   (c) KACC will sell the Subject Policies back to Zurich, and
       Zurich will buy back the Policies free and clear of all
       liens, claims, or interests, with Zurich's payment of the
       Settlement Amount constituting the consideration for the
       buy-back;

   (d) If any claim is brought against any of the Zurich that is
       subject to a PI Channeling Injunction, the Funding Vehicle
       Trust will exercise all reasonable efforts to establish
       that the claim is enjoined as to Zurich; and

   (e) Zurich will not seek from any entity other than its
       reinsurers or retrocessionaires:

       * reimbursement of any payments that it is obligated
         to make under the Settlement Agreement;

       * any other payments Zurich has made to or for the benefit
         of KACC or, upon its creation, the Funding Vehicle
         Trust, under the Subject Policies, whether by way of
         contribution, subrogation, indemnification or otherwise.

       In no event will Zurich make any claim for or relating to
       the insurance, reinsurance or retrocession against any
       KACC Party.

The Settlement Agreement contains certain rights to adjustment of
the Settlement Amount if Asbestos Litigation is enacted into law
before the earlier of the Trigger Date and June 30, 2006, and the
Asbestos Legislation does not provide Zurich a dollar-for-dollar
credit for payments under the Settlement.

Ms. Newmarch tells the Court that through the Settlement
Agreement:

   (i) KACC will eliminate its continuing costs of prosecuting
       the Products Coverage Action against Zurich;

  (ii) uncertainty regarding future payments by Zurich will be
       eliminated; and

(iii) total fixed payment from Zurich will be secured without
       further delay and cost to KACC.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KING ELECTRICAL: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: King Electrical Services, Inc.
        P.O. Box 1021
        Long Island City, New York 11101

Bankruptcy Case No.: 06-42010

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: June 14, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Stephen B. Kass, Esq.
                  Stephen B. Kass, P.C.
                  225 Broadway, Suite 711
                  New York, New York 10007
                  Tel: (212) 843-0050
                  Fax: (212) 571-0640

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service           Payroll Taxes         $506,901
Special Procedures Funtio
625 Fulton Street
10 Metrotech Center
Brooklyn, NY 11201

Wells Fargo                        Revolving Credit       $98,223
P.O. Box 6426
Carol Stream, IL 60197

HSBC Bank USA, N.A.                Credit Line            $93,029
Commercial Credit Loan SV
Suite 0002
Buffalo, NY 14270-0002

Benfield Lighting Inc.             Materials              $54,547

New York Light Source Co.          Materials              $53,432

American Express                   Credit Card            $50,000

Joint Industry Board               Revolving Credit       $48,000

Chase                              Revolving Credit       $47,000

NYS Department of Tax & Finance    Materials              $36,104

Advanta Mastercard                 Credit Card            $34,393

Turtle & Hughes, Inc.              Materials              $33,433

Avon Electrical Supplies           Materials              $24,340

American Express Loan              Loan                   $20,000

Putnam Investments                 401K                   $17,568


KOOSHAREM CORP: Moody's Rates Planned $300 Million Debt Deal at B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$300 million senior secured credit facility of Koosharem
Corporation.  This is the first time that Moody's has assigned
ratings to Koosharem, a holding company that owns Select Personnel
Services, Inc.

On May 11, 2006, Select entered into a definitive agreement to
acquire RemedyTemp, Inc. for $17 in cash per share, representing
approximately $169 million in aggregate consideration before
$27.9 million of unrestricted cash received.  The acquisition is
expected to close in June 2006 and is subject to customary closing
conditions, including approval by Remedy shareholders.

The acquisition of Remedy together with the refinancing of
Select's existing debt is expected to be financed with a
$215 million term loan, approximately $24 million of borrowings
under a proposed $85 million revolving credit facility and
$27.9 million of unrestricted cash on hand.

The ratings reflect solid credit metrics for the rating category,
a strong market position in California, low levels of customer
concentration and good industry demand trends.  The ratings are
constrained by substantial integration risks, intense price
competition, and pronounced earnings and margin cyclicality.

Moody's assigned these ratings:

   * $85 million 5 year senior secured revolving credit facility,
     B2

   * $215 million 6 year senior secured term loan B, B2

   * Corporate family rating, B2

   * The ratings outlook is stable.

The ratings are subject to review of executed documents and
Koosharem's 2005 audited financial statements.

The stable rating outlook anticipates flat to modestly declining
revenues as the company completes the integration of Remedy.  The
pro forma operating margin, reflecting Moody's estimate of cost
savings, is expected to stabilize at about 3.5%.  Cash flow from
operations over the next year should exceed required capital
expenditures, term loan amortization and non-recurring costs
related to the integration.

The ratings could be upgraded if the company achieves steady
organic revenue growth and reaches management's targeted cost
savings such that debt to EBITDA and free cash flow to debt can be
sustained at less than 4 times and over 8%, respectively.

The ratings could be downgraded if the company experiences
difficulty completing the merger integration or suffers
deteriorating operating margins such that debt to EBITDA and free
cash flow to debt are expected to be sustained at over 6.5 times
and below 3%, respectively.  A material settlement of outstanding
employment related litigation could also pressure the ratings.

Select is a privately-held staffing services business with over 50
offices throughout California, Arizona, Florida, New Jersey and
Texas.  Select offers temporary, temp-to-hire, and direct
placement positions primarily in the clerical, accounting,
customer service, mortgage, industrial and technical fields.  Pro
forma for the acquisition of Remedy, 2005 revenues were about $1
billion.  The combined company expects to provide its services in
35 states, Puerto Rico and Canada, through a network of 220
offices.


KRISPY KREME: Sees Revenue Decline in Fiscal 2006 First Quarter
---------------------------------------------------------------
On a preliminary basis, Krispy Kreme Doughnuts, Inc., expects to
report revenues of $116 million for the first quarter of fiscal
2007, which ended April 30, 2006, compared to revenues of
$153 million for the first quarter of fiscal 2006.  The decrease
in revenues principally reflects a decrease in the number of
Company stores, lower sales to franchisees from the Company's
Manufacturing and Distribution segment, and lower royalties and
fees from franchisees.

Systemwide sales fell approximately 17% in the first quarter of
fiscal 2007 compared to the first quarter of the prior year
primarily due to a 19% decrease in the number of factory stores to
310 (total stores, including satellites, decreased 6%).  Average
weekly sales per factory store increased 10% and 2% in Company
stores and systemwide, compared to the first quarter of fiscal
2006.  Average weekly sales per store increased approximately 10%
for Company stores and decreased approximately 11% systemwide,
compared to the first quarter of fiscal 2006.  The average sales
per unit data reflect, among other things, store closures and the
related shift in off-premises doughnut production into a smaller
number of stores.

Systemwide sales data include sales at all Company and franchise
locations.  Systemwide sales is a non-GAAP financial measure;
however, the Company believes systemwide sales information is
useful in assessing the overall performance of the Krispy Kreme
brand and, ultimately, the performance of the Company.

"We are taking steps to turn around the Company," Daryl Brewster,
President and Chief Executive Officer, said.  "We have filed our
fiscal 2005 financial statements. We have reached an initial
settlement of the ERISA class action.  We continue to see growth
in our international markets, including two new international
development agreements.  We are also seeing signs of stability in
the United States."

The Company's financial results continue to be adversely affected
by the substantial costs associated with the legal and regulatory
matters.  The Company expects to report a net loss for the first
quarter of fiscal 2007.

                       Financial Position

The Company ceased consolidation of its sole remaining
consolidated franchisee, Glazed Investments, in early February
2006 when Glazed filed for bankruptcy protection.  Substantially
all of Glazed's assets subsequently were sold to another of the
Company's franchisees, which is continuing the business, and
Glazed's affairs are being wound up.  The Company believes that
the amount, if any, it will be required to pay pursuant to its
guarantee of a portion of certain of Glazed's indebtedness will
not be significant.  The indebtedness totaled $13 million.

The Company believes that cash flow from operations, combined with
other anticipated cash inflows, will be sufficient to meet its
liquidity needs.  As of April 30, 2006, the Company's cash balance
was $19 million and its indebtedness was $121 million, compared to
approximately $20 million and $122 million at Jan. 29, 2006.  The
January amount excludes any amount relating to Glazed Investments,
its sole consolidated franchisee at the time.  As of April 30,
2006, the Company had no consolidated franchisees.  In May 2006,
the Company sold for cash its notes receivable from Krispy Kreme
Australia for their par balance of approximately $3.8 million and
entered into a definitive agreement to sell its interest in Krispy
Kreme UK for approximately $5.6 million cash.  The Company's
unused borrowing capacity under its credit facilities is expected
to have declined during the quarter due to a reduction in the
operating earnings on which such availability depends.  The
Company's operating plan for fiscal 2007 does not forecast any
additional borrowings under these credit facilities.

                        About Krispy Kreme                   

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme  
(NYSE: KKD) --http://www.krispykreme.com/-- is a leading branded  
specialty retailer of premium quality doughnuts, including the
Company's signature Hot Original Glazed.  There are currently
approximately 320 Krispy Kreme stores and 80 satellites operating
systemwide in 43 U.S. states, Australia, Canada, Mexico, the
Republic of South Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
$10 million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LASER DENTISTRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Laser Dentistry, PLLC
        dba Houston Center for Laser Dentistry
        5801 Logan Lane
        Houston, Texas 77007

Bankruptcy Case No.: 06-32619

Type of Business: The Debtor offers general dentistry services.

Chapter 11 Petition Date: June 13, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker & Associates LLP
                  5151 Katy Freeway, Suite 200
                  Houston, Texas 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100

Total Assets: $1,147,725

Total Debts:  $1,421,207

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


MAJESTIC STAR: S&P Places B+ Corporate Credit Rating on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Majestic
Star Casino LLC and its subsidiaries, including the 'B+' corporate
credit rating, on CreditWatch with negative implications.

The CreditWatch placement follows the release of May 2006 Indiana
state gaming revenues, where the 23% year-over-year decline in
combined revenues for Majestic and Majestic Star II was greater
than originally expected.  The entire market revenue was up 1% for
the month.  Gaming revenues for the year-to-date period for the
combined Majestic properties were down about 10% year-over-year
as compared to the entire market, which was up about 5%.

In resolving its CreditWatch listings, Standard & Poor's will
review the company's pro forma capital structure given weaker
year-to-date performance, management's near- and longer-term
growth objectives, integration plans, and overall financial
policy.  If a downgrade for the company were the outcome of
Standard & Poor's analysis, it would be limited to one notch.


MARSH SUPERMARKETS: Board Opposes Cardinal Group's Purchase Bid
---------------------------------------------------------------
The Board of Directors of Marsh Supermarkets, Inc., took action
under its merger agreement with MSH Supermarkets Holding Corp., an
affiliate of Sun Capital Partners Group IV, LP.  Under the MSH
merger agreement, holders of both classes of Marsh common stock
will receive $11.125 per share in cash.

As reported in the Troubled Company Reporter on June 1, 2006, the
Company received letters from Cardinal Paragon, Inc. and
Drawbridge Special Opportunities Advisors LLC.  In those letters,
the Cardinal Group requested that the Company consent to their
making a proposal to acquire Marsh for $13.625 per share, subject
to completion of due diligence, and otherwise on substantially the
same terms as the MSH merger agreement.

The Company entered into a merger agreement with MSH on May 2,
2006, after having conducted a six-month public process to
consider strategic alternatives, including a sale.  Cardinal had
entered into a confidentiality agreement with Marsh as part of the
strategic alternative process.  The confidentiality agreement
contains standstill provisions under which Cardinal agreed not to
make an offer to acquire Marsh without Marsh's prior consent.  The
merger agreement with MSH contains a covenant prohibiting the
Company from waiving or failing to enforce any standstill
agreement without the prior consent of MSH.  The Company has
requested MSH to consent to the Company granting the request of
Cardinal Group, but MSH and the Company have not been able to
reach agreement on the terms under which MSH would provide its
consent.

Under the MSH merger agreement, if a competing transaction has
been publicly disclosed, MSH would have the right to terminate the
merger agreement and receive a $10 million termination fee from
the Company if the Company failed to issue a press release
announcing its opposition to the competing transaction within 10
business days.

Given the uncertainty of the competing transaction and the adverse
consequences from failing to report opposition within the 10
business day period, the Company's Board of Directors concluded
that there is only one prudent course of action at this time.  
Accordingly, the Company is announcing its opposition to the
Cardinal Group competing transaction.  The Company's Board intends
to continue to monitor any developments.

The Company also expects to report results for the fourth fiscal
quarter and fiscal year ended April 1, 2006, and file preliminary
proxy materials with respect to the MSH merger.

                    About Marsh Supermarkets

Headquartered in Indianapolis, Indiana, Marsh Supermarkets, Inc.
(Nasdaq:MARSA) (Nasdaq:MARSB) -- http://www.marsh.net/-- is a  
leading regional chain, operating 69 Marsh(R) supermarkets, 38
LoBill(R) Foods stores, eight O'Malia(R) Food Markets, 154 Village
Pantry(R) convenience stores, and two Arthur's Fresh Market(R)
stores in Indiana, Illinois, and western Ohio.  The Company also
operates Crystal Food Services(SM), which provides upscale
catering, cafeteria management, office coffee, coffee roasting,
vending, and concessions, and restaurant management and Primo
Banquet Catering and Conference Centers, Floral Fashions(R),
McNamara Florist(R), and Enflora(R) -- Flowers for Business.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc., including the B3 Corporate Family Rating and
Caa2 rating of 8.875% Senior Subordinated Notes due 2007 on
review-direction uncertain.


MAVERICK TUBE: To Sell Assets to Tenaris S.A. for $3.185 Billion
----------------------------------------------------------------
Tenaris S.A. and Maverick Tube Corporation signed a definitive
merger agreement pursuant to which Tenaris will acquire Maverick
for $65 per share in cash.

The transaction is valued at $3.185 billion, including Maverick's
net debt.  The share price represents a premium of 42% to
Maverick's closing share price of June 12, 2006, and a premium of
approximately 24% to its 90-day average trading price.  Tenaris
will finance the acquisition through a combination of cash on hand
and debt, for which bank commitments have already been secured.

The transaction is subject to regulatory approvals, majority
approval of Maverick's shareholders and other customary
conditions.

Maverick is a leading North American producer of welded oil
country tubular goods, line pipe and coiled tubing for use in
oil and natural gas wells.  Its electrical products segment
produces welded pipes for electrical conduits.  With operations
in the United States, Canada and Colombia, it has a combined
annual capacity of two million short tons of steel pipes with a
size range from one-quarter inch to 16 inches.  Maverick has 4,650
employees and in 2005 had sales of $1.8 billion, of which 82%
were from its energy products division.

Tenaris is a leading global producer of seamless steel pipes for
the oil and gas industry worldwide.

Taken together, the United States and Canadian markets for oil
country tubular goods products, both seamless and welded, amounted
to more than five million tons in 2005, or approximately 40% of
total world demand.

"This is a major step for Tenaris," Paolo Rocca, Tenaris's
Chairman and CEO, commented.  "With Maverick, we will gain full
access to the energy sector in the United States and Canada.  We
will be able to support the growing requirements of our customers
in the full range of applications from onshore shallow wells to
extremely demanding deepwater wells in the Gulf of Mexico."

"We are excited about joining forces with Tenaris," Robert Bunch,
Chairman and CEO of Maverick, stated.  "Maverick's success in
North America complements the strength of Tenaris in international
markets.  Moreover, the combined entity will be able to provide a
broader array of products and services to our customers,
positioning us better to compete in a highly competitive
marketplace.  This expanded platform will benefit our employees,
and represents an attractive opportunity for stockholders."

Assuming the acquisition is completed, the combined entity would
have annual sales of $9 billion of which 30% would be in the USA
and Canada.

Goldman Sachs & Co. acted as financial advisor to Tenaris, while
Morgan Stanley & Co. acted as financial advisor to Maverick.

                          About Tenaris

Tenaris S.A. [TS: NYSE, Buenos Aires, Mexico and TEN: MTA Italy] -
- http://www.tenaris.com/-- is a leading global manufacturer and  
supplier of seamless steel pipe products and provider of pipe
handling, stocking and distribution services to the oil and gas,
energy and mechanical industries.  It is also a leading regional
supplier of welded steel pipes for gas pipelines in South America.  
With manufacturing facilities in Argentina, Brazil, Canada, Italy,
Japan, Mexico, Romania and Venezuela and a network of customer
service centers in over 20 countries, Tenaris has an annual
production capacity of 3.3 million tons of seamless, and 930
thousand tons of welded pipes, annual consolidated net sales in
excess of $6.5 billion and 17,500 employees worldwide.

                         About Maverick

Headquartered in Chesterfield, Missouri, Maverick Tube Corporation
-- http://www.mavericktube.com/-- manufactures steel tubular  
products used to drill for oil and gas (known in the trade as oil
country tubular goods or OCTG).  Its products can be employed in
wells up to 8,000 feet deep.  The Company also makes line pipe for
oil and gas surface handling and transportation and, outside the
oil industry, it sells both structural tubing and standard pipe
for a variety of transportation (boat trailers), agricultural
(farm implements and tillage equipment), construction applications
(building columns and handrails) and a variety of electrical
applications.


MAVERICK TUBE: Moody's Holds B2 Rating on $250 Mil. Sr. Sub. Notes
------------------------------------------------------------------
Moody's Investors Service put Maverick Tube Corporation's Ba3
Corporate Family Rating and B2 $250 million convertible senior
subordinated notes ratings under review for a possible upgrade.
The ratings review accompanies Maverick's pending acquisition by
Tenaris, S.A., which is not rated by Moody's, for $3.185 billion,
including the assumption of Maverick's net debt.

For the twelve months ending March 31, 2006 Maverick reported
approximately $80 million of cash on hand and $488 million of
outstanding debt.  Moody's review will focus on Tenaris' funding
and growth strategies and the effect of the combination of the two
companies will have upon Maverick's convertible senior
subordinated note holders and whether they remain in place and if
so, where in the corporate structure they will reside.

The combined company will have annual sales of approximately $9
billion and will provide Tenaris with a significant presence in
the U.S.  OCTG market that it has otherwise been limited to
because of Anti Dumping tarrifs.  Projected leverage will be less
than 1.0 times, as measured by Debt/EBITDA, as Tenaris will now be
in a net debt position versus its current net cash position.

Tenaris' $3.185 billion acquisition represents approximately a 9x
multiple on historical Maverick EBITDA.  Upon closing of the
acquisition, each Maverick share will be converted into the right
to receive $65 per share in cash.  Furthermore, Moody's notes that
the change of control provision will trigger the notes to become
convertible beginning on the 30th scheduled trading day prior to
the anticipated closing date.

In the event of a conversion, the notes would be settled for cash
at par, with any premium above the conversion price being settled
in new shares prior to the closing or cash after the closing.  If
the notes are converted or redeemed Moody's will withdraw the
ratings on the notes as well as the corporate family rating.


MESABA AVIATION: Court Extends Lease Decision Period to Dec. 10
---------------------------------------------------------------
The Hon. Gregory Kishel of the U.S. Bankruptcy Court for the
District of Minnesota further extended the period within which
Mesaba Aviation, Inc., doing business as Mesaba Airlines, may
assume or reject its unexpired Leases through the earlier of:

    (a) December 10, 2006; or
    (b) the confirmation of a plan of reorganization.

The extension is without prejudice to the right of any party to
an executory contract or unexpired lease to file a request with
the Court for a hearing to consider a reduction of the Lease
Decision Period.

The Debtor is engaged in the ongoing process of evaluating its
options with respect to assumption, assumption and assignment, or
rejection of its unexpired leases, Will R. Tansey, Esq., at
Ravich Meyer Kirkman McGrath & Nauman, P.A., in Minneapolis,
Minnesota, tells the Court.

Mr. Tansey relates that within the first seven months of the
Debtor's bankruptcy case, several factors have made it impossible
for the Debtor to intelligently appraise the Leases in the
market, and the value of the Leases to the reorganization.

These factors include:

    -- the size and complexity of the Debtor's operation;

    -- the Debtor's labor negotiations;

    -- unresolved proposals for air service agreements with larger
       carriers;

    -- the uncertain status of the Debtor's air services agreement
       with Northwest Airlines, Inc.; and

    -- the Debtor's attempts to obtain postpetition financing
       acceptable to the Official Committee of Unsecured Creditors
       and the potential lenders.

According to Mr. Tansey, the Debtor's operations are dependent on
the Debtor's ability to remain in possession of the Leased
Premises.  Continued possession of the Leased Premises is
necessary for the Debtor to conduct its financial affairs and
preserve the possibility that it can reorganize.

If the Debtor is forced to prematurely assume the Leases, the
estate and the unsecured creditors will be exposed to significant
administrative priority claims arising from the possible
termination of the Leases, Mr. Tansey maintains.

The Debtor expects to determine the general course of its future
operations, and hopes to have assumed or rejected the Leases,
before December 10, 2006.

Mr. Tansey assures the Court that the Debtor is current on all of
its postpetition obligations under the Leases, and intends to
make timely payment of all future obligations during the pendency
of the Chapter 11 case.

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MT WILSON: Moody's Puts Ba2 Rating on $6.9 Mil. Class E Notes
-------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by Mt. Wilson CLO, Ltd.

Moody's Ratings:

   * Aaa to the $227,600,000 Class A Floating Rate Senior
     Secured Notes Due 2018;

   * Aa2 to the $8,900,000 Class B Floating Rate Senior
     Secured Notes Due 2018;

   * A2 to the $22,200,000 Class C Floating Rate Deferrable
     Interest Notes Due 2018;

   * Baa3 to the $16,900,000 Class D Floating Rate
     Deferrable Interest Notes Due 2018; and

   * Ba2 to the $6,900,000 Class E Floating Rate Deferrable
     Interest Notes Due 2018.

Western Asset Management Company will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


NELLSON NUTRACEUTICAL: Can Hire Seneca as Valuation Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Nellson Nutraceutical, Inc. and its debtor-affiliates to employ
Seneca Financial Group, Inc., as their valuation and litigation
advisor.

Seneca Financial will:

   a. conduct a review of the Debtors' long-term business plan,
      financial projections, current capitalization and ownership
      structure, sources of liquidity, and ongoing capital
      requirements for the purposes of conducting a valuation of
      the Debtors' business and assets;

   b. review and assess any proposed Plan of Reorganization for
      purposes of valuing the securities or other consideration
      proposed to be issued under the plan and in developing
      alternatives;

   c. provide expert witness testimony concerning any of the
      areas encompassed by the Firm's activities under this
      agreement;

   d. assist in the development and presentation to the Board of
      Directors of the Debtors of matters relevant to a valuation
      of the Debtors; and

   e. provide other services as the Debtors, the Debtors'
      counsel, and the Firm agree upon  relative to the
      reorganization of the Debtors.

James W. Harris, president of Seneca Financial, tells the Court
that the firm's professionals bill:

      Professional          Designation     Hourly Rate
      ------------          -----------     -----------
      James W. Harris       President          $625
      Jesse DelConte        Senior Analyst     $250
      Mark McDonald         Analyst            $175
      Meeraj Thaker         Analyst            $175
      Thomas Isenhour       Analyst            $175

As reported in the Troubled Company Reporter on June 12, 2006, the
Court will conduct an evidentiary hearing concerning the Debtors'
enterprise valuation from Sept. 13, 2006, to Sept. 22, 2006.

The Debtors asked the Court to determine their enterprise value
and the value of secured claims asserted by their prepetition
lenders.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulates, makes and sells bars and powders for the
nutrition supplement industry.  The Debtors filed for chapter 11
protection on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  
Laura Davis Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M.
Pachulski, Esq., Brad R. Godshall, Esq., and Maxim B. Litvak,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
represent the Debtors in their restructuring efforts.  Lawyers at
Young, Conaway, Stargatt & Taylor, LLP, represent an informal
committee of which General Electric Capital Corporation and
Barclays Bank PLC are members.  In its Schedules of Assets and
Liabilities filed with the Court, Nellson Nutraceutical reports
$312,334,898 in total assets and $345,227,725 in total liabilities
when it filed for bankruptcy.


NORTH END: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: North End Timber Productions LLC
        255 Good Creek Road
        P.O. Box 153
        Olney, Montana 59927
        Tel: (406) 881-2311

Bankruptcy Case No.: 06-60440

Chapter 11 Petition Date: June 13, 2006

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Gregory E. Paskell
                  P.O. Box 919
                  Kalispell, Montana 59903
                  Tel: (406) 752-6222
                  Fax: (406) 752-6205

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


O'SULLIVAN IND: Reports 2nd Quarter Results for Fiscal Year 2006
----------------------------------------------------------------
On June 5, 2006, O'Sullivan Industries Holdings, Inc., filed with
the U.S. Securities and Exchange Commission its financial results
for the second fiscal quarter ended December 31, 2005.

For the three months ended Dec. 31, 2005, the Company reported a
$11.1 million net loss on $50.9 million of revenues, compared to a
$12 million net loss on $66.2 million of revenues for the same
period in 2004.

At Dec. 31, 2005, the Company's balance sheet showed $150.9
million in total assets and $396.6 million in total liabilities,
resulting in a $245.7 million stockholders' deficit.

A full-text copy of the Company's second quarter report on Form
10-Q is available for free at http://ResearchArchives.com/t/s?b55

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Financial Projections Underpinning 6th Amended Plan
------------------------------------------------------------------
Owens Corning and its debtor-affiliates believe that their Sixth
Amended Plan of Reorganization meets the Bankruptcy Code's
feasibility requirement that plan confirmation is not likely to be
followed by liquidation or the need for further financial
reorganization.  

In connection with the development of the Sixth Amended Plan, and
for the purposes of determining whether the Plan satisfies the
feasibility standard, the Debtors analyzed their ability to
satisfy their financial obligations while maintaining sufficient
liquidity and capital resources.  Specifically, the Debtors'
management, with Lazard Freres & Co. LLC's assistance, developed
and refined a business plan and prepared financial projections
for the calendar years ending December 31, 2006 through 2008.

The Financial Projections are based on, and assume the successful
implementation of the reorganized Debtors' business plan.

                  Owens Corning and Subsidiaries
                     Projected Balance Sheets
                           (In millions)

                                 Fiscal Year Ended December 31,
                                 ------------------------------
                                  2006        2007        2008
                                 ------      ------      ------
Assets
                
Cash & cash equivalents            $415        $625      $1,162
Accounts receivable, net            635         692         731
Inventories                         604         693         712
Other current assets                 35          35          35
                                ------      ------      ------
   Total current assets           1,689       2,045       2,640

Property, plant & equip., net     2,780       2,830       2,870
Intangibles                         111         106         101
Excess reorganization value       1,871       1,871       1,871
Debt issuance costs                  23          18          14
Deferred tax assets                 961         796         597
Pension related assets                -           -           -
Other non-current assets            210         223         235
                                 ------      ------      ------
   Total assets                  $7,645      $7,888      $8,329
                                 ======      ======      ======

Liabilities & Shareholders' Equity
                
Accounts payable                   $481        $525        $552
Accrued liabilities                 465         493         521
New debt - current portion           10          10          10
Non-debtor debt - current portion    19          10          10
Contingent note                   1,390           -           -
                                 ------      ------      ------
   Total current liabilities      2,365       1,038       1,093

New debt                            461       1,841       1,831
Non-debtor debt                      36          26          16
                                 ------      ------      ------
   Total long term debt             497       1,867       1,847

Pension plan liabilities            305         155         165
Other employee benefit liabilities  450         450         450
Other non-current liabilities       240         255         270
                                 ------      ------      ------
   Total liabilities              3,857       3,765       3,825
    
Minority interest                    45          45          45
Shareholders' equity              3,743       4,079       4,459
                                 ------      ------      ------
Total liabilities &
shareholders' equity             $7,645      $7,888      $8,329
                                 ======      ======      ======


                  Owens Corning and Subsidiaries
                 Projected Statement of Operations
                           (In millions)

                                 Fiscal Year Ended December 31,
                                 ------------------------------
                                  2006        2007        2008
                                 ------      ------      ------
Net sales                        $6,600      $7,000      $7,400
Cost of sales                     5,346       5,657       5,968
                                 ------      ------      ------
   Gross profit                   1,254       1,343       1,432

Marketing & admin. Expenses         570         606         640
Science $ technology expenses        64          68          72
Other expenses                       20          20          19
                                 ------      ------      ------
   Total operating expenses         654         693         732
                                 ------      ------      ------
      Income from operations before
      fresh start adjustments       600         650         700
                                 ------       ------     ------
    
Step-up in depreciation expense       5          25          25
Amortization of intangibles           -           5           5
Amortization of debt issuance costs   -           5           5
Decrease in amortization of deferred
   pension loss                      (9)        (55)        (55)
Write-up of inventories              60           -           -
Deferred stock compensation expense   6          33          33
                                 ------      ------      ------
   Total fresh start adjustments     62          13          13
                                 ------       ------     ------
      Income from operations
      after fresh start adj.        538          637        687
                                 ------       ------     ------

Restructuring expense, net           85           15          -
Interest expense, net               215          114        106
                                 ------       ------     ------
      Income before income
      tax expense                   238          508        582

Income tax expense                  109          203        233
                                 ------       ------     ------
      Income after taxes            129          305        349
    
Minority interest & equity in
   net earnings of affiliates         -           (2)        (2)
Tax valuation &rate adjustment      220            -          -
Extraordinary Gain                5,621            -          -
                                 ------       ------     ------
         Net income              $5,970         $303       $347
                                 ======       ======     ======


                  Owens Corning and Subsidiaries
                 Projected Statements of Cash Flows
                           (In millions)

                                 Fiscal Year Ended December 31,
                                 ------------------------------
                                              2007        2008
                                             ------      ------
Cash Flows From Operations:
   Net Income                                  $303        $347
   Depreciation & amortization                  310         320
   Deferred income taxes                        165         199

   (Increase) decrease in receivables           (57)        (39)
   (Increase) decrease in inventories           (89)        (19)
   (Increase) decrease in other assets          (13)        (13)
   Increase (decrease) in accounts payable       44          27
   Increase (decrease) in accrued liabilities    28          28
   Increase (decrease) in pension liabilities   (150)        10
   Increase (decrease) in other benefits           -          -
   Increase (decrease) in other liabilities       15         16
                                              ------     ------
Net cash flows from operations                   556        875

Cash flows from investing:
   Capital expenditures                          (350)     (350)
                                               ------    ------
Net cash flows from investing                    (350)     (350)
   
Cash flows from financing:
   New debt                                       (10)      (10)
   Non-debtor debt                                (19)      (10)
   Deferred Stock Compensation                     33        33
                                               ------    ------
Net cash flows from financing                       4        13
                                               ------    ------
Net increase (decrease) in cash & equivalents     210       538

Beginning cash & cash equivalents                 415       625
Net increase (decrease) in cash & equivalents     210       538
                                               ------    ------
Ending cash & cash equivalents                   $625    $1,162
                                               ======    ======

A full-text copy of the Financial Projections underpinning the
Debtors' Sixth Amended Plan is available for free at
http://ResearchArchives.com/t/s?b69

Owens Corning (OTC: 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 No. 132; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


OWENS CORNING: Liquidation Analysis Under 6th Amended Ch. 11 Plan
-----------------------------------------------------------------
Owens Corning's management, with the assistance of Lazard Freres &
Co. LLC, the Debtors' financial advisor and other advisors,
prepared a liquidation analysis to show that the Sixth Amended
Plan of Reorganization meets the "best interest of creditors"
test under Section 1129(a)(7) of the Bankruptcy Code.

Lazard prepared the Liquidation Analysis on a Debtor-by-Debtor
basis consistent with the deconsolidated structure of the Sixth
Amended Plan.

Eight Debtors are not included in the analysis because they have
de minimis claims and assets -- Engineered Yarns America, Inc.,
Falcon Foam Corp., Integrex Ventures LLC, Integrex Professional
Services LLC, Integrex Supply Chain Solutions LLC, Integrex
Testing Systems LLC, Homexperts LLC, Jefferson Holdings, Inc.,
and Owens Corning Overseas Holdings, Inc.

Among others, the Liquidation Analysis assumes that:

   * it would not be possible to sell Owens Corning Delaware as a
     going concern in a Chapter 7 case, precipitating the
     shutdown of both the Debtor and its non-Debtor subsidiaries;

   * a Chapter 7 trustee would be forced to sell assets in a
     traditional "bricks and mortar" liquidation with the loss of
     most if not all "going-concern" value attributable to the
     Debtors' assets;

   * the Debtors' Chapter 11 cases would convert to Chapter 7 on
     October 30, 2006;

   * certain Non-Debtor Subsidiaries -- IPM Inc., Vytec Corp.,
     and Owens-Corning Fiberglas Sweden, Inc. -- may file for
     relief under Chapter 11 of the Bankruptcy Code, and that
     their cases would also be converted to Chapter 7;

   * the unaudited book values as of March 31, 2006, are
     representative of the Debtors' asses and liabilities as of
     October 30, 2006;

   * the Debtors would begin to wind-down daily operations
     immediately and that all manufacturing operations would be
     closed and secured within 60 days;

   * the cost of administering the Debtors' Chapter 7 liquidation
     will total at approximately $291 million; and

   * there are no proceeds from the recoveries of any potential
     preferences, fraudulent conveyances or other causes of
     action.

Based on the assumptions, Lazard estimates the net proceeds
available to the Debtors' stakeholders, pursuant to a Chapter 11
liquidation, at these amounts:

                                       Amount (In millions)
                                 ------------------------------
                                             Mid-Pt.
Debtor                             Low      Estimate     High
------                           --------   --------   --------
Owens Corning Delaware           $2,156.3   $2,317.5   $2,478.7
Owens Corning Fiberglass Tech        24.3       36.5       48.6
Integrex                              0.1        0.1        0.2
Soltech                              14.4       15.4       16.3
CDC                                   1.9        2.0        2.2
OC HT                                 0.0        0.0        0.0
OC Remodeling                         3.2        3.5        3.8
Vytec                                 8.3        9.0        9.8
Fibreboard                            0.0        0.0        0.0
Fibreboard Trust                  1,445.0    1,445.0    1,445.0
Exterior Systems, Inc.              137.1      151.3      165.6
IPM Inc.                            244.0      244.0      244.0
All Other OCD Debtors                 0.0        0.0        0.0
All Other IPM Non-Debtors           500.6      552.2      603.9
All Other OCD Non-Debtors            53.3       57.8       62.3

Based on its analysis, Lazard concludes that in a Chapter 7
liquidation, holders of allowed claims in the impaired classes of
each of the Debtors would receive less than under the Sixth
Amended Plan.

Lazard acknowledges that the Debtors could also be liquidated
under Chapter 11 of the Bankruptcy Code.  The Debtors, however,
believe that any alternative liquidation under Chapter 11, if
feasible at all, is a much less attractive alternative to
creditors than the Sixth Amended Plan.

Hence, the Debtors assert that the Sixth Amended Plan affords
substantially greater benefits to creditors than would a
liquidation under Chapter 7 or Chapter 11.

A full-text copy of Lazard's Liquidation Analysis is available
for free at http://ResearchArchives.com/t/s?b68

Owens Corning (OTC: 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 No. 132; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


OWENS CORNING: Valuation Analysis Under Sixth Amended Ch. 11 Plan
-----------------------------------------------------------------
At the request of Owens Corning and its debtor-affiliates, Lazard
Freres & Co. LLC, their financial advisors, determined the
Reorganized Debtors' consolidated Enterprise Value on a
going-concern basis.

Subsequently, Lazard determined that the consolidated total value
available for distribution to holders of Allowed Claims and
Interests is comprised of:

   (a) the estimated value of the Reorganized Debtors' operations
       on a going concern basis;

   (b) the value of net operating loss tax carryforwards -- NOL
       Value -- assuming the Debtors emerge from bankruptcy on
       October 30, 2006; and

   (c) the estimated amount of cash-on-hand in excess of that
       which is required to operate the business as of the
       October 30, 2006 Effective Date.

For purposes of the Sixth Amended Plan of Reorganization, and
based on terms negotiated by holders of Allowed Claims and
Interests, the Enterprise Value plus NOL Value was assumed to be
$5.858 billion and the Total Distributable Value of the
Reorganized Debtors was assumed to be approximately $7.258
billion.

The estimated Total Distributable Value includes no less than
$200 million associated with the expected utilization of NOLs
created as part of the Debtors' Plan and $1.400 billion deemed to
be Excess Cash.

The assumed Total Distributable Value reflects information in
respect of the Debtors' business and assets as of May 2006.

Lazard also prepared a hypothetical range of the Enterprise Value
of the Reorganized Debtors.  Based upon an assumed range of the
Enterprise Value of the Reorganized Debtors plus NOL Value of
between $5.4 billion and $6.4 billion -- less an assumed total
debt of $1.916 billion as of the October 30 Effective Date --
Lazard imputed an estimated range of equity values for the
Reorganized Debtors of between $3.484 billion and $4.484 billion.

The Assumed Total Debt includes approximately $55 million of
existing debt, $1.8 billion of Exit Financing and approximately
$61 million principal amount of debt issued to the Internal
Revenue Service for its Allowed Priority Tax Claim.

Assuming a distribution of 131.4 million shares of New OCD Common
Stock pursuant to the Plan, the imputed estimate of the range of
equity values on a per share basis is between $26.51 and $34.13
per share. Assuming an Enterprise Value plus NOL Value of $5.858
billion and an imputed equity value of $3.942 billion, the
imputed equity value on a per share basis is $30.00 per share.

Lazard's estimate of the hypothetical range of Enterprise Value
does not constitute an opinion as to fairness from a financial
point of view of the consideration to be received under the Plan
or of the terms and provisions of the Plan.

The equity value of $30.00 per share does not give effect to the
potentially dilutive impact of any stock options that may be
granted under a management incentive plan.  At this time, it is
anticipated that any stock options issued as of the Effective
Date would be granted with an exercise price equal to the $30.00
per share Plan value.

In addition, the equity value of $30.00 per share does not give
effect to the potentially dilutive impact of the Warrants which
are expected to be issued pursuant to the Plan.

The Class A11 Warrants will consist of Warrants to obtain
approximately 17.5 million shares of New OCD Common Stock --
11.167% on a fully diluted basis before any management stock --
with an exercise price of $43.00 per share.

The Class A12 Warrants will consist of Warrants to obtain
approximately 7.8 million shares of New OCD Common Stock -- 5% on
a fully diluted basis before any management stock options -- with
an exercise price of $45.25 per share.

Owens Corning (OTC: 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 No. 132; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


PACIFIC ENERGY: Sells Assets to Plains All for $2.4 Billion
-----------------------------------------------------------
Pacific Energy Partners, L.P. executed definitive agreements to
sell assets to Plains All American Pipeline, L.P.  The total value
of the transaction is $2.4 billion, including the assumption of
debt and estimated transaction costs, and is expected to close
near the end of 2006.  

The boards of directors of Plains All American Pipeline and
Pacific Energy Partners have each approved the terms of the
proposed transaction.  The completion of the acquisition is
subject to the approval of the unitholders of Plains All American
and Pacific Energy as well as customary regulatory approvals,
including reviews under the Hart-Scott-Rodino Antitrust
Improvements Act, and the approvals of certain state utility
commissions and Canadian regulatory agencies.

Under the terms of the agreements, Plains All American will
acquire from LB Pacific, LP and its affiliates the general partner
interest and incentive distribution rights of Pacific Energy as
well as 2.6 million common units and 7.8 million subordinated
units for a total of $700 million in cash.

In addition, Plains All American will acquire the balance of
Pacific Energy's equity through a tax-free unit-for-unit merger in
which each other unitholder of Pacific Energy will receive 0.77
newly issued Plains All American common units for each Pacific
Energy common unit.

Under the terms of the contemplated transaction, the general
partner and limited partner interests in Pacific Energy will be
extinguished and Pacific Energy will be merged into Plains All
American.  Pacific Energy's operating subsidiaries will be
directly or indirectly owned by Plains All American.  Plains All
American's management team and board of directors will continue in
their current roles and manage the combined company.

"The PAA board of directors and executive team see great merit in
this combination with Pacific Energy," Greg L. Armstrong, Chairman
and Chief Executive Officer of Plains All American, said.  "In
addition to being a synergistic, accretive and strategic business
combination, we view this as a transforming transaction - one that
we believe positions PAA for long-term stability and growth. From
an industrial logic and strategic perspective, it is hard to
imagine any two MLPs that fit better together than Plains and
Pacific."

Mr. Armstrong noted that Plains All American expects to realize
near-term synergies of approximately $30 million on an annualized
basis, increasing to approximately $55 million over the next few
years, and further increasing to over $70 million in the outer
years.

Irv Toole, President and Chief Executive Officer of Pacific
Energy, commented, "I am very pleased to move forward with this
transaction, which I believe will be extremely attractive to
Pacific Energy unitholders.  Based on the 0.77 exchange ratio and
the closing unit prices of the respective partnerships on June 9,
2006, Pacific Energy unitholders are receiving a market premium of
approximately 10.6%. Based on the 20-day average closing prices of
the respective partnerships, Pacific Energy's unitholders are
receiving a market premium of approximately 14.3%.  In addition,
based on an annualized distribution for Plains All American of
$3.20 per unit after the transaction closes, Pacific Energy
unitholders will receive an equivalent distribution of $2.464 per
unit, which represents an increase in their annualized
distribution of 8.5% over the current level of $2.27 per unit.
When these two components are combined, Pacific Energy unitholders
are receiving a total near-term premium in the range of
approximately 19.1% to 22.8%, assuming a constant unit price-to-
distribution yield."

Armstrong noted that Plains All American's general partner, in
support of the transaction, agreed to reduce its incentive
distributions by $20 million in 2007, $15 million in 2008, $15
million in 2009, $10 million in 2010 and $5 million in 2011, based
on a year-end 2006 closing and a simultaneous increase in the
annualized distribution to $3.20 per unit.  "The profile of these
reductions in the general partner's incentive distributions
complements the increasing cash flow profile provided by the ramp-
up in synergies and growing contributions from internal growth
projects that come on-stream over the next five years. This action
is a clear demonstration of our general partner's focus on the
long-term success of the partnership and its willingness to help
us grow," said Armstrong.

Phil D. Kramer, Plains All American's EVP and Chief Financial
Officer, noted that PAA intends to fund at least 50% of the
acquisition with equity, which equates to approximately $1.2
billion.  Approximately $1.0 billion, or 88%, of the total equity
funding required to meet that minimum equity funding objective,
will be accomplished by virtue of the unit-for-unit exchange
feature of the transaction and contemporaneous capital
contribution by the general partner.  PAA intends to monitor the
public and private equity markets for favorable opportunities to
complete the remaining equity component.

The remaining $1.2 billion will be funded with debt, of which
nearly 36% will be met through Plains All American's assumption of
Pacific's two issuances of senior notes having an aggregate
principal amount of $425 million.  The remaining $770 million of
acquisition-related debt capital will initially be provided by
either Plains All American's existing revolving credit facility or
short-term credit facilities to be implemented that ensure optimal
liquidity and flexibility in the interim period.

Kramer noted that at March 31, 2006, pro forma for subsequent
equity and debt financings, second-quarter acquisitions that have
closed and the recently-announced pipeline acquisition from BP Oil
Pipeline Company, Plains All American had approximately $618
million of available liquidity on its existing $1 billion credit
facility, which can be expanded by $500 million, subject to
additional lender commitments.  On a permanent basis, Plains All
American intends to fund this debt through the issuance of senior
notes of varying maturities.

In order to provide the financial community with updated
information on Plains All American and thereby enable the
unitholders of Plains All American and Pacific Energy to better
assess the impact and merits of this combination, Plains All
American also furnished today an 8-K that updated Plains All
American's stand-alone guidance for the second half of 2006.  In
addition, the 8-K also provides preliminary Adjusted EBITDA
guidance for 2007 that, excluding any contribution from the
pending merger with Pacific, incorporates the full-year benefits
of Plains All American's 2006 recent acquisition activities and
also incorporates contributions from internal growth capital
projects currently in progress.

Financial advisors for this transaction are as follows: (1)
Simmons & Company International for Plains All American; (2)
Petrie Parkman & Co. for the conflicts committee of the board of
the managing general partner of Pacific Energy; and (3) Lehman
Brothers for LB Pacific, LP and Pacific Energy.

Legal counsels are: (1) Vinson & Elkins LLP and Prickett, Jones &
Elliott, P.A. for Plains All American; (2) Richards Layton &
Finger, P.A. for the conflicts committee of the board of the
managing general partner of Pacific Energy; (3) Andrews Kurth LLP
for Pacific Energy; and (4) Baker Botts L.L.P. and
Morris," target=_new>http://www.mnat.com/">Morris,Nichols, Arsht & Tunnell LLP for LB  
Pacific, LP.

                          About Plains All

Plains All American Pipeline, L.P. is engaged in interstate and
intrastate crude oil transportation and crude oil gathering,
marketing, terminalling and storage, as well as the marketing and
storage of liquefied petroleum gas and other petroleum products,
in the United States and Canada. Through its 50% ownership in
PAA/Vulcan Gas Storage LLC, the Partnership is also engaged in the
development and operation of natural gas storage facilities. The
Partnership's common units are traded on the New York Stock
Exchange under the symbol "PAA." The Partnership is headquartered
in Houston, Texas.

                       About Pacific Energy

Pacific Energy Partners, L.P. is a master limited partnership
headquartered in Long Beach, California. Pacific Energy is engaged
principally in the business of gathering, transporting, storing
and distributing crude oil, refined products and other related
products. Pacific Energy generates revenues by transporting such
commodities on its pipelines, by leasing capacity in its storage
facilities and by providing other terminalling services. Pacific
Energy also buys and sells crude oil, activities that are
generally complementary to its crude oil operations. Pacific
Energy conducts its business through two business units, the West
Coast Business Unit, which includes activities in California and
the Philadelphia, PA area, and the Rocky Mountain Business Unit,
which includes activities in five Rocky Mountain states and
Alberta, Canada.


PACIFIC ENERGY: Moody's Places Ba2 Corp. Family Rating on Review
----------------------------------------------------------------
Moody's Investors Service placed Pacific Energy Partners, L.P.'s
ratings under review for possible upgrade, including a Ba2
corporate family rating attached at PPX's general partner level, a
Ba2 senior unsecured rating, and general partner LB Pacific's B1
senior secured Term Loan B rating.

These actions accompany PPX's pending acquisition by Baa3 rated
Plains All American Pipeline, L.P. for $2.4 billion, including the
assumption of approximately $615 million of PPX debt.  The degree
to which PPX's ratings are upgraded will be a function of their
location, and degree of PAA support, within the proforma business
structure.

Concurrently, Moody's affirmed acquirer PAA's debt ratings with a
stable outlook.  That stable outlook is contingent upon PAA
issuing at least the amount of acquisition common equity funding
that it reports, that pro-forma leverage be reduced significantly
over the next 12 months, and that neither the credit intensive
pro-forma merchant marketing and trading activity nor the
proprietary hedged contango trading and borrowing activity would
be expanded materially prior to significant core leverage
reduction.

Because of the embedded potential event risk associated with
acquirer PAA's proportionately very large, high volume, low
margin, trade and hedge counterparty sensitive merchant business,
plus its fully leveraged hedged contango business, the pro-forma
PPX and PAA ratings require that common equity, and not hybrid
equity, be issued by PAA to fund acquisitions and ongoing needs.

Moody's views PPX acquisition by PAA to be a potentially very
favorable strategic business move for each firm. However, the
acquisition is quite expensive, neither the scale or timing of
merger synergies is assured, each firm faces substantial capital
spending for major growth projects, ample common equity funding
will need to support such activity, and the constant very heavy
cash distributions basic to master limited partnerships injects
added funding and market risk.

In a gesture to unit holders, PAA will recommend to its board a
significant boost in the cash distribution to unit holders.
However, PAA's general partner has agreed to forego $20 million of
incentive distributions in 2007 and a total of $65 in incentive
distributions through 2011.  Over time, Moody's has found PAA's
general partner to have been consistently supportive of sound
long-term business and financial policies.

In a two step acquisition, PAA will first acquire LB Pacific's
interests in PPX for $700 million in cash, including its 2%
general partnership interests, incentive distribution rights, 2.6
million of PPX common units, and 7.8 million PPX subordinated
units.  Moody's expects that LB Pacific will pay off its existing
$175 million senior secured Term Loan B with the proceeds, at
which time Moody's would withdraw the ratings at LBP.

PAA will also acquire PPX's remaining equity in a tax free unit-
for-unit exchange, in which each PPX unit holder will receive 0.77
newly issued PAA common units in exchange for each PPX unit. PAA
will also assume somewhat over $400 million of PPX's senior notes
and look to refinance the existing $182 million of PPX revolving
credit debt with either a bridge facility or availability under
PAA's own revolving facility.

Including assumed debt, the acquisition would be funded
approximately 50% with new common equity units.  In addition to
assuming PPX debt, PAA would issue approximately $560 million of
new debt and issue approximately $155 million of new common equity
units.  Pro-forma PAA long-term debt to total capital would be in
the 49% range and pro-forma total debt would be in the 55% range.  
Total pro-forma debt would be in the $2.6 billion range with pro-
forma 2006 EBITDA in the $650 million range.  

Moody's anticipates that PAA will fund the acquisition with a
combination of senior unsecured notes, borrowings under its
existing revolving credit facilities, short-term bridge credit
facilities, and a large portion of common equity, consistent with
PAA's historically disciplined pro-active funding strategies.
PPX's operating subsidiaries will be directly or indirectly owned
by PAA.

Though acquirer PAA has successfully controlled its merchant
marketing and trading business this decade, Moody's has frequently
stated that it views such earnings to have limited debt capacity,
that the activity contains significant potential event risk, and
that a higher proportion of fee and tariff driven income would be
supportive of the ratings.  Since PPX conducts a small level of
such activity, the merger substantially boosts the fee and tariff
component of PAA's pro-forma cash flow mix to almost 70%.

The pro-forma credit strength backing the PPX notes will benefit
from several forms of strategic advantages and diversification
brought by the merger with PAA, as well as from the larger pro-
forma business and capitalization scale.  Pro-forma, PAA will be a
major participant in the growing crude oil import markets along
the West Coast, Gulf Coast, and the north-to-south movement of
conventional and synthetic crude oil from Canada to the U.S.

PPX also provides PAA with immediate scale entry into the West and
East Coast refined products market via its refined product storage
and terminal assets located in the San Francisco Bay Area and in
the Philadelphia area, recently acquired from Valero, with the
Philadelphia assets injecting PAA into to the major Atlantic Basin
refined products market.

PPX provides PAA with direct access to growing volumes of crude
oil imports into Southern California to replace the sector's
falling Alaskan and California crude oil production.  PPX
intensifies PAA's system serving crude oil imports from Canada
into the Rocky Mountain and Midwest markets and integrates very
well with rising volumes of Canadian crude flowing to the
strategic Cushing storage hub where PAA is a very major player.

PAA has already been constructing large storage assets at the St.
James, Louisiana hub, serving imported deepwater Gulf of Mexico
production and rising volumes of imported crude oil flowing to
regional refineries and north to Cushing.  PPX also substantially
augments and integrates PAA's California All-American Pipeline
business, providing direct access to integrated pipelines south of
the Los Angeles refining region and also expands PAA's foreign
import activities to the West Coast through PPX's storage tank and
terminal assets in Long Beach Harbor.

Notably, PPX also provides the merged business with its pending
Port of Los Angeles Pier 400 deepwater terminal project, awaiting
final review and environmental and project approvals from the Port
and the City of Los Angeles.  PPX has long-term agreements with
both Valero and ConocoPhillips, and expects the total 250,000 bpd
capacity to be fully subscribed when operational in 2008.

Pacific Energy Partners, L.P. is headquartered in Long Beach,
California.


PARMALAT USA: Court Approves Pact Disallowing 4 New Jersey Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Parmalat USA Corporation and its
debtor-affiliates and the State of New Jersey's Department of
Treasury, Division of Taxation, disallowing New Jersey's four
claims against the Debtors.

The State of New Jersey filed Claim No. 876 asserting a $1,746,730
unsecured priority amount against Parmalat USA Corp. and Farmland
Dairies LLC.  Subsequently, New Jersey filed Claim No. 1003 for
$458,079, amending Claim No. 876.

The Debtors sought disallowance of Claim No. 876, as amended and
superseded by Claim No. 1003.  The Debtors also sought reduction
of Claim No. 1003 to $421,723.

New Jersey argued that Claim No. 1003 should not be reduced but
should be filed against Farmland exclusively.

In May 2005, the Court disallowed Claim No. 876 in its entirety
and deemed Claim No. 1003 as filed against Farmland as an
unsecured priority claim for $458,079.

In June 2005, New Jersey filed Claim No. 1035, amending Claim No.
1003 as an unsecured priority claim for $373,707 against Farmland
and Parmalat USA.  New Jersey again modified Claim No. 1035 by
filing Claim No. 1034 against Farmland and Parmalat USA for
$429,341.

The Debtors sought disallowance of:

   -- Claim Nos. 1003 and 1035, as amended and superseded by
      Claim No. 1034; and

   -- Claim No. 1034 since the obligation was not reflected in
      the Debtors' books and records.

New Jersey agreed to the disallowance of Claim Nos. 1003 and 1035
but insisted that Claim No. 1034 should not be reduced.

In February 2006, New Jersey filed Claim No. 1041 as a general
unsecured claim for $115,117 against Farmland and Parmalat USA.  
New Jersey also filed Claim No. 1042, amending Claim No. 1034,
for a $306,522 unsecured priority claim against the two Debtors.

Accordingly, the Debtors, the Farmland Unsecured Creditors' Trust
and New Jersey agreed to amicably resolve the disputes concerning
the Claims.  The parties agree that Claim Nos. 876, 1003, 1034 and
1035 are disallowed in their entirety.

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)


PARMALAT USA: Court Extends Preliminary Injunction to Sept. 15
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extended the Preliminary Injunction
to Sept. 15, 2006.

In the interim, creditors subject to the jurisdiction of the U.S.
court are enjoined from, among others, commencing or continuing
any action to collect a prepetition debt against the Foreign
Debtors or any of their subsidiaries and affiliates, or
Reorganized Parmalat.

The U.S. Bankruptcy Court will convene a hearing on Sept. 12,
2006, at 10:00 a.m., to consider entry of a permanent injunction.

Any objection to the entry of the proposed permanent injunction
must be filed and served on counsel for the Foreign Debtors by
August 14, 2006.  Responses to the objections, if any, must be
submitted by September 5.

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


PARMALAT USA: Minguito Estate Wants Disallowed Claim Reconsidered
-----------------------------------------------------------------
The decedent's estate of Benjamin Minguito asks the U.S.
Bankruptcy Court for the Southern District of New York to
reconsider and vacate the order expunging its Claim No. 614
against Farmland Dairies LLC, a Parmalat USA Corporation debtor-
affiliate.

The Minguito Estate timely filed Claim No. 614 against Farmland
and Claim No. 623 against Parmalat USA Corp., Deirdre Woulfe
Pacheco, Esq., at Wilentz Goldman & Spitzer P.A., relates.

Parmalat USA objected to Claim No. 623.  The Minguito Estate
timely filed its response.

Parmalat USA filed a reply in support of the Objection.  The
Reply mentioned of a motion filed by the Farmland Unsecured
Creditors' Trust to expunge and an order expunging Claim No. 614.

According to Ms. Pacheco, the Minguito Estate was not aware that
the Farmland Trust sought expungement of Claim No. 614.  Neither
the Estate nor its counsel received the Farmland Trust's motion,
and thus "failed" to respond.

Section 502(j) of the Bankruptcy Code specifically provides that
a claim that has been disallowed may be reconsidered for cause,
Ms. Pacheco notes.

The Minguito Estate was half anticipating objections to its
claim.  Ms. Pacheco assures the Court that the practice and
procedures of the Estate's counsel encompassed reasonable
safeguards to catch and address objections to its clients' claims
in bankruptcy cases.

Among others, the Minguito Estate asserts that its claims against
the Debtors are meritorious and Farmland Trust's expungement
request lacked authority.

Claim No. 614 is for an unliquidated amount, Ms. Pacheco notes.  
The Claim was for personal injury or wrongful death.  Under
Section 502(a), Ms. Pacheco insists, the Claim is presumed
allowable.

"Unliquidated" does not mean "zero," Ms. Pacheco argues.  It
means that the amount of the claim has yet to be established.  
Thus, the Minguito Estate believes that the Court's disallowance
of its "$0" claim is a nonevent.

"The equities of the case clearly favor allowance of [the
Minguito Estate's] claims against the Debtors," Ms. Pacheco
maintains.

The Estate's "failure" to respond to a motion not received cannot
be deemed willful, she adds.

               Farmland Trust Wants Request Denied

"The Motion asserts a faulty premise from which it builds a
faulty conclusion," David M. LeMay, Esq., at Chadbourne & Parke
LLP, in New York, argues.

According to Mr. LeMay, a copy of the objection filed by the
Farmland Dairies LLC Unsecured Creditors' Trust against Claim
No. 614 was served on the decedent's estate of Benjamin Minguito
by mail.  Electronic notification of the objection was also sent
to the Minguito Estate's counsel.  However, the Estate did not
respond.

Furthermore, there was no response when a notice of a proposed
order expunging the Claim was served on Minguito's counsel.  
Thus, after the prescribed notice period, the Claim was expunged.

"Minguito places great weight . . . that it did not receive
notice of the objection," Mr. LeMay notes.   However, he
continues, "it fails to overcome the presumption of proper notice
that attaches to a duly executed affidavit of service. . . ."

Mr. LeMay contends that although the Minguito Estate asserts that
its neglect to respond is "excusable," the relevant factors to be
considered by courts in the Second Circuit before granting a
motion to reconsider based on "excusable neglect" all weigh in
favor of the Farmland Trust.

In Pioneer Inv. Servs. Co. v. Brunswick Assocs. Ltd. P'ship, 507
U.S. 380 (1993), the Supreme Court explained that "excusable
neglect" is an equitable determination.  The Supreme Court
enunciated factors to consider, including:

   -- the danger of prejudice to the non-movant;

   -- the length of delay and its potential impact on judicial
      proceedings;

   -- the reason for the delay, including whether it was in the
      reasonable control of the movant; and

   -- whether the movant acted in good faith.

The Farmland Trust believes that it would be significantly
prejudiced if the Court reinstates the Claim.  The Farmland
Trust, Mr. LeMay says, had been operating for many months on the
belief that the ongoing personal injury or wrongful death
proceedings in the state court are fundamentally irrelevant.  The
Trust's entire approach to the state litigation has been based on
that belief.

Given the numerous claims expunged thus far, granting the request
would also encourage holders of disallowed claims to flood the
Court with similar motions, Mr. LeMay adds.

Accordingly, the Farmland Trust asks the Court to deny the
Minguito Estate's request in its entirety.

                          About Parmalat

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
Nos. 72 & 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PAUL WYATT: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Paul Wade Wyatt
        Marni A. Wyatt
        786 South 3rd
        Lander, Wyoming 82520

Bankruptcy Case No.: 06-20280

Chapter 11 Petition Date: June 12, 2006

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtors' Counsel: Donald J. Rissler, Esq.
                  Donald J. Rissler, P.C.
                  107 South Broadway Avenue, Suite 214
                  Riverton, Wyoming 82501
                  Tel: (307) 856-2231
                  Fax: (307) 856-2230

Total Assets:   $884,450

Total Debts:  $1,568,774

Debtors' 17 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
HPSC                            Wyatt Eye LLC           $199,456
One Beacon Street, 2nd Floor    Equipment
Boston, MA 02108

Republic Bank                   Optical Shop             $90,840
2521 First Avenue
Hibbing, MN 55746
                                Repossessed Vehicle       $3,116

Wells Fargo Education           Student Loan             $87,491
Financial Services
P.O. Box 5285
Sioux Falls, SD 57117-5185

Precision Lens                  Supplies                 $40,000

Chase Bank                      Credit Card              $22,000

MBNA                            Credit Card              $21,935

Kay Andersen                    Family Loan              $21,000

Central Bank and Trust          Commercial               $10,000
                                Credit Line

                                Vehicle                   $6,500

                                Vehicle                   $2,128

Twin City Optical               Optical Services         $15,000

First Interstate Bank           Credit Card              $14,549

Capital One                     Credit Card              $10,300

Neiman Marcus                   Department Store Card     $9,714

HSBC Card Services              Credit Card               $2,549

Great Western Bank              Equipment                 $2,505

WyoNet, Inc.                    Phone                     $2,200

Internal Revenue Service        Current Payroll           $2,142
                                Taxes

Wilson Opthalmic                Medical Supplies          $2,024


PROSOFT LEARNING: VCampus Completes $2.1 Million Acquisition
------------------------------------------------------------
VCampus Corporation closed on its acquisition of Prosoft Learning
Corporation.  The acquisition will enable VCampus to add the
market-leading Certified Internet Web Professional certification
to its Select Partner(R) Program, as well as offer the Convergence
Technologies Professional credential, which Prosoft manages for
the Telecommunications Industry Association.  

The $2.1 million purchase price was paid with approximately $1.4
million in cash and the balance in certain assumed liabilities and
notes payable.  VCampus acquired all of the newly issued capital
stock of Prosoft at closing.  VCampus' management will discuss the
details of the acquisition and the synergies for future growth in
its upcoming conference call for investors.  

                          About VCampus

Headquartered in Reston, Virginia, VCampus Corporation
(NASDAQ:VCMP) -- http://wwvcampus.com/-- provides end-to-end  
e-learning services, helps organizations that offer professional
certifications and credentials unlock the value of their
traditional branded course content.  Through its innovative Select
Partner(R) Program, VCampus publishes training content for online
delivery to enhance and support professional certification
programs.  The Select Partner Program provides custom course
development, publishing, hosting, e-commerce, reporting, account
support and marketing services.

                     About Prosoft Learning

Headquartered in Phoenix, Arizona, Prosoft Learning Corporation --
http://www.prosoftlearning.com/-- develops and sells software for  
IT education.  Prosoft also manages vendor-neutral certifications
for IT professionals.  The Company and its debtor-affiliate filed
chapter 11 protection on April 12, 2006 (Bankr. D. Ariz. Case No.
06-01008 and 06-01009).  Steven D. Jerome, Esq., and Eric S.
Pezold, Esq., at Snell & Wilmer, LLP, represent the Debtors.  When
the Debtors filed for protection from their creditors, they listed
assets of $910,598 and debts of $5,288,922.


RBS GLOBAL: Moody's Cuts Corporate Family Rating 1 Notch to B2
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of RBS Global, Inc., the parent company of Rexnord Corporation,
and assigned new long term debt ratings in connection with its
pending acquisition by an affiliate of Apollo Management.  The
rating outlook has been changed to stable.

Moody's also assigned a SGL-2 liquidity rating reflecting good
liquidity and expected covenant compliance.  The rating outlook is
stable.  The ratings are subject to review of the final financing
documentation.  The rating action concludes the review for
possible downgrade initiated on May 31, 2006.

Ratings downgraded:

   * Corporate Family Rating: B2 from B1

New ratings assigned:

   * $705 million Senior Secured Bank Credit Facilities: B1
   * $420 million Senior Unsecured Bonds, due 2014: B3
   * $420 million Senior Subordinated Bonds, due 2016: Caa1
   * Speculative Grade Liquidity Rating: SGL-2

Outlook actions:

Outlook: Changed To Stable from Rating Under Review For Possible
Downgrade

The key drivers of the rating downgrade:

(1) the increased debt load assumed by RBS in connection with its
    acquisition by an affiliate of Apollo Management and

(2) the resulting deterioration in credit metrics.

Apollo is acquiring RBS for $1.825 billion which represents an
acquisition multiple of approximately 9.0 times trailing adjusted
EBITDA of $200 million as of March 31, 2006.  At closing, RBS will
assume approximately $680 million in incremental funded debt
increasing pro forma leverage to approximately 7.1 times from
approximately 3.7 times prior to the acquisition.  Moody's
estimates that free cash flow will decline to approximately the
low single digits as a percentage of reported debt from
approximately 7% prior to the acquisition.

The primary factors supporting the ratings:

   (1) management's track record in meeting its financial targets
       within a highly levered capital structure;

   (2) the breadth of the Company's product offering and its
       significant installed base, which enhance its leverage
       with key distribution partners;

   (3) the diversity of its end-markets, which could mitigate the
       economic or industry-specific cyclicality inherent to many
       of its markets; and

   (4) the consistency of the Company's free cash flow generation
       supported by low capital expenditure requirements and
       management's focus on working capital efficiency.

The SGL-2 liquidity rating reflects good liquidity over the next
twelve months.  Moody's anticipates continued positive operating
cash flow generation which, together with availability under the
new revolving credit facility, should cover all of the Company's
operating needs.

The stable outlook reflects Moody's expectation that the Company's
financial and operating profile will improve as (1) RBS benefits
from favorable demand dynamics in many of its end-markets and (2)
expected discretionary cash flow, supported by management's focus
on improving inventory turns and reducing costs, is used to reduce
debt.

RBS Global, Inc., headquartered in Milwaukee, Wisconsin, is a
manufacturer of motion technology products, primarily focused on
power transmission products serving industrial and aerospace end-
markets.  For the fiscal year ended March 31, 2006, RBS generated
sales of approximately $1.1 billion.


REFCO INC: Examiner Can File Status Report Under Seal
-----------------------------------------------------
Joshua R. Hochberg, the duly appointed examiner in Refco Inc. and
its debtor-affiliates, obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to file under seal,
for in camera review:

   (a) a status report and a request for approval of a proposed
       work plan and budget; and

   (b) all pleadings, hearings or conferences filed and held in
       connection with the Status Report and Work Plan.

Robert A. Bartlett, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, relates that the Status Report and Work Plan
include the Examiner's assessment of investigative work and
plans of the Official Committee of Unsecured Creditors Committee
and the Debtors, as well as the Examiner's communications with
various agencies.

The Hon. Robert D. Drain rules that the sensitive or privileged
information in the Sealed Pleadings and any further pleading or
document filed in connection with the Sealed Matter will remain
confidential and accessible only to:

   * counsel for the Debtors and Harrison J. Golden, the
     Creditors Committee, and the Bank of America N.A., as
     Administrative Agent;

   * the United States Trustee and its counsel;

   * the Office of the United States Attorney for the Southern
     District of New York;

   * the Securities and Exchange Commission;

   * the Commodity Futures Trading Commission; and

   * Marc Kirschner, the Chapter 11 Trustee for Refco Capital
     Markets, Ltd.

Any further sealed pleadings will remain confidential and
accessible only to the Interested Parties unless and until
modified by further Court order.

Any hearings or conferences relating to the Sealed Matter, or to
any pleadings or documents filed in the Sealed Matter, will take
place only in the presence of the Examiner and the Interested
Parties.

The Sealing Order is without prejudice to the right of the
Examiner or any other party-in-interest to seek modification or
removal of the seal.

                      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.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Walks Away From CIT Equipment Lease
----------------------------------------------
Refco Inc. and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
reject its Equipment Lease with CIT Technologies Corporation.

The Debtors say that before filing for bankruptcy, they entered
into a master equipment lease agreement, dated July 11, 2003, with
CIT Technologies.  The Debtors leased certain computer equipment
from CIT.  The monthly lease payment under the Equipment Lease is
$9,948 and the initial lease term for the Lease expired August 1,
2005, Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, tells the Court.

Following the Initial Lease Expiration Date, CIT and the Debtors
renewed the Lease for 12 more months.

According to Ms. Henry, the Debtors currently have no use for the
equipment leased under the Equipment Lease.  In addition, the
Debtors believe that the Equipment Lease is not a source of
potential value for their estates, and constitutes an unnecessary
drain on their resources.

Ms. Henry also relates that the Debtors have been unable to
locate any party interested in assuming the Equipment Lease.

The Debtors want to reject the Lease to avoid any potential
argument on the part of CIT that the Equipment Lease renews for
an additional 12-month period on August 1, 2006.  If the
Equipment Lease is automatically renewed, the Debtors would be
saddled with additional unnecessary administrative expenses.

                         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.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


RICHARD DRAUGHON: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard Scott Draughon
        8040 Whisper Lake Lane West
        Ponte Vedra Beach, Florida 32082

Bankruptcy Case No.: 06-70405

Type of Business: The Debtor previously filed for chapter 11
                  protection on October 25, 2005 (Bankr. W.D.
                  Pa. Case No. 05-80011).

Chapter 11 Petition Date: June 12, 2006

Court: Western District of Pennsylvania (Johnstown)

Judge: Bernard Markovitz

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, Pennsylvania 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423

Total Assets: $2,308,569

Total Debts:  $1,977,568

Debtor's 14 Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Internal Revenue Service        Taxes                    $113,758
Special Procedures Branch
P.O. Box 628
Bankruptcy Section
Pittsburgh, PA 15230

MBNA America                    Credit Card Purchases     $69,276
P.O. Box 15019
Wilmington, DE 19850-5019

American Express                Credit Card Purchases     $56,000
Suite 00001
Chicago, IL 60679

Florida Office Owners           Lawsuit                   $35,000

Optima                          Credit Card Purchases     $28,746

Chase Bank                      Credit Card Purchases     $20,000

Bank of America                 Credit Card Purchases     $17,000

Bank One                        Credit Card Purchases     $14,520

First USA                       Credit Card Purchases     $13,742

Fleet Bank                      Credit Card Purchases     $10,400

South Trust                     Credit Card Purchases      $8,906

Citi Cards                      Credit Card Purchases      $7,950

Wells Fargo                     Credit Card Purchases      $7,289

First Union                     Credit Card Purchases      $6,800


RISK MANAGEMENT: Court Confirms Liquidating Chapter 11 Plan
-----------------------------------------------------------
The Honorable Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, confirmed the Amended
Liquidating Chapter 11 Plan of Risk Management Alternatives, Inc.,
and its debtor-affiliates.

The Court determined that the Plan satisfies the 13 standards for
confirmation under Section 1129(a) of the Bankruptcy Code.

                     Overview of the Plan

All of the Debtors' assets will be substantively consolidated and
these assets will be transferred to a Liquidating Trust pursuant
to the Plan.  Cash necessary for distributions under the Plan will
come from the Debtors' current cash reserves plus the proceeds of
avoidance and non-avoidance actions.  

Prior to the effective date, the Debtors' Official Committee of
Unsecured Creditors will appoint an Oversight Agent to oversee the
administration of the Liquidating Trust and the Liquidating
Trustee.  The Oversight Agent's powers will be limited to seeking
orders of the Bankruptcy Court to enforce implementation of the
Plan.

The Plan also incorporates the terms of the Global Settlement
Agreement between the Debtors, the Creditors' Committee, GTCR
Capital Partners and Heller Financial, Inc., as agent for the
senior lenders.

The Global Settlement, approved on Aug. 18, 2005, resolves the
parties' dispute over issues related to the sale of substantially
all of the Debtors' assets to NCO Group, Inc., as well as the
Debtors' use of postpetition financing and cash collateral.  NCO
paid $118 million for the Debtors' assets.

In exchange for mutual releases, the parties agreed that:

       -- on the closing of the NCO Sale, $1.3 million, less the
          professional fees of the Creditors' Committee, would be
          set aside for distribution to general unsecured  
          creditors of the Debtors' parent and base businesses;
          and  

       -- two-thirds of the net avoidance recoveries and net non-
          avoidance recoveries will be set aside for distribution
          to general unsecured creditors of the Debtors' parent
          and base businesses, with the remaining one-third
          distributed to GTCR Capital.

                     Treatment of Claims

Priority claims, totaling approximately $100,000, will be paid in
full on the earlier of the effective date or 30 days after the
priority claim is allowed.

The $65 million secured claim of the Senior Lenders was paid in
full at the closing of the sale of the Debtors' assets to NCO.
Heller Financial, the senior lenders' agent, can assert a legal
fee claim for post-petition fees and expenses of no greater than
$35,000.  The unpaid portion of Heller's claim will be paid in
full on the effective date.

The Senior Lenders' $25 to $29 million deficiency claim, on
account of postpetition interests and fees, will be paid in
accordance with the terms of the Subordination and Inter-creditor
Agreement from amounts left over after GTCR Capital receives an
aggregate distribution of $5 million for its mezzanine debt claim.

GTCR Capital, which holds a $49 million mezzanine debt claim
against the Debtors, will recover approximately 30% its claim
pursuant to the Plan.  

Holders of general unsecured claims against the Debtors' portfolio
business, estimated at $100,000, will be paid in full on the
earlier of the effective date or 30 days after their claims are
allowed.

General unsecured claims against the Debtor's parent and base
businesses, estimated at $15 to $20 million, will receive a pro
rata share of the guaranteed minimum payment promised in the
Global Settlement plus two-thirds of net avoidance recoveries and
two-thirds of net non-avoidance recoveries.  Creditors under this
class are expected to recover between 5 to 10% of their claims.

Cargill's $17 million secured claim was paid in full at the
closing of the NCO sale.  In addition, Cargill received a $4
million payment at the closing of the sale of the Debtors' assets
in final satisfaction of its $12 million residual claim.

Equity holders will get nothing under the Plan.

A copy of the Debtors' 42-page amended disclosure statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060321210106

                     About Risk Management
   
Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial    
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  Ronald E. Gold, Esq., at
Frost Brown Todd LLC, 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 between $50 million to $100 million in debts.


ROCKWELLS RESTAURANT: Case Summary & 18 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Rockwells Restaurant Corp.
        aka 105 Wolfs Lane Corp.
        110 East 23rd Street, Suite 202
        New York, New York 10010

Bankruptcy Case No.: 06-11340

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 14, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Martin P. Ochs, Esq.
                  Ochs & Goldberg, LLP
                  60 East 42nd Street, Suite 1545
                  New York, New York 10165
                  Tel: (212) 983-1221
                  Fax: (212) 983-1330

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
NYS Department of                Sales Tax           $1,336,915
Taxation and Finance
90 South Ridge Street
Rye, NY 10573-2800

Intuit Payroll Services          Payroll Processor     $383,380
1285 Financial Boulevard
Reno, NV 89502

Internal Revenue Service         Payroll Taxes         $375,166
Holtsville, NY 00501

Tuckahoe Developers              Landlord Tuckahoe     $329,772
8 Depot Square
Tuckahoe, NY 10707

M.D. Foods LLC                   Food Supplier         $241,710

Advanceme Inc.                                         $229,891

US Foodservice                   Food Supplier         $221,710

Kings Food Service               Food Supplier         $111,584

Steven Culhane                   Unsecured Loan         $88,125

H. Schrier Co., Inc.             Food Vendor            $80,288

Sysco Food Services of Albany    Food Supplier          $56,109

SE Equipment Leasing Corp.                              $50,000

TPI                              Lawsuit Old            $42,752

American Express                 Credit Card            $38,152

Rewards Network Establishment                           $32,594

Denise B. Rutledge               Lawsuit                $30,450

Con Edison                                              $16,654

John Rapillo                                            $15,673


RURALMETRO CORP: March 31 Balance Sheet Upside-Down by $94 Mil.
---------------------------------------------------------------
For the three months ended March 31, 2006, Rural/Metro Corp.
reported a $4,042,000 net loss on $137,917,000 net revenue.    

Rural/Metro's balance sheet at March 31, 2006, showed total assets
of $302,454,000 and total liabilities of $395,221,000, resulting
in a $94,874,000 stockholders' deficit.

The Company's balance sheet showed $122,806,000 in total current
assets and $73,049,000 in total current liabilities at March 31.

A full-text copy of Rural/Metro Corp.'s report for the quarter
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?b4b

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com/-- provides emergency and non-emergency  
medical transportation, fire protection, and other safety services
in 23 states and approximately 350 communities throughout the
United States.


SAFETY KLEEN: Moody's Rates Proposed Sec. Credit Facilities at B1
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to the proposed
senior secured credit facilities of Safety-Kleen Systems, Inc., an
indirect, wholly-owned subsidiary of Safety-Kleen HoldCo., Inc.  
Concurrently, Moody's assigned a B1 Corporate Family Rating to
HoldCo.  The outlook for the ratings is stable.  The transaction
is in connection with the refinancing of the company's capital
structure through a combination of equity and debt financing.  
This is the first time Moody's is rating the company's debt since
its emergence from bankruptcy in December 2003.

Notwithstanding the company being in a turnaround mode for a
period that effectively spans the last seven years, Moody's
believes that the company's track record since it emerged from
Chapter 11 bankruptcy protection, including increasing revenue
growth, improvements in working capital management, diversity of
revenues, overall size, as well as valuable assets and prominence
in the oil recycling and re-refinery business, offers substantive
indication of ongoing improvement in business performance.
Offsetting these positive trends is the need for substantial
margin improvements for the company as a prerequisite for
profitability.

Moody's assigned these ratings:

Safety-Kleen HoldCo., Inc.:

   * Corporate Family Rating, rated B1;

Safety-Kleen Systems, Inc.:

  * $100 million senior secured revolving credit facility due
    2012, rated B1;

  * $230 million senior secured term loan B due 2013, rated B1;

  * $65 million pre-funded letter of credit facility due 2013,
    rated B1.

  * The ratings outlook is stable.

The ratings are contingent upon the receipt of executed
documentation in form and substance acceptable to Moody's.

Profitability improvements that lead to sustainable adjusted EBIT
to interest coverage above two times and adjusted debt to EBITDA
leverage ratios closer to three times could lead to a positive
ratings outlook.  Improved pricing, continued growth in the higher
margin oil and oil products line of business as well as capturing
cost reductions can move the company closer to this goal.

Increased costs that cannot be passed through could put negative
pressure on the company's margins and, consequently, the ratings.
In addition, if the company is unable to make substantive progress
toward sustained profitability and adjusted EBIT to interest
coverage exceeding 1.5 times, the rating could be downgraded.

Safety-Kleen Systems, Inc. headquartered in Plano, TX, is a
provider of parts washers, industrial waste management and oil
recycling and re-refining services. Safety-Kleen serves 400,000
customers in a broad range of industries in the United States,
Canada and Puerto Rico and is the largest recovery and recycling
company for used oil products in North America.  The company is
privately held and had revenues of approximately $925 million for
the fiscal year ending December 31, 2005.  Safety-Kleen emerged
from Chapter 11 bankruptcy protection in December 2003.


SAINT VINCENTS: Can Assign Unexpired Staten Leases to Castleton
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to assume and assign executory contracts and
unexpired leases related to St. Vincent's Hospital, Staten Island
to Castleton Acquisition Corporation, an affiliate of Bayonne
Medical Center Bayonne, or to any successful bidder for the Staten
Island assets.

The effective date of any assumption and assignment of any Assumed
Contract or Lease will be the date on which the Sale closes.

As reported in the Troubled Company Reporter on May 30, 2006, the
Debtors asked the Court for permission to assume and assign these
contracts: http://ResearchArchives.com/t/s?a0e

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

                           Objections

Several parties-in-interest filed objections to the Debtor's
proposed assumption and assignment of the leases:

A) QuadraMed

QuadraMed Corporation filed a claim for $527,714 arising out of
prepetition license and maintenance fees due under a prepetition
agreement.

Jon P. Newton, Esq., at Reid And Riege, P.C., in Hartford,
Connecticut, tells the Court that the Debtors failed to list the
Agreement as an executory contract to be assumed but proposes to
sell software owned by QuadraMed.

Mr. Newton asserts that the Debtors must cure the past due
amounts to QuadraMed before they may assume and assign the
Agreement.

If the Agreement is not part of the assets to be sold, QuadraMed
asks the Court to compel the Debtors to take prompt action to
either assume or reject the Agreement.

B) ORIX

ORIX Financial Services, Inc., is an assignee of Fleet Capital
Health Care Finance, a division of Fleet Business Credit, LLC, as
to interests under a Master Agreement No. 1975 with Saint Vincent
Catholic Medical Centers of New York, dated November 1, 2000,
Equipment Schedule 3, and Certificate of Equipment Acceptances.

ORIX filed a secured proof of claim for $902,701 on March 3,
2006.

Robert M. Marshall, Esq., at Marshall & Quentzel, L.L.C., in
Great Neck, New York, tells the Court that ORIX has not provided
its consent to the transfer of its obligations, its security
interests, and its collateral, which may or may not be included
in the Purchased Assets to be sold or assumed under the Purchase
Agreement.

Mr. Marshall asserts that the Debtors must provide adequate
assurance of future performance and cure of any arrears before
they are allowed to assign their obligations.

"Any assumption and assignment of the Debtors' obligations to
ORIX must provide that the liens in connection with the related
obligations will remain in full force and effect," Mr. Marshall
says.

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. 27
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Staten Hospital Sale Hearing Set for July 24
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on July 24, 2006, at 9:30 a.m., to
consider:

   (a) approval of the sale of St. Vincent's Hospital, Staten
       Island and related assets to Castleton Acquisition
       Corporation or other successful bidders;

   (b) the proposed assumption and assignment of the Assumed
       Contracts and Leases and related cure claims in connection
       with the Sale; and

   (c) any issues or objections that are timely interposed by any
       parties.

Several parties-in-interest raised objections to the proposed
sale:

A) Staten Island University Hospital

Staten Island University Hospital and SVCMC provide advanced
cardiac care services to Staten Island and surrounding
communities through The Heart Institute, a New York not-for-
profit corporation.

Under a Joint Operating and Venture Agreement dated August 23,
2000, as amended, the parties agreed to incorporate The Heart
Institute.

On February 28, 2001, the parties entered into an Amended and
Restated Clinical Sponsorship Agreement, whereby they agreed to
provide services to The Heart Institute.

SVCMC can't assign its interest in The Heart Institute without
the University Hospital's written consent.

The University Hospital does not consent to SVCMC's assignment of
its interest in The Heart Institute.

Accordingly, the University Hospital asks the Court to deny the
Debtors' request as it pertains to the assumption and assignment
of SVCMC's interest in The Heart Institute.

B) City of New York

The city of New York reserves all of its rights to object to the
Debtors' proposed sale, free and clear of all liens, claims,
encumbrances and other interests on all grounds.

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. 27
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEA CONTAINERS: To Pay $16.3MM to GE SeaCo for Breach of Contract
-----------------------------------------------------------------
Sea Containers and GE Capital entered into a settlement agreement
on June 2 relating to their container leasing joint venture, GE
SeaCo, and the terms of the temporary provision by Sea Containers
to GE SeaCo of certain services previously provided under the
Services Agreement.

On April 28, the decision issued in the arbitration between Sea
Containers and GE Capital directed the parties to attempt to reach
agreement regarding both the amount due to GE SeaCo as a result of
certain breaches of the Services Agreement under which Sea
Containers provided services to GE SeaCo, and the amount to be
paid to GE Capital as reimbursement of its arbitration costs.

Sea Containers agreed to pay GE SeaCo a net aggregate amount of
approximately $16.3 million, in addition to the amounts Sea
Containers had previously paid to GE SeaCo in 2005 to cure then
alleged breaches of the Services Agreement.  Following discussion
with GE Capital, this amount is about $4 million more than the
estimated recovery.

Under the settlement agreement, Sea Containers will also pay GE
Capital approximately $1.75 million representing its arbitration
costs.

Simultaneously with the execution of the settlement agreement, Sea
Containers paid a total of $4 million to GE SeaCo and GE Capital.  
The balance (approximately US$14 million), together with interest
from June 2, will be paid in subsequent monthly installments of
US$2 million each.  If the sale of the Silja ferry business is
completed before Sea Containers has paid the full amount due GE
SeaCo, the remaining balance will be paid out of the net proceeds
received from the Silja sale.

Under the arbitration decision and the settlement agreement, the
Services Agreement was terminated effective May 28, 2006.  
However, Sea Containers will continue to supply certain services
to GE SeaCo on a temporary basis and be compensated accordingly.  
GE SeaCo will continue to occupy space in Sea Containers House in
London, England until at least Dec. 31, 2006.  GE SeaCo has the
right to continue to occupy all or a portion of that space during
2007, subject to Sea Containers' right to cancel for any period
after April 1, 2007, on six-months' prior notice.  Sea Containers
will also continue to furnish GE SeaCo with certain computer
services through at least Sept. 30, 2006, and continuing through
2007 at GE SeaCo's option.

Pursuant to the agreements establishing the GE SeaCo joint
venture, GE Capital has had the right to appoint a ninth member of
the GE SeaCo board of directors.  On April 13, 2006, GE Capital
exercised this right and, as a result, a majority of the GE SeaCo
board is composed GE Capital appointees.  GE Capital is therefore
in a position to elect GE SeaCo's officers and to control and
manage GE SeaCo's business affairs, subject to the provisions of
the GE SeaCo joint venture agreements.  The settlement agreement
confirms GE Capital's right to appoint a ninth GE SeaCo director.

GE SeaCo has withdrawn as a participant in the pension plan
maintained by Sea Containers for United Kingdom employees, and is
establishing its own pension plan specifically for GE SeaCo
employees.  The settlement agreement also resolves possible
disputes between Sea Containers and GE SeaCo relating to GE
SeaCo's withdrawal from the Sea Containers pension plan and the
amounts which GE SeaCo may be required to contribute to that plan
upon its withdrawal.

                           GNER Update

The Company and its subsidiary Great North Eastern Railway Limited
(GNER) have decided to seek permission from the High Court in
Britain for a judicial review of the decision made by the U.K.
Office of Rail Regulation on March 23, 2006, regarding track
access applications granting open access to Grand Central Railway
Company Limited and Hull Trains Company Limited.  GNER believes
these open access operators unfairly compete for passenger traffic
on portions of GNER's routes.

Sea Containers has reluctantly decided to withdraw from its joint
bid with the MTR Corporation for the new South Western passenger
rail franchise.  In light of the Company's current challenges and
the need to divert senior specialist personnel from the bid to
support GNER's legal challenge against the Office of Rail
Regulation, Sea Containers feels that removing itself from the
South Western franchise competition is the prudent step to take at
this time.

                      About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--  
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

                            *   *   *

As reported in the Troubled Company Reporter on May 4, 2006,
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd. -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
initiated on March 23, 2006.  The rating actions reflected the
continuing uncertainty of Sea Containers' financial position and
liquidity, due to a further unspecified delay in the filing of the
Form 10-K for 2005 and the likely delay in the filing of the Form
10-Q for the first quarter of 2006, as well as the uncertainty of
Sea Containers' current cash burn rate coupled with the on-going
challenges in each of the operating segments.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEA CONTAINERS: Further Delays 10-K Filing & Remains on Default
---------------------------------------------------------------
Sea Containers Ltd. is providing an update on its financial
condition pending completion of its annual report on SEC Form
10-K for the year ended Dec. 31, 2005, and its quarterly report
on SEC Form 10-Q for the three months ended March 31, 2006.

The Company had a consolidated operating loss for the year
ended Dec. 31, 2005, and the three months ended March 31, 2006,
continues to generate operating losses and currently has negative
cash flow.  As at May 31, 2006, the Company's total consolidated
cash was $183 million.  This compares to $347 million at Dec. 31,
2005 and $106 million at Sept. 30, 2005.

The increase in total consolidated cash from Oct. 1, 2005, to
Dec. 31, 2005, was $241 million.  This increase included the
benefit of the net proceeds from the sale of shares in Orient-
Express Hotels Ltd. (NYSE:OEH) of $301 million with operating
cash inflows including working capital movements contributing
$43 million and fixed asset sale proceeds contributing another
$32 million.  These receipts were partly offset by the payment
of senior secured debt of $87 million and interest of $24 million
and net capital expenditure and other outflows of $24 million.

The reduction in total consolidated cash from Dec. 31, 2005, to
May 31, 2006, was $164 million.  Operating cash outflows including
working capital movement amounted to $55 million with scheduled
repayment of senior secured debt of $58 million and interest of
approximately $35 million.  Net capital expenditure necessary to
maintain the operating capability of the business caused much of
the remaining $16 million reduction.

Of the $183 million of total consolidated cash at May 31, 2006,
only approximately $52 million was readily available for the
Company's use as free cash.  The other $131 million of cash, was
either restricted as security for Sea Containers' obligations to
third parties, or was held by subsidiaries and cannot be remitted
to the Company for various regulatory or financial covenant
reasons.

The Company is considering various options to increase its
available free cash.  The short-term liquidity of Sea Containers
is dependent on the successful completion of the Silja
transaction, a proposed refinancing of container assets, and other
potential non-operational sources of funds.  Sufficient short-term
liquidity is also dependent on there continuing to be no
acceleration of repayment of debt facilities in default and for
the present, at least, the retention of part of the OEH share sale
proceeds.

                         10-K Filing Delay

As announced on May 1, 2006, the Company remains unable to file
its 2005 Form 10-K annual report, including its audited 2005
consolidated financial statements, as it has not completed its
internal processes with respect to applicable certifications.  
The Company's external professional advisers are assisting the
Board in completing these processes as expeditiously as
practicable.  Because of the 10-K delay, the filing of the
Company's first quarter 2006 Form 10-Q has also been delayed.

                      Public Note Indentures

The Company's public note indentures contain a covenant requiring
it to maintain consolidated tangible net worth (as defined in the
indentures) of at least $175 million.  As noted above, the Company
has not completed its internal processes to finalize its financial
statements for the year ended Dec. 31, 2005 or for the first
quarter ended March 31, 2006.  Because the consolidated tangible
net worth calculation is based on the financial statements, the
Company will not be in a position to confirm whether it has been
in compliance with this covenant until the financial statements
are finalized.  The calculation is subject to adjustment for
events up to the date of 10-K and 10-Q filing, of which the most
significant is continuing change in the estimated net sale value
of ferry assets held for disposal at Dec. 31, 2005 including
Silja.  These continuing adjusting events could result in the
consolidated tangible net worth of the Company being at less than
$175 million as of Dec. 31, 2005, but this matter cannot be
confirmed until the relevant financial statements are finalized.

The Company's public note indentures also contain a covenant
requiring that net proceeds from asset sales be applied to the
payment of debt or the investment in replacement assets within
six months of receipt of the net proceeds.  Thereafter, under
the covenant, any remaining net proceeds must be applied to an
offer to purchase outstanding public notes.  In addition, the
Company's indenture for the public notes maturing in 2012 contains
a specific covenant for the application of the proceeds of sale of
the OEH shares.

Of the net proceeds received from the sale of OEH shares, the
Company has applied approximately $200 million as required in
the indentures, and estimates that it will have approximately
$100 million of excess proceeds at the time the indenture covenant
requires the Company to make an excess proceeds offer.  The
approximate $52 million balance of the Company's "free cash" at
May 31, 2006, however, includes these $100 million excess
proceeds.  Consequently the Company has decided to retain the OEH
share sale proceeds unless it determines that they or a portion of
them are not needed to fund operations during the coming months.  
A failure to make an excess proceeds offer would constitute a
default under the public note indentures.

Further to the Company's May 1, 2006 news release, Sea Containers'
management is finalizing its business plan, including an
assessment of the appropriate level of debt capacity and
appropriate range of values of the Company.  Management continues
to explore a range of appropriate strategic and financial
alternatives, which may include a restructuring of the Company's
obligations under the public notes.  To facilitate discussions
with its public note holders and implementation of any of these
alternatives, the Company has signed a confidentiality agreement
with a law firm and with a financial advisor, each of whom will
act in the interest of the public note holders in discussions with
the Company.

Sea Containers can give no assurance as to the results of any
restructuring including the impact upon creditors and equity
holders.  The Company is currently unable to confirm whether it
expects to pay the $115 million principal amount of 10-3/4%
senior notes due on Oct. 15, 2006.  Payment may not be made
unless the Company expects that it will also be able to pay in
full when due its other public notes maturing in 2008, 2009 and
2012 and all other unsecured creditors including potential
significant pension liabilities.

                        Credit Default

The Company remains in default under many of its secured credit
facilities due to breaches of certain financial covenants and
other requirements contained in these facilities.  The Company's
secured and other credit facilities also generally include cross-
default provisions so that non-compliance with a covenant in one
secured credit facility constitutes a default under substantially
all other credit facilities.  The Company is continuing
discussions with its lenders regarding waivers, amendments and
forbearances to address pending and prospective defaults.  No
lender has taken any action to exercise remedies in respect of any
events of default and many lenders have signed forebearance
agreements effective through the end of June.

                      About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--  
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

                            *   *   *

As reported in the Troubled Company Reporter on May 4, 2006,
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd. -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
initiated on March 23, 2006.  The rating actions reflected the
continuing uncertainty of Sea Containers' financial position and
liquidity, due to a further unspecified delay in the filing of the
Form 10-K for 2005 and the likely delay in the filing of the Form
10-Q for the first quarter of 2006, as well as the uncertainty of
Sea Containers' current cash burn rate coupled with the on-going
challenges in each of the operating segments.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SEA CONTAINERS: Selling Silja Oy to Tallink Group for $594 Mil.
---------------------------------------------------------------
Sea Containers Ltd. and AS Tallink Grupp have entered into a
definitive agreement whereby Sea Containers will sell its Baltic
ferry subsidiary Silja Oy Ab to Tallink for a consideration of
approximately $594 million in cash and shares.

The consideration for the sale of Silja's core business is EUR450
million cash and five million ordinary shares in Tallink.  The
dollar equivalent values are approximately $570 million cash and
$24 million in shares.  Tallink's shares are listed on the Tallinn
Stock Exchange and their closing price on June 9, 2006 was EUR3.77
per share.  Sea Containers may not dispose of the shares within 12
months of the sale's completion without Tallink's permission.

The sale of Silja is subject to customary conditions including
the receipt of regulatory approvals from the relevant competition
authorities and corporate approval of Tallink's shareholders.  
It is a condition of the contract that the sale be completed by
July 28, 2006.  Societe Generale, which advised Sea Containers on
the disposal, indicated that the sale is expected to be completed
on or before that date.

The transaction with Tallink includes six of the eight ships held
for sale by Sea Containers as part of the Silja core business.  
These ships generated an EBITDA profit before depreciation,
amortization and non-recurring items of approximately EUR30
million (dollar equivalent $37 million) in 2005.  During 2005
Silja has been undergoing an intensive restructuring programme,
which is expected to lead to EBITDA improvements over the coming
12 to18 months.  The transaction does not include the fast ferry
services from Helsinki, Finland to Tallinn, Estonia and the two
SuperSeaCat fast ferries, which operate on the route.  That
business will continue to be operated by Sea Containers on a
stand-alone basis.  The transaction also excludes Silja's three
'legacy' vessels which are not employed on the core routes.

Tallink will continue to operate the business under the Silja
brand and the ships will continue to sail under their current
flags and with their existing officers and crew.  Tallink will
ensure that Silja's existing obligations towards the employees,
including pension obligations, are not adversely affected by the
transaction.

Commenting on the sale, Enn Pant, Chairman and CEO of Tallink,
said that as a result of the acquisition Tallink and Silja will
together form the leading shipping company in the Baltic Sea area,
which has been a vision of Tallink for years.  "Tallink's bold and
successful growth strategy is boosted by Silja Line's long
history, valuable brand and outstanding professionals. This
transaction is firmly founded in our conviction that clients,
employees as well as shareholders will benefit from the
integration of these two shipping companies."

Bob MacKenzie, Chief Executive Officer of Sea Containers, added:
"We updated the market on March 24, 2006 on the process of selling
the core of the Silja fleet and we believe that the price we have
negotiated is a fair one.  The sale of Silja is a vital part of
our efforts to reduce substantially the overall level of Sea
Containers' debt.  As a result of the transaction, approximately
$510 million of related bank debt will be repaid."

As a result of the above transaction, two of the non-core Silja
'legacy' fleet, Opera and Finnjet, which were not included in the
transaction, will become free of bank debt and Sea Containers will
continue to seek to dispose of them.  Sea Containers has
separately completed the sale of the third legacy ship, the
Walrus, for a consideration of $21 million, paying all related
bank debt of $21 million.

Sea Containers has also signed a memorandum of agreement to sell
its 81-meter fast ferry Rapide.  If completed, all the proceeds of
the sale would be used to retire debt secured by the ship.

                          About Silja

Silja -- http://www.silja.fi/-- was founded as the Finland  
Steamship Company in 1883 and was listed on the Helsinki Stock
Exchange until January 2003.  Sea Containers' association with
Silja began in 1999 when it acquired a substantial minority
position and Silja became a wholly-owned subsidiary of Sea
Containers in June 2002.

                         About Tallink

AS Tallink Grupp -- http://www2.tallink.com/-- is a dynamic and  
fast-growing international shipping company operating currently 15
vessels in the Baltic Sea region and offering high quality cruise
and passenger transport as well as cargo services.  The company
carried 3.2 million passengers in the financial year ending in
August 2005, reached a revenue of EUR 260 million and employed 2
632 people.  Tallink Grupp is listed on the Tallinn Stock
Exchange.

                       About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--  
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

                            *   *   *

As reported in the Troubled Company Reporter on May 4, 2006,
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd. -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
initiated on March 23, 2006.  The rating actions reflected the
continuing uncertainty of Sea Containers' financial position and
liquidity, due to a further unspecified delay in the filing of the
Form 10-K for 2005 and the likely delay in the filing of the Form
10-Q for the first quarter of 2006, as well as the uncertainty of
Sea Containers' current cash burn rate coupled with the on-going
challenges in each of the operating segments.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SIERRA PACIFIC: Fitch Affirms B+ Senior Unsecured Debt Rating
-------------------------------------------------------------
Fitch affirmed the ratings of Sierra Pacific Resources and its
subsidiaries Nevada Power Co. and Sierra Pacific Power Co. and
also revised their Rating Outlooks to Positive from Stable.

The Positive Rating Outlook for SRP and its subsidiaries reflects:

   * evidence of a supportive regulatory environment in Nevada;

   * reduced litigation exposure;

   * improved financial flexibility;

   * adequate liquidity; and

   * successful efforts to diminish reliance on the wholesale
     energy markets.

Since January 2006, NPC has added approximately 1,700 MW of new
generation capacity while SPPC has recently begun construction on
its 514 MW gas-fired Tracy facility in northern Nevada following
regulatory approval.

Recent orders by the Public Utilities Commission of Nevada for
both utilities have continued to allow for full recovery of
deferred energy costs and adjustments to going forward energy
rates.  This is a primary rating consideration given the exposure
of both utilities to the wholesale energy markets.

The PUCN has also supported the company's efforts to reduce its
exposure to the wholesale energy markets and has approved the
purchase and construction of new generating facilities.  
Regulatory decisions will remain critical going forward as the
utilities are expected to consistently file for recovery of
capital investments and deferred energy costs.

A change to this pattern of constructive regulatory orders would
have adverse rating implications for the company.  Fitch notes
that NPC has a $172 million deferred energy case pending before
the PUCN.  A decision in the proceeding is expected by the end of
July 2006.

In addition to continued exposure to the wholesale power and
natural gas markets and regulatory risk associated with recovering
the utilities' deferred energy costs, a primary risk for fixed-
income investors is SRP's significant capital expenditure
commitments and related financing required over the next several
years.

Given the company's strategy to close its generation gap as well
as expand its transmission and distribution system, substantial
additional construction/acquisitions should be expected.  SRP
recently announced its intention to develop two 750 MW coal-fired
plants and a 250 mile transmission line near Ely, Nevada.  The
project is subject to regulatory approval and permitting
requirements and the first unit would be operational in 2011 with
the second unit following in 2014.  Total capital expenditures for
the project are estimated at $3 billion and will significantly
exceed internally generated cash.

The company has not yet laid out its financing plans but Fitch
expects that the company will utilize a balanced mix of debt and
equity funding to support credit quality.

SRP's financial metrics remain somewhat weak but Fitch expects
these measures will improve as the company recovers its deferred
energy costs and capital investments.  For the latest twelve
months ended March 31, 2006, debt to EBITDA and EBITDA to interest
equaled 7.0x and 2.2x, respectively.

During 2006, the utilities have continued to demonstrate access to
capital markets.  Several debt financings have pushed out
maturities and lowered interest expense.  In response to elevated
commodity prices, both NPC and SPPC recently increased the
capacity of each of their revolving credit facilities by $100
million to $600 million and $350 million, respectively.

Positively, all remaining litigation stemming from the western
energy crisis has been resolved.  Of particular note was SRP's
settlement agreement with the creditors of Enron that required
only modest incremental cash payments.

SRP's senior unsecured debt rating reflects its consolidated
financial profile and structural subordination.  Although the
holding company's liquidity has improved, the parent relies on
dividends from its subsidiaries to meet it obligations and certain
limitations have been put in place.  The most restrictive dividend
limitation currently is from a February 2006 PUCN financing order
that restricts the combined dividends from NPC and SPPC to the
amount of SRP's debt service.

Fitch believes that permitted dividends will be sufficient to meet
parent needs over the next several years, but any further
deterioration of the subsidiaries' financial results would affect
parent cash flow.  SRP also intends to hold $30 million in cash at
the parent level.

Supportive regulatory rulings in pending and future rate
proceedings, further equity issuances or a significant reduction
in system debt levels could lead to favorable resolution of the
Positive Rating Outlook.  

A negative rating action could result from:

   * events restricting the parent's or utilities' access to
     adequate liquidity;

   * the disallowance of significant deferred energy costs or
     capital expenditures by regulators; or

   * over-reliance on debt financings to meet its capital
     requirements.


  Sierra Pacific Resources:

    -- Issuer Default Rating 'B+'
    -- Senior unsecured debt 'B+/RR4'
    -- Rating Outlook Positive

  Nevada Power Co.:

    -- IDR 'BB-'
    -- First mortgage bonds 'BB+'
    -- General and refunding mortgage bonds 'BB+'
    -- Secured revolving bank facility 'BB+'
    -- Senior unsecured debt 'BB-'
    -- Trust preferred securities 'B+'
    -- Rating Outlook Positive

  Sierra Pacific Power Co.:

    -- IDR 'BB-'
    -- First mortgage bonds 'BB+'
    -- General and refunding mortgage bonds 'BB+'
    -- Secured revolving bank facility 'BB+'
    -- Preferred stock 'B+'
    -- Rating Outlook Positive


SILICON GRAPHICS: Court Approves Equity Trading Restrictions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Silicon Graphics, Inc., and its debtor-
affiliates to establish restrictions and notification requirements
that must be satisfied before ownership and certain transfers of
the Debtors' common stock, on a final basis.

As reported in the Troubled Company Reporter on May 26, 2006,
effective as of May 10, 2006, the procedures for trading in
Silicon Graphics Stock are:

(a) Notice of Substantial Equityholder Status

     Any person who beneficially owns as of the Petition Date or
     who becomes a beneficial owner of at least 4.75% of Silicon
     Graphics Stock will file with the Court and serve on the
     Debtors and their counsel, a notice of the status,
     unredacted, within 15 calendar days of the later of May 10,
     2006, and the date the person becomes a beneficial owner of
     4.75% or more stock.

(b) Acquisition of Equity Securities

     At least 15 calendar days prior to the proposed date of any
     transfer of stock that would result in an increase in the
     amount owned by a person that beneficially owns 4.75% or more
     or that would result in a person becoming a beneficial owner
     of 4.75 % or more Stock, the person will file with the Court
     and serve on the Debtors and their counsel, an unredacted
     notice of intent to purchase, acquire or otherwise accumulate
     an equity interest, specifying the intended transaction.

(c) Objection Procedures

     The Debtors will have 15 calendar days after the filing of an
     Equity Acquisition Notice to file with the Court and serve on
     a proposed equity transferee an objection to any proposed
     transfer of Silicon Graphics Stock on the grounds that the
     transfer may adversely affect the Debtors' ability to utilize
     their NOLs or other tax attributes as a result of an
     ownership change under Section 382 or Section 383 of the
     Internal Revenue Code.

     If the Debtors file an objection by the deadline, then the
     Proposed Equity Acquisition Transaction will not be effective
     unless approved by a final and non-appealable order of the
     Court.  The Debtors will bear the burden of establishing the
     adverse effect of the proposed transfer on their ability to
     utilize their NOLs or other tax attributes.

     If the Debtors do not file an objection by the deadline, or
     if the Debtors provide written authorization to the Proposed
     Equity Transferee approving the Proposed Equity Acquisition
     Transaction prior to the Equity Objection Deadline, then the
     proposed transaction may proceed solely as described in the
     notice.

(d) Unauthorized Transactions in Equity Securities

     Effective as of May 10, 2006, and until further Court order
     to the contrary, any acquisition of Silicon Graphics Stock in
     violation of the procedures will be null and void ab initio
     as an act in violation of the automatic stay under Sections
     362 and 105(a) of the Bankruptcy Code.

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


SILICON GRAPHICS: Will Honor Prepetition Taxes & Fees
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Silicon Graphics, Inc., and its debtor-
affiliates to pay the Sales and Use Taxes, Business License Fees
and Other Excise Taxes to the Taxing Authorities.

The Debtors are authorized, but not directed, in their sole
discretion, to pay all prepetition Taxes and Fees relating to the
period prior to the Petition Date, including all Taxes and Fees
subsequently determined upon audit, or otherwise, to be owed for
periods prepetition, to the Taxing Authorities; provided that the
payments will not exceed $2,300,000 in the aggregate absent
further Court order.

In addition, the Debtors are authorized to reimburse their non-
Debtor affiliates to the extent they have paid Other Excise Taxes
to applicable Taxing Authorities on the Debtors' behalf.

As reported in the Troubled Company Reporter on May 22, 2006, the
Debtors incur and collect various taxes, fees, and charges for
payment to various taxing and licensing authorities.  The taxes
and fees are paid on a periodic basis.

    (a) Sales and Use Taxes

       The Debtors estimate $247,000 in sales tax and use tax
       liability incurred prepetition has not yet been paid.

    (b) Business License Fees

        The Debtors estimate that the amounts owed with respect to
        business license fees prior to the Petition Date total
        $66,000.

    (c) Other Excise Taxes

        As of the Petition Date, the Debtors collected an
        estimated $2,353,000 in "Value Added" Tax and "Goods and
        Services" Tax, offset by $366,000 input tax credits,
        leaving a net payment of $1,987,000 owed prepetition to
        the applicable foreign jurisdictions.

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


SITEWORKS: Posts $730,248 Net Loss in 1st Fiscal Quarter of 2006
----------------------------------------------------------------
Siteworks Building And Development Co., filed its first quarter
financial statements for the three months ended March 31, 2006,
with the Securities and Exchange Commission on June 6, 2006.

The Company reported a $730,248 net loss on $68,617 of sales for
the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $2,695,270
in total assets and $2,905,532 in total liabilities resulting in
$210,2624 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $393,553 in total current assets available to pay
$2,905,532 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?b5d

                        Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC., in Gibbsboro, New Jersey,
raised substantial doubt about Siteworks Building And Development
Co.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
operating deficits and negative operating cash flow.

                         About Siteworks

SiteWorks Building & Development Co., was incorporated on Aug. 8,
2001.  The Company started its business operations in September
2002 and did not have significant assets  or liabilities until
those reflected in the annual report for the period ending
Dec. 31, 2004.


SLATER STEEL: Court Closes Ch. 11 Cases After Plan Consummation
---------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware issue a final decree closing these
chapter 11 cases:

      Debtor                                Case No.
      ------                                --------
      Slater Steel U.S., Inc.               03-11639
      Slater Steel (U.S.) Finance, LLC      03-11640
      Slater Finance Partnership            03-11641
      Slater Leomont Corporation            03-11642
      Slater Steels Corporation             03-11643

According to Joseph E. Myers, the Debtors' Liquidation Trustee,
the Debtors' chapter 11 cases have been fully administered within
the meaning of Section 350 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 26, 2005, the
Court confirmed the Debtors' Joint Plan of Liquidation and that
Plan took effect on Jan 31, 2005.  Pursuant to the Plan, the
Trustee has the right and responsibility to close these cases.

The Trustee told the Court that he has liquidated all tangible and
intangible assets of value and all requests, contested matters and
adversary proceedings have been finally resolved.

The Trustee will distribute any remaining funds after payment of
fees of the Trustee approved by the Plan and Trust Agreement, to
remaining priority creditors.

Headquartered in Wayne, Indiana, Slater Steel U.S., Inc., a mill
producer of specialty steel products, filed for chapter 11
protection on June 2, 2003 (Bankr. Del. Case No. 03-11639). Daniel
J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  Kurt F. Gwynne, Esq., at Reed Smith LLP, represents the
Official Committee of Unsecured Creditors.  Joseph E. Myers, is
the Liquidation Trustee appointed for the Debtors.  When the
Company filed for protection from its creditors, it listed
estimated assets of $50 million and estimated debts of $100
million.


SOLUTIA INC: Equity Panel Says Disclosure Statement is Inadequate
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Solutia Inc. and its debtor-affiliates
objected to the Disclosure Statement explaining the Debtors' Joint
Plan of Reorganization.

"The Disclosure Statement as drafted is patently misleading and
inadequate with respect to a number of material issues, all of
which have direct bearing on the reasonableness of the Global
Settlement on which the Plan is premised," Karen B. Dine, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP, in New York, contends.

Ms. Dine asserts that, as the recent discovery has revealed, the
Disclosure Statement appears to have been deliberately crafted in
close consultation with Pharmacia Corporation and Monsanto
Company to trivialize and obscure the fundamental issues
addressed by the Official Committee of Equity Security Holders'
adversary proceeding against the two parties.

The Equity Committee notes that since its formulation, it has
been concerned that Monsanto and Pharmacia would manipulate
Solutia's bankruptcy to gain unfair advantages for themselves
while leaving Solutia's public shareholders "once again holding
the proverbial bag."

These concerns have been compounded by indications that other
constituencies in the Debtors' Chapter 11 cases have seemed
satisfied to cede control to Monsanto and Pharmacia rather than
make the necessary investigation and analysis of the true nature
of the claims of, and claims against, the two parties, Ms. Dine
relates.

The Equity Committee believes that consideration of the
Disclosure Statement and solicitation of the Plan at this time is
premature.  The Equity Committee was excluded from the
negotiations that led to the proposed settlement of the Equity
Committee Complaint.

If the Equity Committee Complaint is successful, the Global
Settlement and the Plan that incorporates it will be null.  
Billions of dollars of value will effectively be returned to the
Debtors' estates and the claims asserted by Monsanto and
Pharmacia against the Debtors will be eliminated, Ms. Dine notes.

Thus, Ms. Dine asserts, the approval of the Disclosure Statement
and solicitation of votes to accept the Plan and Global
Settlement should be deferred until the Equity Committee
Complaint is fully adjudicated.

Even if the Court were to consider the adequacy of the Disclosure
Statement at this time, the Debtors' insufficient description of
several key components of the Global Settlement denies creditors
and equity holders the requisite information to meaningfully
consider the Plan.  The Equity Committee notes that:

    (1) The Disclosure Statement does not adequately describe the
        alleged claims asserted by Monsanto and Pharmacia, while
        the withdrawal of those unquantified claims serves as
        consideration for the Global Settlement.

    (2) The Disclosure Statement must describe the claims asserted
        by the Equity Committee and the projected value of the
        Equity Committee Complaint.  The Disclosure Statement must
        describe the impact of the Equity Committee Complaint on
        the purported claims of Monsanto and Pharmacia.

    (3) The Disclosure Statement's description of Monsanto's
        $250,000,000 "contribution" to the Plan is misleading
        because it fails to make clear that the Rights Offering,
        if fully subscribed, will obviate Monsanto's obligation to
        make the contribution -- while still receiving significant
        equity in the reorganized company -- and, even if Monsanto
        is required to make the contribution, it will receive
        stock in Reorganized Solutia equal to the value of the
        contribution.

    (4) The Disclosure Statement fails to adequately disclose the
        valuation methods used to value Reorganized Solutia.

    (5) The Debtors' financial projections in the Disclosure
        Statement are materially lower than projections provided
        to the Equity Committee only a few months ago.  The
        revised projections are designed to lower the apparent
        value of Solutia to permit Solutia, Monsanto, Pharmacia
        and the unsecured creditors to retain all of the stock of
        Reorganized Solutia and to prevent distributions to
        Solutia's public shareholders.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SOLUTIA INC: Judge Defers Disclosure Statement Hearing to June 20
-----------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York adjourned the hearing to
consider the adequacy of the Disclosure Statement explaining
Solutia, Inc., and its debtor-affiliates' Joint Plan of
Reorganization to June 20, 2006, at 11:00 a.m.

The Debtors filed their Plan and Disclosure Statement on
Feb. 14, 2006.

A number of parties, including the Official Committee of Equity
Security Holders, the Ad Hoc Committee of Solutia Noteholders,
The Bank of New York, and JPMorgan Chase Bank, filed objections to
the Disclosure Statement.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SPECIALTYCHEM PRODUCTS: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: SpecialtyChem Products Corporation
        dba SpecialtyChem
        dba ChemDesign
        2 Stanton Street
        Marinette, Wisconsin 54143

Bankruptcy Case No.: 06-23131

Type of Business: The Debtor is a custom manufacturer of various
                  fine organic chemicals for paper products,
                  electronics, agricultural products and other
                  materials.

Chapter 11 Petition Date: June 12, 2006

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Christopher J. Stroebel, Esq.
                  Timothy F. Nixon, Esq.
                  LaFollette Godfrey & Kahn, S.C.
                  P.O. Box 13067
                  Green Bay, Wisconsin 54307-3067
                  Tel: (920) 436-9300
                  Fax: (920) 436-7988

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Eastman Kodak Company            Trade Debt            $696,576
343 State Street
Rochester, NY 14650

Onyx Environmental Services LLC  Trade Debt            $420,531
Department 73709
Chicago, IL 60673-7709

JLM Chemicals                    Trade Debt            $270,415
867 Hidden River Parkway
Tampa, FL 33637

Hydrite Chemical Co.             Trade Debt            $242,218
191 West 28th Avenue
P.O. Box 2763
Oshkosh, WI 54903

Georgia Gulf Chemicals and       Trade Debt            $236,979
Vinyls LLC
26199 Highway 405
P.O. Box 629
Plaquemine, LA 70764

Enerfab Inc.                     Judgment              $148,267

Safety Kleen Systems, Inc.       Trade Debt            $138,467

Airgas North Central             Trade Debt            $123,435

Brenntag Great Lakes LLC         Trade Debt            $112,476

Borregaard Synthesis             Trade Debt            $109,855

Dow Chemical Company             Trade Debt             $87,400

Houghton Chemical Corp.          Trade Debt             $73,929

Waste Management of              Trade Debt             $70,075
Central Wisconsin

Eastman Chemical Company         Trade Debt             $69,338

Pollution Control                Trade Debt             $59,763
Industries Inc.

Air Products & Chemicals Inc.    Trade Debt             $55,711

SF Chem. Inc.                    Trade Debt             $48,384

United Rail Service, Inc.        Trade Debt             $47,588

FMC Lithium Inc.                 Trade Debt             $37,471

Wisconsin Public Service Corp.   Utilities              $36,780


SPECTRUM BRANDS: Bank Facility Revision Cues S&P to Hold B- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Spectrum Brands Inc., including the 'B-' corporate credit rating.

At the same time, the ratings were removed from CreditWatch, where
they were placed with negative implications April 6, 2006,
following the company's substantially lowered earnings guidance
for the second quarter.  The rating outlook is negative.

Approximately $2.3 billion of debt is affected by this action.

"The ratings affirmation is based on the company's successful
amendment of its bank facility, which provides further covenant
relief as Spectrum continues to focus on stabilizing its
operations," said Standard & Poor's credit analyst Patrick
Jeffrey.  "However, the revised covenants are expected to result
in some tightness in the near term, and step-up provisions will
require the company to begin to stabilize its operations over the
next few quarters to avoid further covenant violations."

Spectrum Brands has amended its bank facility twice since December
2005 as a result of poor operating performance.

"The ratings could be lowered in the near term if the company's
liquidity further weakens as a result of its operating
challenges," noted Mr. Jeffrey.

The ratings on Atlanta, Georgia-based Spectrum Brands reflect:

   * the company's poor operating performance over the past year
     (which has affected its liquidity);

   * high leverage; and

   * very aggressive acquisition history.

These risks are offset somewhat by the company's leading market
positions in many of its business segments.


STRIKEFORCE TECH: Massella & Associates Raises Going Concern Doubt
------------------------------------------------------------------
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Strikeforce Technologies, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring losses from
operations, di minimis revenues and working capital deficiency.

The Company reported a $5,174,926 net loss on $30,532 of revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $2,763,814 in
total assets and $4,659,291 in total liabilities, resulting in a
$1,895,477 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $618,345 in total current assets available to pay $1,136,880
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?b5e

                       About Strikeforce

StrikeForce Technologies Inc. -- http://www.sftnj.com/-- provides  
total identity assurance solutions to both industry and
government.  Its main product is ProtectID(TM) -- a "hack proof"
authentication solution that guards both businesses and consumers
from phishing, keylogging, malware, spyware and other identity
attacks and scams.


TITANIUM METALS: Earns $58.8 Million in Quarter Ended March 31
--------------------------------------------------------------
Titanium Metals Corporation earned $58.8 million of net income on
$286.9 million of revenues for the three months ended March 31,
2006, compared to $41.4 million of net income on $155.2 million of
revenues for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $989.9
million in total assets and $334.5 million in total liabilities.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?b61

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal  
products.

                         *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TNT RESOURCE: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TNT Resource Development Inc.
        aka TNT Resources Inc.
        145 Milligan Road
        Laguna Beach, California 92651

Bankruptcy Case No.: 06-10900

Chapter 11 Petition Date: June 14, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Todd C. Ringstad, Esq.
                  Ringstad & Sanders LLP
                  2030 Main Street, Suite 1200
                  Irvine, California 92614
                  Tel: (949) 851-7450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Michael Zavala                    Lawsuit Pending       $605,490
c/o Robert V. McMahon, Esq.
401 Glenneyre Street, Suite E
Laguna Beach, CA 92651

Internal Revenue Service          Taxes                  $91,850
Mail Stop 5107/Saul Hernandez
24000 Avila Road
Laguna Niguel, CA 92677

Eddy Marin                        Unsecured Note         $20,000
9917 Walker Street
Cypress, CA 90630

Employee Development Department   Taxes                  $16,000

American Contractors Indemnity    Trade Debt             $11,676

Morris Stone                      Trade Debt              $2,000

Canyon Lake Property Owners       Judgment                $1,777

Interiors by Joann                Trade Debt                $850

Schmid Insulation                 Trade Debt                $800

Northgate Market                  Trade Debt                $583

Panorama Homeowners               Judgment                  $202


TRANS-ACTION: Court Dismisses Ch. 11 Case After Plan was Filed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
Trans-Action Equity Investors III, Co.'s chapter 11 case on
June 8, 2006, a day after the Debtor filed its plan of
reorganization.

Beal Bank SSB sought the dismissal, alleging bad faith on the part
of the Debtor over a failed single asset real estate apartment in
Colorado Springs.  The Debtor was involved in more than nine years
of litigation on the matter.  The Debtor owes Beal Bank over
$28 million pursuant to promissory notes.  The notes are secured
by deeds of trust encumbering the apartment project.

Donald D. Allen, Esq., at Block Markus & Williams LLC, pointed out
that the Debtor chose to file the bankruptcy case the day before
Beal Bank's foreclosure was to occur.  He explains that the Debtor
chose to file the bankruptcy case only after Beal Bank had finally
obtained a decree of foreclosure, after more than nine years of
litigation..

According to Mr. Allen, the Debtor has no significant creditors
other than the Bank.  Mr. Allen argued that the Debtor's schedules
are inaccurate because they list unsecured debts that are not owed
and they list creditors that have no claim against the Debtor.

Mr. Allen contended that there is little likelihood of
rehabilitation of the Debtor and claimed that the Debtor is using
bankruptcy as a vehicle to resolve disputes solely between the
Debtor and Beal Bank as its sole creditor.  The Debtor will be
unable to effectuate confirmation of a plan, Mr. Allen argued.

Mr. Allen added that the Debtor is insolvent and is unlikely to be
able to pay its sole secured creditor, Beal Bank.

The Debtor had proposed under its chapter 11 plan to pay the Bank
within 90 days of the plan's effective date.  The Debtor's
corporate General Partner sought and obtained an appraisal, which
places the maximum non-discounted fair market value of Beal's
collateral at a maximum of $6,463,528.64 as of June 2006.

Headquartered in Colorado Springs, Colorado, Trans-Action Equity
Investors III, Co. develops real estate and maintains apartments.  
The Debtor filed for chapter 11 protection on April 18, 2006
(Bankr. D. Col. Case No. 06-11886).  Robert M. Duitch, Esq., at
Robert M. Duitch, P.c., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
their creditors, they listed $5,613,120 in assets and $28,333,020
in debts.


US AIRWAYS: Executives Plan to Exercise Options and Sell Stock
--------------------------------------------------------------
Several of US Airways Group, Inc.'s (NYSE: LCC) executive officers
have previously adopted pre-arranged stock trading programs to
facilitate the exercise of options and the sale of holdings in the
company's stock.  The company's securities trading policy permits
the enactment of pre-determined plans for trades of specified
amounts of company stock in accordance with Rule 10b5-1 of the
Securities Exchange Act of 1934.

Executives previously adopting 10b5-1 plans include Chairman,
President and Chief Executive Officer Doug Parker; Executive Vice
President Sales and Marketing Scott Kirby; Executive Vice
President and Chief Administration Officer Jeff McClelland; Senior
Vice President, Public Affairs C.A. Howlett; Senior Vice President
and Chief Financial Officer Derek Kerr, and Senior Vice President
and General Counsel Jim Walsh.

As part of their 10b5-1 plans, on June 12, Kirby, McClelland, Kerr
and Walsh exercised and sold 261,112 of their combined 750,883
vested options and vested restricted stock.  The officers have
elected to sell their stock as part of each individual's long-term
strategy for asset diversification.  Sales pursuant to these plans
are reported to the Securities and Exchange Commission as required
by law.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.


VENTURE HOLDINGS: Chapter 7 Trustee Hires Akin Gump as Co-Counsel
-----------------------------------------------------------------
Stuart A. Gold, the Chapter 7 Trustee overseeing the liquidation
of Venture Holdings Company, LLC, and its debtor-affiliates,
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan to retain Akin Gump Strauss Hauer & Feld LLP
as his co-counsel for special purposes.

Prior to the Debtors' chapter 7 conversion, Akin Gump served as
co-counsel for the Official Committee of the Unsecured Creditors.

Akin Gump is expected to:

   a) represent the Trustee with respect to the designated
      Committee actions;

   b) respond to inquiries from the Trustee regarding the
      designated Committee Actions; and

   c) handle any specific tasks that the Trustee required.

Fred S. Hodara, Esq., and John Karaczynski, Esq., are the primary
partners designated to provide services to the Trustee.  They will
bill at $795 and $600 per hour for their work, respectively.

Mr. Hodara discloses that the Firm's other professionals bill:

        Designation                     Hourly Rate
        -----------                     -----------
        Partners                        $420 - $895
        Special Counsel and Counsel     $300 - $735
        Associates                      $235 - $475
        Paraprofessionals                $65 - $225

Akin Gump is authorized to withdraw as co-counsel for the Trustee
if there is no reasonable prospect of payment for the Firm's legal
services.

Mr. Hodara assures the Court that his firm does not represent or
hold any interest adverse to the Debtors or their estates.

                      About Venture Holdings

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  Venture's prepetition lenders
acquired Venture's assets during the chapter 11 proceeding.  John
A. Simon, Esq., at Foley & Lardner LLP represents the Debtors.
On Jan. 17, 2006, the Court converted the Debtors' chapter 11
cases to chapter 7 liquidation.  Stuart A. Gold was appointed as
the chapter 7 Trustee for the Debtors' estates.


VERITAS CLO: Moody's Puts Ba2 Rating on $9.5MM Class E Notes
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Veritas CLO II, Ltd:

   * Aaa to $30,000,000 Class A-1R First Priority Senior
     Secured Revolving Notes Due 2021,

   * Aaa to $196,600,000 Class A-1T First Priority Senior
     Secured Floating Rate Notes Due 2021,

   * Aaa to $25,200,000 Class A-2 Second Priority Senior
     Secured Floating Rate Notes Due 2021,

   * Aa2 to $15,200,000 Class B Third Priority Senior
     Secured Floating Rate Notes Due 2021,

   * A2 to $20,600,000 Class C Fourth Priority Mezzanine
     Secured Floating Rate Deferrable Interest Notes Due 2021,   

   * Baa2 to $10,500,000 Class D Fifth Priority Mezzanine
     Secured Floating Rate Deferrable Interest Notes Due 2021 and

   * Ba2 to $9,500,000 Class E Sixth Priority Mezzanine
     Secured Floating Rate Deferrable Interest Notes Due 2021.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of loans due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

Rabobank International will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


VITESSE CLO: Moody's Puts Rating on $17MM Class B-2L Notes at Ba3
-----------------------------------------------------------------
Moody's announces assigned ratings to notes issued by Vitesse CLO
Ltd.

Moody's Ratings:

   * Aaa to the $80,000,000 Class A-1LR Floating Rate
     Revolving Notes Due August 17, 2020;

   * Aaa to the $374,000,000 Class A-1L Floating Rate Notes
     Due August 17, 2020;

   * Aa2 to the $28,000,000 Class A-2L Floating Rate Notes
     Due August 17, 2020;

   * A2 to the $41,000,000 Class A-3L Floating Rate Notes Due
     August 17, 2020;

   * Baa3 to the $25,000,000 Class B-1L Floating Rate Notes
     Due August 17, 2020; and

   * Ba3 to the $17,000,000 Class B-2L Floating Rate Notes
     Due August 17, 2020.

TCW Advisors, Inc will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


VULCAN ENERGY: Pacific Merger Prompts S&P to Affirm BB Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on master limited partnership Plains All American
Pipeline L.P. and its 'BB' corporate credit rating on affiliate
Vulcan Energy Corp. following the announcement that Plains intends
to purchase Long Beach, Calif.-based MLP Pacific Energy Partners
L.P. for about $2.4 billion.

Standard & Poor's also placed its 'BB' corporate credit rating on
Pacific Energy and its 'B-' corporate credit rating on the owner
of its general partner, LB Pacific L.P., on CreditWatch with
positive implications to reflect the prospect of merging into the
higher-rated Plains.

The outlook for Plains and Vulcan is negative.  Plains, based in
Houston, Texas, has about $1.8 billion of debt.

"The proposed transaction could mildly increase Plains' risk
profile despite the support of a significant amount of equity and
the addition of steady, fee-based cash flows from Pacific Energy's
established set of pipeline and storage assets," said Standard &
Poor's credit analyst Todd Shipman.

"More importantly, Plains must successfully manage the cost
savings and the large, growth-related capital program that provide
the basis for the purchase of Pacific Energy to maintain its
ratings," said Mr. Shipman.


WARNER CHILCOTT: Initial Public Offering Spurs S&P's CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Warner
Chilcott Corp., including the 'B' corporate credit rating, on
CreditWatch with positive implications.  The CreditWatch placement
is in response to Warner Chilcott's plans for an initial public
offering, in which the specialty pharmaceutical company is
expected to sell $1 billion in equity.

Warner Chilcott has a diverse product portfolio, with a solid
position in the women's health market, focusing on branded oral
contraceptives and hormone replacement therapies.  The company is
also building a dermatology franchise.

However, Warner Chilcott has been aggressive in conducting debt-
financed product acquisitions.  The company has more than $2.2
billion in debt, and debt to EBITDA, estimated at more than 6x, is
very weak for the rating.

"The capital influx from the announced IPO will enable the company
to significantly de-lever," said Standard & Poor's credit analyst
Arthur Wong.  "A rating upgrade in the near term is dependent on
the successful reduction of debt and the continued strength of the
product pipeline."


WEIGHT WATCHERS: S&P Rates $850 Mil. Sr. Sec. Bank Facility at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Weight Watchers International Inc.'s $850 million
senior secured bank facility due in 2011.

The loan consists of:

   * a $500 million revolving credit facility; and
   * a $350 million term loan A.

The facility is rated 'BB+' (one notch higher than the 'BB'
corporate credit rating on Weight Watchers) with a recovery rating
of '1', indicating a high expectation for full recovery of
principal in the event of a payment default.  Net proceeds from
the credit facility will be used to refinance the company's
existing $650 million senior secured credit facility.

The ratings on this existing facility will be withdrawn upon the
execution of the new facility.  The new loan is secured by
substantially all of the borrower's assets and guaranteed by its
domestic operating subsidiaries.  Financial covenants include a
minimum interest coverage ratio of 3.0x and a maximum net leverage
ratio of 3.0x.

Standard & Poor's also affirmed its current ratings on the
commercial weight-loss service provider, including the 'BB'
corporate credit rating.  The rating outlook is positive.

On a consolidated basis, New York, New York-based WWI had about
$672.5 million of total debt outstanding at April 1, 2006.

"The ratings on WWI reflect the company's narrow business focus,
its participation in the highly competitive weight-loss industry,
and its considerable debt levels," said Standard & Poor's credit
analyst Mark Salierno.  "These factors are somewhat mitigated by
the company's leading market position, its well recognized brand
name, geographic diversity, predictable cash flows, and favorable
demographic trends."

On a consolidated basis, pro forma for the additional debt and
interest expense relating to the WW.com acquisition and adjusted
for operating lease obligations, EBITDA interest coverage is
estimated by Standard & Poor's to be in the 10x area, total debt
to EBITDA at about 2x, and funds from operations to total debt in
the 35%-40% range.

Standard & Poor's expects the company to continue to apply its
strong cash flows to debt reduction, and to restore consolidated
credit protection measures close to pre-acquisition levels through
continued earnings growth and debt reduction.


WERNER LADDER: Organizational Meeting Scheduled for June 22
-----------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Werner
Holding Co. (DE), Inc., aka Werner Ladder Company, and its debtor-
affiliates' chapter 11 cases at 1:00 p.m., on June 22, 2006,
at the Doubletree Hotel, 700 King Street, Hagley Room in
Wilmington, Delaware.

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

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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 that the
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 Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes  
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors hhave retained Rothschild
Inc. as their financial advisor and invesement banker while
Loughlin Meghji & Company serves as the Debtors' restructuring
consultants.  At March 31, 2006, the Debtors reported total assets
of $201,042,000 and total debts of $473,447,000.


WORLDCOM INC: Argues Seinfeld Lacks Standing to Pursue Claim
------------------------------------------------------------
WorldCom, Inc. and its debtor-affiliates oppose Frank David
Seinfeld's motion to prosecute a prepetition shareholder
derivative action on their behalf.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, in
Washington, DC, argues that Mr. Seinfeld lacks standing to pursue
a stockholder derivative action for three reasons:

   (1) Pursuant to Sections 1141(b) and 541(a)(1) of the
       Bankruptcy Code and the Debtors' Plan of Reorganization,
       the right to pursue claims on behalf of WorldCom belongs
       solely to the Reorganized Debtors, and not to former
       WorldCom shareholders like Mr. Seinfeld;

   (2) The Plan's injunction provisions preclude Mr. Seinfeld
       from continuing the derivative action; and

   (3) Any claim Mr. Seinfeld possessed as a WorldCom shareholder
       was released in the class action settlement approved by
       Judge Cote in the WorldCom Securities Litigation.

Mr. Seinfeld's prosecution of a derivative action would interfere
with the implementation of the Plan, Mr. Strochak asserts.

Moreover, Mr. Seinfeld filed a Proof of Claim and Release form in
connection with the class action settlement in the WorldCom
Securities Litigation.  Mr. Strochak contends that by signing the
Proof of Claim and Release, Mr. Seinfeld certified that:

   -- he was a class member;

   -- he had read and understood the contents of the Proof of
      Claim and Release;

   -- he had not filed a request to be excluded from the class;
      and

   -- he agreed to participate in the settlement of the class
      action.

Mr. Strochak emphasizes that Seinfeld raised no objection to
Judge Cote's approval of the WorldCom Securities Litigation
settlement.

                         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
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 119; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORLDCOM: Says It Obtained Licensing Rights to Use HUB Program
--------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates entered into a Master
Software License & Services Agreement with Hansen Corporation Pty
Limited, whereby the Debtors paid Hansen $1,500,000, for a
perpetual license to use its Hansen Universal Billing software.  
The Debtors paid Hansen an additional $10,000,000, to develop
customized software called Customer Management System.

On Jan. 21, 2003, Hansen filed Claim No. 15798, seeking
$1,500,000.  Hansen alleged that the Debtors used Hansen's
proprietary software outside the scope of uses permitted under
the License Agreement.

Sometime after Sept. 20, 2000, the Debtors permitted at least
two other entities, Concert Communications Company and Bell
Canada, to use the HUB Software outside the United States of
America.  The Debtors contended that Concert and Bell Canada's use
of the HUB Software has been limited to the "thin-client" portion
of the HUB Software.  In addition, the Debtors assert that the use
was expressly permitted since they exclusively own CMS and can
permit Concert and Bell Canada to use it.

The Debtors then asked the U.S. Bankruptcy Court for the District
of New York for a summary judgment against Hansen and disallow
Claim No. 15798.

Hansen argued that there is no clause in the License Agreement
that authorizes any third party to use Hansen's proprietary HUB
software outside the United States.

                         Debtors Respond

Teresa L. Clark, Esq., at Stinson, Morrison & Hecker LLP, in
Kansas, Missouri, asserts that under the Master Software License
& Services Agreement, the Debtors obtained non-exclusive, fully
paid-up, nontransferable, perpetual licensing rights to use the
HUB program in the manner permitted under the Agreement.

Ms. Clark maintains that the Debtors did not:

   -- sublicense the HUB software to Bell Canada or Concert
      Communications Company; and

   -- transfer or assign to Bell Canada or Concert the license to
      use the HUB software.

Ms. Clark argues that Hansen Corporation's Claim No. 15798 should
be disallowed because:

   -- there is no dispute of material fact;

   -- the unambiguous terms of the Agreement permitted the
      Debtors to allow Bell Canada and Concert to use CMS without
      paying an additional charge to Hansen; and

   -- the Agreement permitted Bell Canada and Concert to access
      CMS from their own premises on a thin-client basis.

Hansen failed to submit any affidavit or other evidence actually
challenging the Debtors' stated facts, Ms. Clark notes.

The CMS system and any remaining vestiges of the HUB software
were installed and used on a server located in the United States
and were never installed and used on a server located outside the
United States, Ms. Clark maintains.  There is no evidence that
the Debtors sublicensed, transferred or assigned the HUB
software, and in fact, it did not do so.

Accordingly, the Debtors ask the Court to disallow Claim
No. 15798.

                         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 Oct. 31,
2003, and on Apr. 20, 2004, the company formally emerged from U.S.
Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 119; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM: Seeks Summary Judgment on Access & Division 1's Claim
---------------------------------------------------------------
On January 14, 2003, Access All American L.L.C. and Division 1
Marketing L.C. filed Claim No. 10875, asserting an unsecured
claim against WorldCom, Inc., and its debtor-affiliates in an
indeterminate amount.

On October 5, 1998, Access All American and Total Communications
Services, Inc., entered into a resale agreement.  Mark Iba, Esq.,
at Stinson, Morrison & Hecker LLP, in Kansas City, Missouri,
tells the the U.S. Bankruptcy Court for the District of New York
that during the same period, Access All American attempted to
enter into a contract with the Debtors to provide certain
telecommunication and related services, which it intended
for TCSI to resell.

However, the Debtors never reached an agreement with Access All
American, Mr. Iba informs the Court.  The Debtors refused to do
business with Access All American because of its inability to
obtain a line of credit attesting to the financial stability of
the company.

TCSI learned that Access All American did not have a
telecommunications agreement with the Debtors.  TCSI then
repudiated its Resale Agreement with Access All American.

Access All American also entered into a Confidentiality Agreement
with the Debtors in August 1998, in order not to discuss whether
the Debtors would be interested in providing telecommunication
services.  On October 29, 1998, Access All American amended the
Confidentiality Agreement, providing that Access All American
will not to assert any claims against the Debtors or demand any
compensation arising out of its efforts to do business with TCSI.

On the other hand, Division 1 Marketing contends that the Debtors
breached an agreement to pay it a 5% commission on certain long
distance services the Debtors allegedly sold to TCSI.

Accordingly, the Debtors seek summary judgment against Access All
American and Division 1 Marketing on Claim No. 10875.

Mr. Iba argues that Access All American's claims fail as a matter
of law for four reasons:

   1. Access All American's claims are contractually barred
      because it executed a covenant not to sue the Debtors;

   2. Access All American and the Debtors did not enter into a
      contract for the sale of telecommunication services;

   3. Access All American has failed to provide any evidence,
      demonstrating that the Debtors interfered with its
      contractual relationships or business expectancies; and

   4. Access All American's claims for interference with
      contractual relationships or business expectancies are
      time-barred under New York's three-year statute of
      limitations.

Similarly, Mr. Iba asserts that Division 1 Marketing's claim
fails as a matter of law because there is no evidence of:

   -- any contractual agreement between Division 1 Marketing and
      the Debtors; and

   -- any damages it sustained as a result of the Debtors'
      conduct.

                         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
Oct. 31, 2003, and on Apr. 20, 2004, the company formally emerged
from U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy
News, Issue No. 119; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


* Guicho Pons Joins A&M Real Estate Advisory Services as Director
-----------------------------------------------------------------
Alvarez & Marsal Real Estate Advisory Services, LLC, disclosed
that Mauricio "Guicho" Pons, an experienced hospitality, tourism
and real estate industry professional with domestic and
international experience, has joined the firm as director.  He is
based in Dallas and will be a leader in the hospitality and Latin
America practice areas.

Mr. Pons brings substantial domestic and international experience,
and specializes in advising a variety of hospitality properties
including hotels, mixed-use resort developments, hotel
condominiums, interval ownership, all-inclusive resorts, and
marinas.  He also has significant experience with residential,
commercial and industrial projects in the US and Latin America.

"Since forming A&M Real Estate Advisory Services nearly three
years ago, we have attracted a highly sophisticated team of
professionals with deep and diverse backgrounds," said Chuck
Bedsole, managing director and head of the hospitality and Latin
America practices for Alvarez & Marsal Real Estate Advisory
Services.  "Guicho's broad experience working with scores of
hospitality and leisure companies strengthens our impressive
roster of talent and industry-specific expertise.   In addition,
his extensive experience in the field of mergers and acquisitions
and transaction support is an ideal complement to the
restructuring practice we have established."  

Prior to joining A&M, Mr. Pons was responsible for the merger and
acquisition activities in the Americas for Regus PLC, where his
responsibilities included the due diligence, contract and deal
negotiation, and post closing implementation and transitioning of
the acquisitions.  He also served as a manager in the transaction
advisory services group of PricewaterhouseCoopers, and began his
career in the real estate audit group at Ernst & Young.

Mr. Pons earned his bachelor's degree in accounting and finance
from Texas A&M University.  He serves as an executive board member
of the Dallas Center for Contemporary Art, and is fluent in
Spanish.

                        About A&M Real Estate

Alvarez & Marsal Real Estate Advisory Services, LLC advises
owners, investors, lenders, and users of real estate throughout
the real estate lifecycle.  Alvarez & Marsal Real Estate Advisory
Services professionals align their interests with those of their
clients, and are committed to providing senior-level attention,
the right resources, objective advice and flawless execution to
every engagement.  Alvarez & Marsal Real Estate Advisory services
include: Restructuring Advisory, Litigation Advisory, Strategy and
Operations Consulting, Corporate Finance, Transaction Advisory,
Public Sector Advisory, Hospitality Advisory, and Latin America
Advisory.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re PoolsUSA, Inc.
   Bankr. N.D. Tex. Case No. 06-32321
      Chapter 11 Petition filed June 6, 2006
         See http://bankrupt.com/misc/txnb06-32321.pdf

In re El Paso Fairview Foods, Inc.
   Bankr. W.D. Tex. Case No. 06-30570
      Chapter 11 Petition filed June 7, 2006
         See http://bankrupt.com/misc/txwb06-30570.pdf

In re Family Buffett, Inc.
   Bankr. S.D. Ind. Case No. 06-02953
      Chapter 11 Petition filed June 7, 2006
         See http://bankrupt.com/misc/insb06-02953.pdf

In re Foundation of Faith Ministeries, Inc.
   Bankr. N.D. Fla. Case No. 06-40221
      Chapter 11 Petition filed June 8, 2006
         See http://bankrupt.com/misc/flnb06-40221.pdf

In re Global Grounds Greenery, LLC
   Bankr. D. Ariz. Case No. 06-01701
      Chapter 11 Petition filed June 8, 2006
         See http://bankrupt.com/misc/azb06-01701.pdf

In re The Ranch Owners Association
   Bankr. D. Ariz. Case No. 06-01705
      Chapter 11 Petition filed June 8, 2006
         See http://bankrupt.com/misc/azb06-01705.pdf

In re Jay Adam Cambra
   Bankr. D. Hawaii Case No. 06-00367
      Chapter 11 Petition filed June 9, 2006
         See http://bankrupt.com/misc/hib06-00367.pdf

In re Mather Properties I, LLC
   Bankr. D. Mass. Case No. 06-40977
      Chapter 11 Petition filed June 9, 2006
         See http://bankrupt.com/misc/mab06-40977.pdf

In re Plant Haus, Inc.
   Bankr. W.D. Mich. Case No. 06-02659
      Chapter 11 Petition filed June 9, 2006
         See http://bankrupt.com/misc/miwb06-02659.pdf

In re Wet Pets and Friends, Inc.
   Bankr. N.D. Ill. Case No. 06-06698
      Chapter 11 Petition filed June 9, 2006
         See http://bankrupt.com/misc/ilnb06-06698.pdf

In re LTC, Inc.
   Bankr. S.D.N.Y. Case No. 06-35576
      Chapter 11 Petition filed June 12, 2006
         See http://bankrupt.com/misc/nysb06-35576.pdf

In re Bleeker Bros Inc.
   Bankr. C.D. Calif. Case No. 06-12555
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/cacb06-12555.pdf

In re Dorothy Beam Limited, LLC
   Bankr. D. N.H. Case No. 06-10648
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/nhb06-10648.pdf

In re Inman Inc.
   Bankr. M.D. Fla. Case No. 06-01376
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/flmb06-01376.pdf

In re Law Offices of Travis R. Phillips, P.C.
   Bankr. W.D. Tex. Case No. 06-10913
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/txwb06-10913.pdf

In re Stuart Francis Andrews, Jr.
   Bankr. M.D. Tenn. Case No. 06-02889
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/tnmb06-02889.pdf

In re Studio B Architects, Inc.
   Bankr. E.D. Mich. Case No. 06-47509
      Chapter 11 Petition filed June 13, 2006
         See http://bankrupt.com/misc/mieb06-47509.pdf

                             *********

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 G.
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.

                    *** End of Transmission ***