TCR_Public/060704.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 4, 2006, Vol. 10, No. 157

                             Headlines

ACE SECURITIES: Moody's Puts Low-B Ratings on Two Cert. Classes
ACURA PHARMACEUTICALS: Secures $335,000 Bridge Funding
AEROTECH MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
ARCH CAPITAL: S&P Assigns Preliminary BB+ Rating on Pref. Stock
ASARCO LLC: Sets Up Asbestos Claims Resolution Process & Schedule

ASARCO LLC: Wants to Assume Bank of America Equipment Lease
ASSOCIATED MATERIALS: Earns $100,000 in Quarter Ended April 1
BANKRUPTCY MGT: Moody's Assigns B2 Corporate Family Rating
BELDEN & BLAKE: Earns $5.3 Million in Quarter Ended March 31
BLS COMMS: Case Summary & 20 Largest Unsecured Creditors

BOMBARDIER CAPITAL: S&P Puts Two Cert. Classes' Ratings on Default
CA INC: Board Approves New $2 Bil. Common Stock Repurchase Plan
CA INC: Fitch Downgrades Senior Unsecured Debt Ratings to BB+
CA INC: Delayed Financials Prompts Moody's to Put Low-B Rating
CABLEVISION SYSTEMS: DBRS Holds Low-B Ratings on Senior Notes

CALPINE CORP: Rosetta Protects Legal Position in Gas & Oil Leases
CATHOLIC CHURCH: Claimants Assert Sexual Abuse Claim in Portland
CATHOLIC CHURCH: Portland Reacts to LECG Estimation Report
CCM MERGER: Moody's Confirms Corporate Family Rating at B1
CITGO PETROLEUM: Turns to JPMorgan for Aid in Pipeline Sale

CITIZENS COMMS: To Shoulder 60% of Penobscot River Clean Up Costs
CLINICA DE MEDICINA: Case Summary & 13 Largest Unsecured Creditors
COMVERSE TECHNOLOGY: Granted Continued Listing By Nasdaq Panel
CONGOLEUM CORP: Disclosure Hearings Adjourned to August 7
CSC HOLDINGS: S&P Affirms $5.5 Billion Bank Facilities' BB Rating

CWALT INC: Fitch Rates Class B-3 & B-4 Certificates at Low-B
CYBER DEFENSE: Files Amended Financial Statements for 2005
DELPHI CORP: Equity Panel Identifies Flaw in Notice Procedures
DELPHI CORP: Reports on Claim Transfers Made Through March 31
DELUXE CORP: S&P Lowers Corporate Credit Rating One Notch to BB+

DETROIT MEDICAL: Good Results Cues S&P to Affirm Bonds' BB- Rating
DJZ INC: Case Summary & 20 Largest Unsecured Creditors
DOCTORS MARKETING: Case Summary & Six Largest Unsecured Creditors
EASTMAN KODAK: Shutting Down Kirkby, England Manufacturing Plant
EASTMAN KODAK: Withdraws Operations in Chalon-sur-Saone, France

ENRON CORP: Court Defers Ruling on JP Morgan Subrogation Request
ENRON: Silicon Valley & Valley Electric to Pay $50 Mil. Settlement
ENRON CORP: Ct. Dismisses Sparger Suit Seeking Termination Payment
EXIDE TECHNOLOGIES: Posts $76MM Net Loss in 2006 Fiscal 4th Qtr.
FEDERAL-MOGUL: Panel Taps Jefferies as Advisor Under Modified Pact

FOAMEX INTERNATIONAL: Wants Thurmo-Sleep Settlement Pact Approved
FOAMEX INTERNATIONAL: Taps SSI Inc. as Exec. Search Consultant
FONIX CORPORATION: March 31 Working Capital Deficit Tops $21MM
HERBALIFE INT'L: Leverage Decline Cues Moody's to Upgrade Ratings
HERBALIFE INT'L: S&P Raises Corporate Credit Rating to BB+ from BB

HERTZ CORP: S&P Puts Synthetic Securities' Ratings on Neg. Watch
HILLMAN GROUP: S&P Assigns B Corp. Credit Rating With Neg. Outlook
ILINC COMMS: Auditors Remove Going Concern Doubt in Audit Opinion
LA PETITE: Intends to Explore Refinancing of 10% Senior Notes
LARGE SCALE: Court Approves Amended Disclosure Statement

MADGE MCGAUGHEY: Voluntary Chapter 11 Case Summary
MAGELLAN HEALTH: Paying $210 Million for ICORE Healthcare Assets
MANITOWOC COMPANY: Revises Second Quarter 2006 Earnings Guidance
MARKWEST ENERGY: S&P Rates Proposed $200 Mil. Sr. Notes Issue at B
MCMILLIN COS: S&P Removes Ratings from Negative Watch

MEDQUEST INC: Revenue Reduction Cues Moody's to Junk Ratings
MERIDIAN AUTOMOTIVE: Court Approves Hilco Appraisal's Retention
MERIDIAN AUTOMOTIVE: Expansion of BDO Seidman's Scope of Work OK'd
MESABA AVIATION: Court Approves Deloitte as Tax Advisors
MORGAN STANLEY: S&P Places Class H & J Cert.'s Ratings on Default

NEXTEL PARTNERS: S&P Raises Unsecured Debt Rating to A- from BB-
NORTHWOOD PROPERTIES: Claim Trading Objections Rejected by Court
NTL CABLE: Fitch Holds Debts' Low-B Ratings on Negative Watch
ORMET CORP: Inks Tentative Agreements with United Steelworkers
O'SULLIVAN INDUSTRIES: To Close Virginia Manufacturing Facility

OVERSEAS SHIPHOLDING: Selling Old Vessels for $168 Million
PARKWAY HOSPITAL: Committee Hires Alston & Bird as Bankr. Counsel
PASADENA REHAB: Case Summary & Three Largest Unsecured Creditors
PATRICIA GILROY: Involuntary Chapter 11 Case Summary
PTC ALLIANCE: Court Okays Houlihan Lokey as Financial Advisor

QUALITY DISTRIBUTION: Moody's Lifts Corp. Family Rating to B3
RESI FINANCE: S&P Assigns Low-B Ratings to Five Debt Classes
SAINT VINCENTS: Taps Mintz Levin as Govt. Contract Administrator
SAINT VINCENTS: Tort Panel Hires Kronish Lieb as Counsel
SAINT VINCENTS: Gilbert Heintz to Serve as Tort Panel's Consultant

SLATER DEV'T: Shareholders Approve Liquidation & Dissolution Plan
SPECTRE GAMING: Restatement Raises Accumulated Deficit by $3.4MM
SPIRIT AERO: Equity Offering Cues Moody's to Review Ratings
STANDARD PACIFIC: S&P Affirms BB Rating & Alters Outlook to Stable
STATION CASINOS: Amends Bank of America & Wells Fargo Debt Deal

STATION CASINOS: Loan Amendment Cues Moody's to Lower Ratings
TELEX COMMS: Robert Bosch Merger Cues S&P to Watch B Rating
TENET HEALTHCARE: Fitch Affirms Issuer Default & Debt's B- Ratings
THERMAL NORTH: Moody's Holds Ba3 Ratings on $312 Million Loan
TOWER AUTOMOTIVE: Inks Sixth Amendment to DIP Credit Agreement

TOWER AUTOMOTIVE: Has Until August 26 to File Chapter 11 Plan
TRC COMPANIES: Posts $8 Mil. Net Loss in Year Ended June 30, 2005
TYRONE LUINES: Case Summary & Eight Largest Unsecured Creditors
UNITED INVESTORS: March 31 Balance Sheet Upside Down by $2.2 Mil.
UNIVISION COMMS: S&P Cuts Corp. Credit & Sr. Notes Ratings to BB-

USA COMMERCIAL: Wants to Employ Hilco as Real Estate Appraiser
USA COMMERCIAL: Committee Taps Lewis and Roca as Counsel
VALENTIS INC: Incurs $4.8 Million Net Loss in Third Quarter
VICKERY-FAIRWAYS: Voluntary Chapter 11 Case Summary
VILLAJE DEL RIO: Files Disclosure Statement in W.D. Texas

VOLT INFORMATION: Fitch Upgrades Issuer Default Rating to BB
WESTWIND GROUP: Trustee Hires R. Dean Johnson as Accountant
WINN-DIXIE: Classification & Treatment of Claims Under Ch. 11 Plan
WINN-DIXIE: Court Approves Bowdoin Square Claims Compromise Pact
WINN-DIXIE: Stay Lifted to Let Fifth Third Set Off $316,721 Debt

* Large Companies with Insolvent Balance Sheets

                             *********

ACE SECURITIES: Moody's Puts Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by ACE Securities Corp.  Home Equity Loan
Trust, Series 2006-HE3, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by Encore Credit Corp., Aegis
Mortgage Corporation, and First NLC Financial Services, LLC, and
various others originated adjustable-rate and fixed-rate subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 5.45%
to 5.95%.

Ocwen Loan Servicing, LLC will service the loans and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's assigned Ocwen
its servicer quality rating SQ2- as a primary servicer of subprime
loans.  Moody's has assigned Wells Fargo its top servicer quality
rating as a master servicer.

The complete rating actions:

ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE3,
Asset Backed Pass-Through Certificates

   * Cl. A-1, Assigned Aaa
   * Cl. A-2A, Assigned Aaa
   * Cl. A-2B, Assigned Aaa
   * Cl. A-2C, Assigned Aaa
   * Cl. A-2D, Assigned Aaa
   * Cl. M-1, Assigned Aa1
   * Cl. M-2, Assigned Aa2
   * Cl. M-3, Assigned Aa3
   * Cl. M-4, Assigned A1
   * Cl. M-5, Assigned A2
   * Cl. M-6, Assigned A3
   * Cl. M-7, Assigned Baa1
   * Cl. M-8, Assigned Baa2
   * Cl. M-9, Assigned Baa3
   * Cl. M-10, Assigned Ba1
   * Cl. M-11, Assigned Ba2


ACURA PHARMACEUTICALS: Secures $335,000 Bridge Funding
------------------------------------------------------
Acura Pharmaceuticals, Inc., secured gross proceeds of $335,000
under a term loan agreement with:

   * Essex Woodlands Health Ventures V, L.P.,
   * Care Capital Investments II, L.P.,
   * Care Capital Offshore Investments II, L.P.,
   * Galen Partners III, L.P.,
   * Galen Partners International III, L.P. and
   * Galen Employee Fund III, L.P.

The Loan matures on Sept. 1, 2006, bears an annual interest rate
of 10%, is secured by a lien on all assets of the Company and its
subsidiary, and is senior to all other Company debt.  The Loan
permits the funding of additional cash amounts subject to
agreement by the Company and the Bridge Lenders.  The Company said
there is no assurance that any additional funding will be advanced
under the terms of the Loan.

Including the Loan, the Company has a total of $5.2 million in
bridge loans outstanding and due on Sept. 1, 2006.

The Company will utilize the net proceeds from the Loan to
continue funding product development and licensing activities
relating to OxyADF(TM) tablets and other product candidates
utilizing its Aversion(R) Technology.

                      Cash Reserves Update

The Company estimates that its current cash reserves, including
the net proceeds from the Loan, will fund product development and
licensing activities through July 2006.  To continue operating
thereafter, the Company must raise additional financing or enter
into appropriate collaboration agreements with third parties
providing for cash payments to the Company.  In the absence of
additional financing or third-party collaborative agreements, the
Company will be required to scale back or terminate operations or
seek protection under applicable bankruptcy laws.

                   About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals, Inc.,
(OTCBB:ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative and proprietary abuse deterrent, abuse
resistant and tamper resistant formulations intended for use in
orally administered opioid-containing prescription analgesic
products. Acura is actively collaborating with contract research
organizations for laboratory and clinical evaluation and testing
of product candidates formulated with its Aversion(R) Technology.

                        Going Concern Doubt

BDO Seidman, LLP, expressed doubt about Acura Pharmaceuticals'
ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the Company's recurring losses from operations and net capital
deficiency at Dec. 31, 2005.

At March 31, 2006, the Company's balance sheet showed total assets
of $2 million and total debts of $9.4 million, resulting in
$7.3 million stockholders' deficit.


AEROTECH MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Aerotech Mechanical Contractors, Inc.
        574 McClurg Road
        Youngstown, Ohio 44512
        Tel: (330) 758-7251
        Fax: (330) 758-1812

Bankruptcy Case No.: 06-40955

Type of Business: The Debtor is a project contractor and provides
                  commercial & residential customers with complete
                  sales, service, and installation of quality
                  heating & air conditioning systems from Carrier.
                  The Debtor also fabricates sheet metal,
                  ductwork, and other custom metal items.
                  See http://www.aerotechheatingandcooling.com/

Chapter 11 Petition Date: June 30, 2006

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Melody Dugic Gazda, Esq.
                  Luckhart, Mumaw, Zellers & Robinson
                  3810 Starrs Centre Drive
                  Canfield, Ohio 44406
                  Tel: (330) 702-0780
                  Fax: (330) 702-0788

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                              Claim Amount
      ------                              ------------
      Refrigeration Sales Corp.               $525,557
      9450 Allen Drive
      Valley View, OH 44125

      Beaver Steel                            $138,600
      1200 Arch Street
      P.O. Box 111
      Carnegie, PA 15106

      DWB Property Management #1 LLC           $97,800
      574 McClurg Road
      Youngstown, OH 44512

      Air Control Products                     $81,025

      Demand Insulation                        $80,112

      Greenheck Fan                            $69,046

      McCrudden Heating Supply                 $66,911

      Freedom Steel                            $52,153

      DWB Property Management #3 LLC           $51,225

      Schroedel Sculling & Bestic LLC          $45,400

      Centrus Group, Inc.                      $44,919

      Fazio Mechanical Services                $43,335

      L. Calvin Jones & Company                $40,317

      Helicopter Transport                     $37,530

      United Refrigeration                     $30,244

      Johnson Controls                         $25,870

      George Hamilton                          $25,456

      All Crane & Equipment                    $24,700

      Boiler Specialists                       $24,151

      Roberts Mechanical Equipment             $23,986


ARCH CAPITAL: S&P Assigns Preliminary BB+ Rating on Pref. Stock
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock
ratings to Arch Capital Group Ltd.'s (NASDAQ:ACGL) recently filed
universal shelf registration.

Standard & Poor's also affirmed its 'BBB' counterparty credit
rating on ACGL and its 'A-' counterparty credit and financial
strength ratings on ACGL's operating subsidiaries.

The outlook on all these companies is stable.

"The ratings are supported by the group's growing business
franchise, strong operating performance, strong capital adequacy,
and strong financial flexibility," said Standard & Poor's credit
analyst Laline Carvalho.  "These positive factors are partially
offset by Arch's relatively short operating history and
significant proportion of casualty writings that have not fully
matured."

The new shelf has an unlimited notional amount, which is in
accordance with the new SEC rules as of Dec. 1, 2005.  At this
stage, Standard & Poor's does not expect any potential issuances
under the shelf to lead to a material change in the group's
financial leverage, which remains within Standard & Poor's
expectations.

Standard & Poor's expects that Arch's net exposures in property
and other short-tail lines of business (particularly in Arch's
reinsurance division) will grow moderately in 2006, reflecting the
expectation of substantially improved market conditions in these
lines.  Other lines of business are expected to show flat growth
for the year.

Assuming normal catastrophe losses, Standard & Poor's expects the
group's 2006 operating results to be very strong.  The capital
adequacy ratio is expected to remain strong in 2006, reflecting
anticipated strong earnings for the year, partially offset by
expected increased net exposures in property and other short-tail
lines.

Standard & Poor's expects total debt plus preferred leverage to
remain supportive of the ratings at about 18%-20% over the medium
term, with fixed charge coverage remaining very strong at more
than 8x.


ASARCO LLC: Sets Up Asbestos Claims Resolution Process & Schedule
-----------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to enter into a
settlement agreement with the Official Committee of Unsecured
Creditors for the Asbestos Subsidiary Debtors, and Robert C.
Pate, future claims representative, regarding procedures to
resolve Derivative Asbestos Claims.

ASARCO LLC had asked the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to estimate derivative
asbestos liabilities and enter a case management order
establishing procedures for that estimation, as reported in the
Troubled Company Reporter on April 4, 2006.

A hearing on the Estimation Motion was held on May 12, 2006.  At
that time, the Court took the matter under advisement and directed
the parties to attempt to negotiate a schedule for an estimation
hearing.

The parties were able to reach an agreement regarding some aspects
of the procedure for resolution of the Derivative Asbestos Claims,
Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the Court.

                       Settlement Agreement

The salient terms of the Settlement Agreement are:

   (a) The parties will ask the Court to conduct a pre-hearing
       conference in July 2006 to set the manner of conducting
       the hearing for the derivative asbestos claims issues;

   (b) The parties set these schedules for discovery:

          Dec.  1, 2006 -- Completion of all fact discovery

          Dec. 15, 2006 -- Filing and serving of opening expert
                           reports

          Dec. 18, 2006 -- Asbestos Committee and the FCR's
                           filing of pleading asserting the
                           aggregate amount of the Derivative
                           Asbestos Claims

                        -- Filing of pleading asserting ASARCO's
                           view of the aggregate amount of its
                           liability for the Derivative Asbestos
                           Claims

          Jan. 15, 2007 -- Filing and serving of rebuttal expert
                           reports

          Jan. 31, 2007 -- Completion of discovery regarding
                           opening expert reports

                        -- Filing and serving of revised opening
                           expert reports

          Feb. 15, 2007 -- Completion of discovery regarding
                           rebuttal experts and revised opening
                           reports

   (c) Any party may ask the Court to schedule more status
       conferences;

   (d) The parties will file a proposed hearing order, witness
       lists, copies of all exhibits to be offered and all
       schedules and summaries to be used, and the proposed
       findings of fact and conclusions of law two weeks before
       the hearing;

   (e) The parties will ask the Court to hold a final pre-hearing
       conference on a date determined by the Court;

   (f) The parties will ask the Court to commence the hearing on
       the Contested Matter in March 2007;

   (g) The adversary proceeding between ASARCO, the Asbestos
       Committee and the FCR will be stayed pending a resolution
       of ASARCO's liability for the Derivative Asbestos Claims;
       and

   (h) The parties will file a joint motion to resolve the
       Derivative Asbestos Claims.

Mr. Kinzie asserts that the Settlement Agreement strikes a fair
and reasonable balance between ASARCO's need to obtain estimation
of the Derivative Asbestos Claims, and the Asbestos Committee and
the FCR's need for discovery regarding the Derivative Asbestos
Claims.

The Settlement Agreement permits ASARCO to move forward with the
resolution of the Derivative Asbestos Claims, and thereby advance
its reorganization efforts, Mr. Kinzie adds.

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

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

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


ASARCO LLC: Wants to Assume Bank of America Equipment Lease
-----------------------------------------------------------
ASARCO LLC and Bank of America Leasing & Capital LLC, formerly
known as Fleet Capital Corporation, are parties to an equipment
lease agreement relating to four haul trucks, a mechanical shove
and other mining equipment utilized at ASARCO's Ray and Mission
mines.

The Lease Agreement expired on July 1, 2006, and BofA will not
agree to renew the Lease for another term unless ASARCO is in the
position to purchase the Equipment, James R. Prince, Esq., at
Baker Botts LLP, in Dallas, Texas, notes.  ASARCO must first cure
all of its defaults under the Equipment Lease Agreement for it to
exercise its purchase option.

Mr. Prince asserts that the Equipment is indispensable to
ASARCO's successful mines operation and contributes to increased
production and revenue.

Moreover, there is currently a limited availability of mining
equipment in the market, Mr. Prince says.  Significant lead-time
is required to receive new replacement equipment from the
manufacturer.

Accordingly, ASARCO LLC seeks permission from the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to:

   (a) assume the Lease Agreement;

   (b) exercise its purchase option; and

   (c) pay these amounts:

          -- $527,292 as rent for the last quarter;
          -- $248,702 as total cure amount; and
          -- $4,637,000 as purchase price for the Equipment.

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

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

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


ASSOCIATED MATERIALS: Earns $100,000 in Quarter Ended April 1
-------------------------------------------------------------
Associated Materials Incorporated's net income increased to
$100,000 for the quarter ended April 1, 2006, compared to a net
loss of $7.3 million for the quarter ended April 2, 2005.  The
increase in net income was primarily a result of the higher net
sales during the first quarter of 2006 as well as facility closure
costs incurred in the first quarter of 2005.

The Company's net sales increased 18.6%, or $40.7 million, during
the first quarter of 2006 compared to the same period in 2005
driven primarily by increased sales volumes for both vinyl windows
and vinyl siding, along with the impact of price increases
implemented during the fourth quarter of 2005 and the first
quarter of 2006.

At April 1, 2006, the Company's balance sheet showed $842,795,000
in total assets and $602,210,000 in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c95

Headquartered in Akron, Ohio, Associated Materials Incorporated --
http://www.associatedmaterials.com/-- manufactures exterior
residential building products, which are distributed through
company-owned distribution centers and independent distributors
across North America.  AMI produces a broad range of vinyl
windows, vinyl siding, aluminum trim coil, aluminum and steel
siding and accessories, as well as vinyl fencing, decking and
railing.  AMI is a privately held, wholly owned subsidiary of
Associated Materials Holdings Inc., a wholly owned subsidiary of
AMH, a wholly owned subsidiary of AMH II, which is controlled by
affiliates of Harvest Partners, Inc., and Investcorp S.A.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities were downgraded to B3 from B2.  Moody's said the
ratings outlook is stable.


BANKRUPTCY MGT: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of B2 to Bankruptcy Management Solutions, Inc., B1 to BMS's
proposed senior secured first priority term loan and revolver and
B3 to the proposed senior secured second priority term loan.
Combined net proceeds from the $360 million bank credit facilities
together with approximately $92 million of new equity from
sponsors, Charlesbank Capital Partners LLC and Ocwen Financial
Corporation, will be used to finance the purchase of BMS from
Lincolnshire Management, Inc for $385 milllion, to pay fees
associated with their depository contracts and the transaction and
for general corporate purposes.  The ratings outlook is stable.

The B2 corporate family rating reflects BMS' substantial pro forma
leverage and thin interest coverage ratio particularly given the:

   (i) company's very small size and narrow focus on bankruptcy
       case management services;

  (ii) a fixed pool of trustee customers;

(iii) limited asset protection from a very small base of pro
       forma tangible assets;

  (iv) competitive pressure from its main rival which is larger
       and well capitalized; and

   (v) vulnerability to changes in interest rate and economic
       environments or changes to the bankruptcy code, both of
       which could likely result in a decline in bankruptcy
       filings.

The ratings also incorporate BMS' leading share in the duopolistic
Chapter 7 trustee market, high barriers to entry, large
diversified customer base with "sticky" deposits that provide a
stable source of recurring revenues, high customer retention rate,
high pro forma EBITDA margins and resultant positive free cash
flow generation and personal filing trends that should continue to
drive bankruptcy growth.  In addition, the company has an interest
rate management strategy designed to reduce its earnings
volatility, which Moody's views favorably.

The stable outlook reflects expectations that the company will
continue to generate positive free cash flow after minimal working
capital changes and limited capital expenditures, albeit at a
lower level constrained by the debt servicing burden, and will use
most of its free cash flow for possible debt reduction.  Moody's
notes that the financial covenants require mandatory first lien
debt amortization of 1%, as well as 50% of excess cash sweep to
repay the first lien.

These first-time ratings were assigned:

   * Corporate Family Rating -- B2

   * $ 15 million Senior Secured First Priority Revolver
     due 2011 -- B1

   * $200 million Senior Secured First Priority Term Loan
     due 2012 -- B1

   * $145 million Senior Secured Second Priority Term Loan
     due 2013 -- B3

The ratings outlook is stable.

Irvine, CA-based Bankruptcy Management Solutions, Inc is a leading
provider of bankruptcy case management solutions to Chapter 7
trustees.


BELDEN & BLAKE: Earns $5.3 Million in Quarter Ended March 31
------------------------------------------------------------
Belden & Blake Corporation earned $5,388,000 of net income for the
three months ended March 31, 2006, compared to a net loss of
$636,000 for the same period in the prior year.

The Company's net operating revenues increased from $30.4 million
in the first quarter of 2005 to $44.7 million in the first quarter
of 2006.  The increase was due to higher oil and gas sales
revenues of $13 million and higher gas gathering and marketing
revenues of $1.3 million.

Belden & Blake's balance sheet at March 31 showed $793,922,000 in
total assets and $681,178,000 in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?c94

                         Credit Facility

Belden & Blake had a $390 million credit facility comprised of a
five-year $350 million revolving facility with an initial
borrowing base of $80.25 million, of which $53 million was
outstanding at March 31, 2006, and a five year $40 million letter
of credit facility that may be used only to provide credit support
for the Company's obligations under the hedge agreement and other
hedge transactions.  The borrowing base for the revolving credit
facility increased to $90.25 million in April 2006.  The full
amount borrowed under the Amended Credit Agreement will mature on
August 16, 2010.

Belden & Blake Corporation develops, produces, operates and
acquires oil and natural gas properties in the Appalachian and
Michigan Basins (a region which includes Ohio, Pennsylvania, New
York and Michigan).  The company is a subsidiary of Capital C, an
affiliate of EnerVest Management Partners, Ltd.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Belden & Blake Corp. to 'B-' from 'B' and removed the
rating from CreditWatch with negative implications.  Standard &
Poor's also affirmed its 'CCC+' rating on Belden's $192.5 million
notes, removed the rating from CreditWatch with negative
implications, and raised its recovery rating on the notes to '3'
from '4'.  The outlook is stable.


BLS COMMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BLS Communications Northwest, Inc.
        11030 Kitty Drive, Suite 3
        Conifer, Colorado 80433

Bankruptcy Case No.: 06-14113

Type of Business: The Debtor is a nationwide business
                  communications systems service provider
                  specializing in managed services for Fortune
                  1000 companies.  Over 1,200 affiliated BLS
                  service providers install, program and service
                  communications and data network systems by major
                  manufacturers such as Avaya and Nortel Systems.
                  See http://www.blscomm.com/

                  The Debtor's owner, Gary Richards, Sr., filed
                  for chapter 11 protection on June 20, 2006
                  (Bankr. D. Colo. Case No. 06-13737).

Chapter 11 Petition Date: July 3, 2006

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

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

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CIT Small Business Lending       Trade Debt            $606,457
P.O. Box 277280
Atlanta, GA 30384

Internal Revenue Service         Taxes                  $90,566
600 17th Street
12th Floor North Tower
Stop 5012DEN
Denver, CO 80202-2490

Graybar Electric Co., Inc.       Trade Debt             $20,411
5636 Ruffin Road
San Diego, CA 92123

State of Colorado Tax            Trade Debt             $18,949

Data Connection, Inc.            Trade Debt             $14,741

Alternative Communication        Trade Debt             $11,548

Medlin Communications, Inc.      Trade Debt              $9,164

Telecom Networking               Trade Debt              $8,948
Systems, Inc.

Aschinger Elect                  Trade Debt              $8,900

Parallel Technologies, Inc.      Trade Debt              $8,105

Wire-Rite Data Cabling           Trade Debt              $6,692

National Telephone & Equipment   Trade Debt              $6,166

Hardy Communications & Cabling   Trade Debt              $6,154

Infrastructure Solutions, Inc.   Trade Debt              $5,900

Kari-Lane LLC                    Trade Debt              $5,220

John List                        Trade Debt              $5,160

Aurora Fiber & Communications    Trade Debt              $5,085

Telecom Technicians, Inc.        Trade Debt              $4,968

Data Systems Inc.                Trade Debt              $4,727

Performance Telecommunications   Trade Debt              $4,710


BOMBARDIER CAPITAL: S&P Puts Two Cert. Classes' Ratings on Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 pass-through certificates from Bombardier Capital Mortgage
Securitization Corp.'s series 1999-A and the subordinate B-1 class
of pass-through certificates from Bombardier Capital Mortgage
Securitization Corp.'s series 1998-C to 'D' from 'CCC-'.

The lowered ratings reflect the nonpayment of full and timely
interest, as well as the increased likelihood that investors will
not receive ultimate repayment of their original principal
investments.  Bombardier 1999-A reported outstanding liquidation
loss interest shortfalls for the M-2 class on the April 2006 and
May 2006 payment dates, and Bombardier 1998-C reported outstanding
liquidation loss interest shortfalls for the B-1 class on the
April 2006 and May 2006 payment dates.

Standard & Poor's believes that interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pool of
manufactured housing installment sales contracts and mortgage
loans originated by Bombardier Capital Inc., as well as the
location of the write-down interest at the bottom of the
transaction payment priorities (after distributions of senior
principal).

High losses have reduced the overcollateralization and two letters
of credit (arranged by the trusts with Societe Generale) to zero,
resulting in the partial principal write-down of the subordinate
classes.

Standard & Poor's will continue to monitor the other outstanding
ratings associated with these transactions in anticipation of
future credit defaults.


CA INC: Board Approves New $2 Bil. Common Stock Repurchase Plan
---------------------------------------------------------------
The Board of Directors of CA, Inc., authorized a new stock
repurchase plan that enables the Company to buy $2 billion of its
common stock in its current fiscal year ending March 31, 2007.

"CA's Board of Directors and senior management have determined
that a significant stock repurchase program is a timely and
appropriate way to both enhance shareholder value and demonstrate
our confidence in the long-term value of CA," said John Swainson,
CA's president and chief executive officer.  "As we evaluated our
strategic use of capital, we came to the conclusion that this
repurchase program is the best option."

CA currently is exploring various options to best execute the
stock repurchases and expects it will be financed through a
combination of cash on hand and bank financing.

This will be subject to a review of the circumstances in place at
the time, and will not be implemented until after the Company has
filed its Annual Report on Form 10-K.  Until the new plan is
implemented, CA will continue to buy back common stock in
accordance with the program announced in March 2006 which calls
for regular repurchases in the open market of up to $600 million
during the 2007 fiscal year.

As of March 31, 2006, outstanding shares of CA stock totaled 572
million.

Based in Islandia, New York, CA, Inc. (NYSE: CA) --
http://www.ca.com/-- is an enterprise software vendor for
enterprise management, security, and storage applications.


CA INC: Fitch Downgrades Senior Unsecured Debt Ratings to BB+
-------------------------------------------------------------
Fitch Ratings downgraded these ratings for CA, Inc.:

   -- Issuer Default Rating to 'BB+' from 'BBB-';

   -- Senior unsecured bank credit facility due December 2008
      to 'BB+' from 'BBB-';

   -- Senior unsecured debt to 'BB+' from 'BBB-'; and

   -- Commercial paper program to 'B' from 'F3'.

The Rating Outlook remains Negative.  Fitch's action affects
approximately $1.8 billion of debt securities.

The downgrade and Negative Rating Outlook is based on:

   -- Fitch's belief that CA's newly announced share repurchase
      program represents a shift to a more aggressive financial
      strategy and greater comfort operating at potentially
      meaningfully higher debt levels;

   -- An extension of the independent examiner's stay for at least
      two more quarters; and

   -- Expectations for continued revenue growth challenges,
      especially as CA indicated acquisition activity will slow
      over the next few years.  In addition, CA did not meet the
      extension June 29, 2006 deadline for filing its 10-K (now
      anticipated to be filed by the end of July 2006).

CA announced that its Board of Directors authorized a new $2
billion share repurchase program that will be at least partly
debt-financed.  CA plans to continue executing on its existing
$600 million share repurchase program until it files its 10-K.
Once the 10-K is successfully filed CA will cancel the remaining
existing program and begin executing on the new program.

As a result, total share repurchases for the fiscal-year 2007
ended March 31, 2007, should approximate $2.2 billion,
representing nearly double CA's annual free cash flow (defined as
cash flow from operations less capital expenditures, capitalized
software development costs, and dividends) and substantially
higher than Fitch's historical share repurchase expectations of
$500-$600 million per year.

Despite CA's available cash of approximately $1.9 billion at March
31, 2006, the company's debt levels could more than double from
$1.8 billion and result in total leverage (defined as total debt
to operating EBITDA) increasing to a Fitch-estimated 2.5 - 3.5x
from 1.8x for FY 2006.

While CA anticipates the pace of acquisitions to slow over the
next few years, Fitch believes the company's commitment to
repurchasing shares could result in additional debt incurrence to
fund its participation in the consolidating software industry.

Fitch remains concerned that CA's further delayed earnings release
for the fourth quarter and fiscal year end March 31, 2006, due to
two issues arising during the completion of its annual audit by
KPMG, continue to highlight weaknesses in the company's internal
controls that will take time to resolve and could lead to
identification of further inaccuracies in CA's financial
statements and additional restatements.

Previous misstatements of CA's earnings in FYs 1999 and 2000
resulting from weaknesses in accounting controls were the subject
of shareholder lawsuits, which have required significant
litigation and settlement costs, and resulted in a Securities and
Exchange Commission investigation.

In addition, Fitch believes on-going risks exist for meeting
corporate governance and internal controls initiatives to satisfy
any additional recommendations by the government-appointed
independent examiner as required under CA's September 2004
agreement with the Department of Justice and SEC.  Although
previously anticipated to conclude in September 2006, CA now
believes the independent examiner's report and presence at the
company will be extended by at least two quarters due to the
aforementioned earnings delay and ongoing accounting challenges.

The ratings also incorporate:

   * a slowing and more challenging mainframe market over the
     longer term;

   * ongoing integration of various recent acquisitions; and

   * strong competition from larger, more diversified rivals.

Fitch is also concerned about the significant amount of CA
management's time that continues to be diverted from focusing on
operational improvements in order to resolve the company's
historical accounting issues.  Positively, the ratings reflect
CA's consistent free cash flow and high barriers to entry due to
significant 'switching' costs for its various software products.

Also considered are the size, diversity, and quality of CA's
installed base (99% of Fortune 500) and depth of product line,
resulting in recurring revenue and solid customer retention.  CA's
annual free cash flow has exceeded $1 billion the last seven years
and Fitch believes this trend will continue for the intermediate
term.

Based upon preliminary filings, liquidity was sufficient as of
March 31, 2006, and supported by approximately $1.9 billion cash
and cash equivalents and an undrawn $1 billion senior unsecured
bank credit facility due 2008.  However, CA was required to file
its 10-K by June 29, 2006, in order to be compliant with its
undrawn $1 billion bank agreement and the company will now have 30
days to file its 10-K or obtain a waiver from its bank lenders.

Total debt as of March 31, 2006, was approximately $1.8 billion,
down from $2.6 billion in FY 2005 and $2.3 billion in FY 2004.  At
FYE, debt consisted of four tranches of senior notes and senior
convertible notes (all pari-passu), with no commercial paper or
bank revolver borrowings outstanding.

CA's maturity schedule includes:

   * $350 million due April 2008;

   * $500 million due December 2009;

   * $460 million of 1.625% convertible senior notes due
     December 2009 (non callable); and

   * $500 million due 2014.

As part of the aforementioned agreement with the SEC and DOJ, CA
agreed to establish a $225 million restitution fund to compensate
CA shareholders, which Fitch believes has been fully funded.


CA INC: Delayed Financials Prompts Moody's to Put Low-B Rating
--------------------------------------------------------------
Moody's Investors Service placed the Ba1 ratings of CA under
review for possible downgrade following the company's announcement
that it is delaying the filing of its Annual Report on Form 10-K
beyond its extended due date of June 29, 2006.  The delay is
caused by certain accounting matters related to stock option
grants and revenue recognition.

The company stated that it is likely that it may have to restate
its previously reported results and to report additional material
weaknesses. As a result of the filing delay the company may
potentially violate the terms dictated under both its bank
agreement and bond indentures. The company has a 30-day cure
period for the bank agreement and a 90-day cure period under its
bond indentures.

Moody's review will focus on the ability of the company to file
its Form 10-K within the cure periods in order to avert a default
and possible debt acceleration, to address its internal control
issues, to manage its liquidity as well as to minimize potential
longer term impact on its franchise.

Headquartered in Islandia, New York, CA, Inc. is an enterprise
software vendor for enterprise management, security, and storage
applications.


CABLEVISION SYSTEMS: DBRS Holds Low-B Ratings on Senior Notes
-------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Cablevision
Systems Corporation and its wholly owned financing subsidiary, CSC
Holdings, Inc. at B (low) and BB (low)/B (high), respectively.
All trends are Stable.

   * Bank Debt Confirmed BB (low)
   * Senior Notes and Debentures Confirmed B (high)
   * Senior Notes Confirmed B (low) Stb

Cablevision's ratings remain stable at this time after being
downgraded in December 2005 after DBRS's expectations were
confirmed that the Company would fund a special $3 billion
dividend payment to shareholders with debt at CSC Holdings.  DBRS
notes the Company completed this payment in April 2006 after
adding $3.1 billion of additional debt on March 29, 2006.

While the additional debt at CSC Holdings has pressured the
financial risk profile at this level, cable's strong franchise
continues to experience good growth and has been further supported
by bundling subscribers with its portfolio of triple-play
services.  This continues to drive higher industry-leading
penetration levels for new services.

As a result, Cablevision has:

   (1) driven ARPU to significant levels of over $100 per month;

   (2) notably lowered customer turnover; and

   (3) benefited from growth in basic cable subscribers with
       subscribers migrating back from satellite.

The Company has managed to accelerate this growth while keeping
its cable EBITDA margins strong at just under 40%.  DBRS expects
this EBITDA growth and success in bundling subscribers to continue
for Cablevision over the medium term as it is expected to take
full advantage of this competitive advantage versus the telcos
while it continues to exist.

DBRS expects competition to increase for Cablevision as telcos
begin to deploy terrestrial video services.  This is expected to
allow the telcos, which have considerably stronger balance sheets
and significant scale, to offer bundles of three and four services
to better compete with Cablevision in its franchise area.  While
DBRS notes that Cablevision currently lacks a wireless offer as
part of its bundle, this may be less critical over the next couple
of years in a highly penetrated New York City area market until
converged wireline and wireless services are developed and take
hold.  Furthermore, Cablevision could look to join Sprint Nextel
Corporation's joint venture with other cable companies to add
wireless to its bundle and develop converged services.

From a financial perspective, DBRS expects cash flow from
operations to remain roughly stable in 2006 as higher interest
costs will counter EBITDA growth.  While free cash flow is
expected to be modest in 2006 at around $150 million, free cash
flow should accelerate with organic growth thereafter and allow
Cablevision to gradually reduce its debt levels.  Therefore, DBRS
expects leverage to be reduced in an incremental fashion over
time.


CALPINE CORP: Rosetta Protects Legal Position in Gas & Oil Leases
-----------------------------------------------------------------
Calpine Corporation filed, on June 29, 2006, a motion with the
U.S. Bankruptcy Court for the Southern District of New York, where
its bankruptcy proceeding is pending.  In the motion Calpine asks
the Court to assume certain oil and gas leases Calpine previously
agreed to sell to Rosetta Resources Inc., to the extent the leases
constitute "unexpired leases of non-residential real property" and
were not fully transferred to Rosetta as a result of Calpine's
filing for bankruptcy.

Rosetta filed a timely response to protect its legal position and
interests on June 30, 2006.  Calpine advised Rosetta that the
purpose of the motion is to meet a statutory deadline to avoid
automatic forfeiture of the remaining property interests Calpine
may have in such properties, if any.  A hearing on the motion is
set for July 12, 2006.

As reported in the Troubled Company Reporter on July 11, 2005,
Calpine sold substantially all of its oil and gas assets to
Rosetta.  Certain properties for which consents were required, but
not received, prior to closing were retained by Calpine, and
Rosetta retained the allocated portion of the value of those
properties.  Calpine's bankruptcy filing in December 2005 delayed
the transfer of the remaining non-consent oil and gas properties
to Rosetta, including certain of the leases described in Calpine's
motion.  Of the monies withheld by Rosetta from the purchase price
of Calpine's oil and gas assets, $68 million will be conveyed to
Calpine upon transfer of the roughly 27 non-consent oil and gas
properties that appear in the schedule attached to Calpine's
motion, which lists 135 oil and gas properties.  Rosetta contends
that, other than the expired leases or properties for which
consents were not received, it paid for and maintains an ownership
interest in the majority of the remaining properties on the
schedule.  Rosetta continuously operated the properties held under
the oil and gas leases described in the motion.  Because of the
recency of the filing, Rosetta did not determined the allocated
value of the properties listed in Calpine's motion, but is seeking
to do so.

Rosetta disputes Calpine's contention that it may have an interest
in any significant portion of these oil and gas properties and
intends to file a timely response to Calpine's motion with the
bankruptcy court to inform the court of its interest in these oil
and gas leases and to preserve and protect its legal position with
respect to its interests in and to these properties.

                     About Rosetta Resources

Rosetta Resources Inc. is an independent oil and gas company
engaged in acquisition, exploration, development and production of
oil and gas properties in North America. Our operations are
concentrated in the Sacramento Basin of California, South Texas,
the Gulf of Mexico and the Rocky Mountains. Rosetta is a Delaware
corporation based in Houston, Texas.

                       About Calpine Corp.

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


CATHOLIC CHURCH: Claimants Assert Sexual Abuse Claim in Portland
----------------------------------------------------------------
Individuals asserting claims for sexual abuse filed 23 complaints
with the U.S. Bankruptcy Court for the District of Oregon against
the Archdiocese of Portland in Oregon and the Roman Catholic
Archbishop of Portland in Oregon and his successors.

The 23 Complaints assert claims against priests, clergy or
employees of the Archdiocese, who abused the plaintiffs when they
were minors:

                                    Priest, Clergy, or
   Plaintiff                        Employee Involved
   ---------                        ------------------
   T.B., A.E.,                      Fr. Thomas Laughlin
   Patrick Fihn                     Unknown Priest

   J.L.M., Y.R.D.                   Fr. Thomas Laughlin

   A.T.M., D.J.C., D.F.T., S.E.M.   Fr. J. William McLeod

   R.H.                             Fr. James Gallagher

   H.M.C., H.D.T., and D.C.         Fr. Maurice Grammond

   H.D.S.                           Jerry Fairbanks

   C.D.T.                           Mr. Sanders

   B.G.J.                           Mother Mary Eucharista and
                                    Mother Mary Freddrick

   M.M.                             Fr. Patrick Kiernan

   W.D.M.                           Earl Wong

   S.I.C.                           Fr. Robert Michele

   K.M.C.                           Frank Martin

   M.R.E.                           Fr. Michael Raleigh

   G.M.                             Fr. Joseph Vanderbeck

   H.M.T.                           Sister Betty

   C.W.R.                           Fr. John Goodrich and
                                    Mr. George Simone

   G.B.                             Fr. Martin Thielen and
                                    Fr. Johnson

   R.M.                             Fr. Chester Wrzaszczak

   Z.T.M.                           Fr. Mel Bucher

   E.S.                             Fr. Patrick O'Flynn

   N.M.                             Fr. Joseph Baccellieri

   H.L.L.                           Fr. James McCarthy

   H.K., E.H. and H.H.              John Mackovich, Phyllis
                                    Collins, and S.R.

Except for H.K., all of the plaintiffs are now adults.  E.H. and
H.H. are H.K.'s legal guardians.

The Plaintiffs also allege intentional infliction of emotional
distress, negligence, or breach of fiduciary duty.

The Plaintiffs assert that the Archdiocese is liable for damages
under the doctrine of respondeat superior.

Among other things, the Plaintiffs ask for:

   (a) a jury trial;

   (b) non-economic and economic damages, the actual amount to be
       determined by the jury;

   (c) payment of the costs and disbursements they incurred in
       their cases.

The Plaintiffs seek payment of non-economic damages ranging from
$250,000 to $15,000,000 and economic damages ranging from $25,000
to $1,500,000.

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


CATHOLIC CHURCH: Portland Reacts to LECG Estimation Report
----------------------------------------------------------
Dr. Frederick C. Dunbar, the economic consultant for the
Archdiocese of Portland in Oregon, filed a declaration with the
U.S. Bankruptcy Court for the District of Oregon in support of the
Archdiocese's estimation methodology and reply to the:

   * estimation report submitted by LECG, LLC, as the Tort
     Claimants Committee's economic consultant; and

   * testimony of LECG's Dr. Ronald Schmidt at the estimation
     hearing on June 16, 2006.

As reported in the Troubled Company Reporter on June 26, 2006,
Tort Committee filed its estimation report.  Any estimate of tort
claims for the purpose of capping distribution must estimate the
Archdiocese of Portland's probable maximum total liability to
claimants with unsettled claims as determined by jury awards,
Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland, Oregon,
told Judge Perris, on behalf of the Tort Claimants Committee.

The "probable maximum total liability" methodology, Mr. Kennedy
said, will set a value that is unlikely to be exceeded by actual
jury verdicts.  Because of the relatively small number of claims,
the probability of a few very large jury awards must be
considered.

The Tort Committee's Methodology is explained in a report prepared
by Ronald H. Schmidt and Michael A. Carnall at LECG, LLC.

A full-text copy of the LECG Report is available for free at
http://researcharchives.com/t/s?be9

Dr. Dunbar clarifies these issues raised by the Tort Committee:

   (a) appropriateness of resolved tort claims data for an
       unbiased estimate of the value of unresolved claims;

   (b) costs and benefits of acquiring trial outcomes data for
       estimating tort liabilities; and

   (c) estimating the known rate of error around an unbiased
       estimate of total liabilities.

Among other things, Dr. Dunbar says Dr. Schmidt's assertion --
that resolved claims are fundamentally different from unresolved
claims, hence, statistics estimated from a sample of resolved
claims cannot be used to estimate the value of unresolved claims
-- is neither a fundamental principal of statistics nor is it
based on logical reasoning.  At base, it is an unsupported
conjecture.

Dr. Schmidt's claim that additional statistical analysis of the
issue is required, is inconsistent with the experience of claims
forecasting in other bankruptcies, Dr. Dunbar tells the Judge
Perris.

"Before expending substantial resources to perform such tests, it
would be wise to marshal the existing evidence on this point,"
Dr. Dunbar says.  "If past experience and data in this matter
already show that an estimate based on settled claims is likely to
provide an unbiased estimate of pending claims, then it would be
wasteful to expend resources on additional analyses."

A full-text copy of Dr. Dunbar's declaration is available for free
at http://researcharchives.com/t/s?cd9

           Judge Perris Bifurcates Estimation Hearing

As previously reported, the Archdiocese asked the Bankruptcy
Court to strike out the LECG Report for untimely filing.

Judge Perris denies the Archdiocese's request.

Judge Perris, however, grants the Archdiocese's request to
bifurcate the estimation hearing.

Judge Perris will continue, on June 30, 2006, at 1:30 p.m., the
hearing on claims estimation and the parties' proposed estimation
methodology, among others.

              Olson Claimants Want Panel of Estimators

The tort claimants, represented by Erin K. Olson, Esq., in
Portland, Oregon, ask the Bankruptcy Court to fashion an
estimation that involves individual estimation by the same
estimator or panel of estimators, who can give due consideration
to certain factors that distinguish the sex abuse claims from the
mass tort claims.

Ms. Olson contends that a hearing appropriate to the estimation of
100 claims does not require sampling or complex statistical
analyses.  It requires an estimator, or panel of estimators, to:

   * consider evidence about each individual claim;

   * consider evidence of historical settlements and jury
     verdicts;

   * consider evidence of punitive damages;

   * evaluate the significant legal issues; and

   * permit the person or party whose due process rights are at
     risk to have an opportunity to be heard.

Ms. Olson says:

   -- additional testimony concerning indemnification agreements
      with co-defendants might be presented by the Archdiocese of
      Portland in Oregon; and

   -- some expert testimony applicable to all or many claims
      could also be helpful, including those pertaining to:

      * repressed and suppressed memories;

      * delayed realization of the causal relationship between
        harm and childhood abuse by trusted priests; and

      * statistical evidence on appropriate subjects.

The parties could even stipulate to an estimated value or range of
values for some claims, Ms. Olson adds.

          Olson Claimants Want Proposed Methods Rejected

The Archdiocese's methodology, Ms. Olson asserts, proposes to
estimate the aggregate value of 110 unresolved claims using
historical settlement values despite the fact that nearly half of
the unresolved claims have been through formal mediation.  In
addition, the Archdiocese's use of the priest's identity in coming
up with an average settlement value to apply in its proposed
estimation methodology is likely to be no more or less accurate
than using the identity of plaintiff's counsel as the independent
variable.

The Tort Committee's methodology, on the other hand, intends to
estimate the aggregate value of the 110 unresolved claims using
only historical jury awards, despite the indisputable fact that
most claims settle before trial.

Neither methodology can account for the myriad of factors that
goes into a liquidation of a claim, whether by settlement or by a
jury, because most factors are not suitable to serve as
independent variables in a statistical model, Ms. Olson contends.

Certain factors significant to the monetary "value" of child sex
abuse claims cannot be measured by a statistical calculation, Ms.
Olson points out.  These factors include loss of religious faith,
loss of trust in others, sexual performance problems, and
depression.

Moreover, the Archdiocese's estimation proceeding is not an
asbestos estimation matter in which a claim can be assigned a
place on a matrix based on whether the claimant has asbestosis or
mesothelioma, Ms. Olson asserts.  Additionally, the evaluation of
factors including the statute of limitations issues would be
subject to considerable dispute, Ms. Olson says.

Another problem with the Archdiocese's methodology is the use of
"claim attributes," which was identified and described by the
Archdiocese itself, Ms. Olson points out.  This defeats any effort
to afford due process to claimants in the estimation process.
Furthermore, the Archdiocese's methodology does not incorporate
jury verdicts as a "claim attribute," Ms Olson says.

For these reasons, the Olson Claimants ask the Court to reject the
estimation methodology proposed by the Archdiocese and the Tort
Committee, because neither proposal is credible without factoring
in what it ignores.

                Archdiocese Wants Olson Claimants'
                Alternative Methodology Stricken

The Archdiocese asks Judge Perris to strike out Olson Claimants'
memorandum offering an alternative estimation methodology and
objecting to Portland's and the Tort Committee's methodologies
because it was filed past the deadline imposed by the Court.

The Archdiocese also asks the Bankruptcy Court to bar argument
with respect to the Olson Claimants' proposals and objections.

Although the estimation hearing is continued on June 30, Susan S.
Ford, Esq., at Sussman Shank LLP, in Portland, Oregon, explains
that the hearing was scheduled only as a result of the Bankruptcy
Court's granting of the Archdiocese's request to bifurcate the
June 16 estimation hearing as an alternative remedy to striking
the LECG Report.

The June 30 hearing is limited to closing arguments and, if the
Tort Committee so elects, cross-examination of Dr. Dunbar's
declaration, Ms. Ford points out.

Specifically, the Archdiocese wants the Olson Memorandum stricken
because:

   (1) it is not based on any facts or evidence;

   (2) a proper foundation has not been laid with respect to the
       authenticity of the information and Ms. Olson's ability to
       testify;

   (3) the allegations appear to include inadmissible hearsay;

   (4) the allegations are merely unsupported conclusions;

   (5) the proposed "methodology" offered by Ms. Olson does not
       appear to be a scientific opinion admissible in evidence
       under Rule 104(A) of the Federal Rules of Evidence; and

   (6) no foundation has been provided to qualify Ms. Olson as an
       expert under the Federal Rules of Evidence.

The Olson Memorandum relates to "discovery" issues and appears
directed at the Archdiocese's request to compel mini depositions,
Ms. Ford says.  The Olson Memorandum should be stricken on the
grounds that the Bankruptcy Court has not direct any briefing with
respect to any issues that relate to the Archdiocese's deposition
request.

Ms. Ford tells Judge Perris that Ms. Olson's and the Olson
Claimants' actions would be appropriate for sanctions under the
Rule 9011 of the Local Bankruptcy Rules because they have
presented to the Bankruptcy Court unnecessary contested matters
and have attempted, in clear violation of the Court's Scheduling
Order, to multiply the proceedings and "vexatiously" increase the
costs to all parties.

                 About the Archdiocese of Portland

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


CCM MERGER: Moody's Confirms Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service confirmed CCM Merger Inc.'s B1 corporate
family rating, B1 senior secured bank loan rating and B3 senior
unsecured note rating.  A negative rating outlook was assigned.
These rating actions conclude the review process begun on April
17, 2006.

The confirmation considers that despite a recent decline in
operating results and high expected peak leverage due to upcoming
expansion activity, CCM Merger continues to benefit from being one
of only three casinos authorized to operate in Detroit, MI, a high
density gaming market that has exhibited a good historical growth
pattern.

CCM Merger is also expected to derive some positive impact from
the opening of its expanded property as well as the lower tax rate
relative to the opening of the expansion.  Under Michigan statute,
the gaming tax rate for the Detroit casinos will drop from 24% to
19% once the expanded property is opened.

Additionally, in the near-term, the Detroit market should receive
some benefit from the smoking ban in Windsor that went into effect
on June 1st.

The negative ratings outlook acknowledges CCM Merger's recent
lower than expected operating performance which highlighted its
vulnerability to aggressive promotional activities by its
competitors, despite the historical strength and positive long-
term outlook for the Detroit market and recent market share
improvement.  As a result, CCM Merger is now weakly positioned in
its rating category and more vulnerable to a ratings downgrade if
future operating results fall short of Moody's expectations.

Moody's most recent rating action on CCM Merger occurred on
April 17, 2006 when the company's ratings were placed on review
for possible downgrade in light of the company's operating
performance in 2005 that was materially below Moody's expectation.

CCM Merger, Inc. owns and operates MotorCity Casino in Detroit,
Michigan.  The company is currently undergoing a $275 million
expansion which will include additional gaming space, restaurant
outlets and a new hotel.


CITGO PETROLEUM: Turns to JPMorgan for Aid in Pipeline Sale
-----------------------------------------------------------
CITGO Petroleum Corporation is considering the sale of its
interests in the Colonial and Explorer pipelines. CITGO currently
owns 15.8% of Colonial Pipeline and 6.8% of Explorer Pipeline.
CITGO's board of directors has retained JPMorgan as exclusive
financial advisor for the divestiture process.

"As with the previously announced potential sale of some of our
other non-strategic assets, this is the result of an ongoing
review of the company's performance," Alejandro Granado, chairman
of CITGO's board of directors, said.  "As a product of this study,
the board has decided to focus on our core, strategic business."

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                           *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.


CITIZENS COMMS: To Shoulder 60% of Penobscot River Clean Up Costs
-----------------------------------------------------------------
The U.S. District Court for the District of Maine has issued
Findings of Fact and Conclusions of Law in the initial liability
phase of an environmental contamination lawsuit filed by the City
of Bangor, Maine, against Citizens Communications Company.

The City of Bangor had alleged that Citizens is solely responsible
for the costs of cleaning up environmental contamination in the
Penobscot River alleged to have resulted from the operation of a
manufactured gas plant owned by Citizens from 1948 until 1963.

With respect to the majority of the alleged contamination in the
Penobscot River that is the subject of the case, the Court found
that "the possibility of any human contact and the risk of
endangerment to humans or the environment is remote and de
minimus."

The Court determined that Citizens and the City should share
cleanup costs for the remaining smaller section of the River 60%
and 40%, respectively.  "We are pleased that the Court has both
recognized that the alleged contamination that needs to be
remediated is limited to a small section of the River and that the
City also has significant responsibility for the remediation,"
said Hilary Glassman, Senior Vice President and General Counsel of
Citizens.

Citizens is continuing to evaluate the decision and the costs it
may incur in connection with any required remediation of the
smaller section of the River.  The precise nature of the remedy in
this case remains to be determined by subsequent proceedings.  In
the interim, Citizens intends to:

      a) seek relief from the Court in connection  with the
         adverse aspects of the Court's opinion;

      b) continue pursuing its right to obtain contribution from
         the third parties against whom Citizens has commenced
         litigation in connection with this case; and

      c) vigorously prosecute a lawsuit against certain insurance
         carriers for indemnification for any remedial costs
         ultimately assessed against it and for all costs of
         defense.

Citizens cannot at this time determine what amount it may recover
from third parties or insurance carriers.  The City had claimed
that a large section of the Penobscot River required remediation
at a cost to Citizens in excess of $50 million.  Citizens believes
that the Court's decision confirms that the City's allegations
about the potential scope of cleanup, as well as Citizens' sole
responsibility for cleanup costs, are without merit.

                   About Citizens Communications

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

                           *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service placed the debt ratings of Citizens
Communications' on review for possible upgrade, reflecting the
company's increased commitment to maintain a stable and
predictable debt profile.  Affected ratings include the Ba3
ratings of the Company's Corporate family rating, Senior unsecured
revolving credit facility, and Senior unsecured notes, debentures,
bonds.  These ratings were placed on review for possible upgrade.


CLINICA DE MEDICINA: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Clinica de Medicina Integral y Acupuntura, M.I.A., Inc.
        P.O. Box 70114
        San Juan, Puerto Rico 00936-8114

Bankruptcy Case No.: 06-02091

Chapter 11 Petition Date: June 30, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  BCO Popular Building, Suite 401
                  Tetuan 206
                  San Juan, Puerto Rico 00901-1802
                  Tel: (787) 723-0714
                  Fax: (787) 724-2447

Total Assets: $1,700,000

Total Debts:  $1,909,437

Debtor's 13 Largest Unsecured Creditors:

      Entity                              Claim Amount
      ------                              ------------
      Carlos Seda Munoz                       $400,000
      [Address not provided]

      Dr. Marisell Velazquez Vicente          $110,000
      P.O. Box 70114
      San Juan, PR 00936-8114

      Marife Rodriguez - Ema Pujada            $50,000
      [Address not provided]

      Puerto Rico Telephone                    $24,000
      P.O. Box 71535
      San Juan, PR 00936-8635

      Internal Revenue Services                $20,000
      Philadelphia, PA 19255-0030

      Humana                                    $6,500

      Neo Medics                                $3,500

      Autoridad de Enrigia Electrica            $2,580

      Dunsdemand                                  $850

      UMECO                                       $796

      Autoridad De Acueductos y Alcantarillado    $672

      Praxair Puerto Rico B.V.                    $578

      Advance Collection Services                 $246


COMVERSE TECHNOLOGY: Granted Continued Listing By Nasdaq Panel
--------------------------------------------------------------
The NASDAQ Listing Qualifications Panel has granted Comverse
Technology, Inc.'s request for continued listing on the NASDAQ
National Market.

The Panel granted the company's request for continued listing
subject to the requirement that the company file its Annual Report
on Form 10-K for the fiscal year ended January 31, 2006 by August
18, 2006 and its Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2006 by no later than September 1, 2006.

As reported in the Troubled Company Reporter on June 21, 2006, the
Company received a Staff Determination Letter from The NASDAQ
Stock Market indicating that the company's securities were subject
to delisting based upon the delinquent submission of its Annual
Report on Form 10-K for the fiscal year ended January 31, 2006.

Comverse Technology, Inc. (NASDAQ: CMVT) --
http://www.comverse.com/-- provides software and systems that
enable network-based multimedia enhanced communication and billing
services.  Over 450 communication and content service providers in
more than 120 countries use Comverse products to generate
revenues, strengthen customer loyalty and improve operational
efficiency.

                           *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services held its ratings on Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006, on the disclosure that the
board of directors at Comverse had created a special committee to
review matters relating to the company's stock option grants and
the likely need to restate prior-period financial results.

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's placed its corporate credit and senior unsecured
debt ratings on Comverse Technology on CreditWatch with negative
implications.  The company has S&P's 'BB-' corporate credit and
senior unsecured debt ratings.


CONGOLEUM CORP: Disclosure Hearings Adjourned to August 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
adjourned, until 2:30 p.m., on August 7, 2006, the hearing to
determine the adequacy of the disclosure statements explaining:

    * Congoleum Corp. and its debtor-affiliates' Eighth Modified
      Joint Chapter 11 Plan of Reorganization;

    * The Official Committee of Bondholders' First Modified Joint
      Chapter 11 Plan of Reorganization; and

    * Continental Casualty Company and Continental Insurance
      Company's First Modified Joint Chapter 11 Plan of
      Reorganization.

As reported in the Troubled Company Reporter on June 26, 2006, the
Court had previously adjourned the Disclosure Hearings to July 13,
2006.

                           Debtors' Plan

Under the Debtors' Plan, Administrative Claims, Priority Tax
Claims, and Priority Claims will be paid in full.

Holders of Lender Secured Claims will have their existing credit
agreements amended and restated in accordance with the terms of
the Amended Credit Agreement.  Holders of these claims will be
entitled to all rights and benefits under the Amended Credit
Agreement.  The Debtors tell the Court that if they are unable to
agree on the terms of the Amended Credit Agreement with the
holders of the lender secured claims on the confirmation hearing,
then holders of these claims will be paid in full.

Holder of Other Secured Claims will retain their unaltered legal,
equitable and contractual rights, including but not limited to,
any liens that secure their claim.

Senior Note Claims will be reinstated, provided, that:

    (i) the maturity date of the Senior Notes will be extended to
        Aug. 1, 2011; and

   (ii) holders of Senior Note Claims will receive, less
        $10 million:

        (a) all accrued and unpaid interest on the Senior Notes
            from the Dec. 31, 2003, through and including the
            interest payment date immediately preceding the
            effective date; and

        (b) any accrued and unpaid applicable default interest in
            accordance with the Indenture from Dec. 31, 2003,
            through and including the effective date,

The Debtors say that all interest accruing on the Senior Notes
from interest payment date preceding the effective date will be
paid on the next succeeding interest payment date after the
effective date and thereafter interest will be paid in accordance
with the Indenture.  In addition, any funds recovered by the
Debtors on account of judgments against Gilbert Heintz & Randolph
LLP and The Kenesis Group LLC, will be paid to the holders of the
Senior Note Claims.

Holders of General Unsecured Claims that remain unpaid prior to
the effective date will retain their unaltered legal, equitable
and contractual rights and the claims will be reinstated.

Workers' Compensation Claims will be paid in the ordinary course
pursuant to rights that exist under any state workers'
compensation system or laws applicable to the claims.

Holders of ABI Claims will receive these treatments:

    (a) all ABI Claims, other than ABI Asbestos Personal
        Injury Indemnity Claims, ABI Asbestos Property Damage
        Indemnity Claims and Other ABI Asbestos Claims, will be
        reinstated;

    (b) the ABI Asbestos Personal Injury Indemnity Claims will be
        channeled to and become the obligations of the Plan Trust,
        and be payable in accordance with the terms of the Plan
        and the TDP; and

    (c) the ABI Asbestos Property Damage Indemnity Claims and
        Other ABI Asbestos Claims will be deemed disallowed and
        expunged.

On the effective date, all liability for Asbestos Property Damage
Claims will be assumed by the Plan Trust.  Holders of these claims
will be paid solely from the Asbestos Property Damage Claim Sub-
Account and after all assets in the Sub-Account have been
exhausted, the Plan Trust shall have no further liability or
obligation with respect to any these claims.

Holders of Congoleum Interests will retain their interests
provided that on the effective date, the New Class A Common Stock
and the New Convertible Security contributed to the Plan Trust
will be issued.

Holders of Subsidiary Interests will retain their interests.

On the effective date, the Plan Trust will assume all liability
for Secured Asbestos Claims of Qualified Claimants.  Each
Qualified Claimant will have irrevocably consented or be deemed to
have irrevocably consented to the Forbearance of his, her or its
rights, if any, under the respective Pre-Petition Settlement
Agreements or Claimant Agreement, as applicable, and his, her or
its rights, if any, under the Collateral Trust Agreement and the
Security Agreement by failing to timely object to such Forbearance
upon notice thereof in accordance with procedures established by
the Bankruptcy Court.  The Forbearance will become irrevocable
upon occurrence.

The Secured Asbestos Claim will be determined, liquidated and
treated pursuant to the Plan Trust Agreement and the TDP without
priority of payment and in all respects pari passu with the
Unsecured Asbestos Personal Injury Claims.

Unsecured Asbestos Personal Injury will receive the same treatment
as Secured Asbestos Claims of Qualified Claimants.

A full-text copy of the Debtors' Disclosure Statement and Eighth
Modified Joint Chapter 11 Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?852

                        Bondholders' Plan

Under the Bondholders' Plan, all claims will receive the same
treatment as stated in the Debtors' plan with the exception of
Senior Note Claims being reinstated and all accrued and unpaid
prepetition and postpetition interest, plus all applicable fees
and costs of the Indenture Trustee, will be paid in full in cash.

The Bondholders say that in the alternative, Reorganized Congoleum
will:

    * redeem the Senior Notes in accordance with the terms of the
      Indenture,

    * pay the Indenture Trustee, and

    * pay the holders of Senior Note Claims in full and in cash,
      the redemption price as set forth in the terms of the
      Security (as defined in the Indenture), together with
      accrued and unpaid prepetition and Postpetition Interest,
      plus all applicable fees and costs of the Indenture Trustee.

A full-text copy of the Bondholders Committee's Disclosure
Statement explaining its First Modified Joint Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060427053822

                         Insurers' Plan

Under the Insurers' Plan, these claims receive the same treatment
as described in the other plans:

    * Administrative Claims;
    * Priority Tax Claims;
    * Priority Claims;
    * Other Secured Claims;
    * Workers' Compensation Claims;
    * General Unsecured Claims;
    * Senior Note Claims;
    * Asbestos Property Damage Claims; and
    * Subsidiary Interest.

Holders of Lender Secured Claims will receive these treatments:

    * lenders' Existing Credit Agreement will remain in full force
      and effect;

    * Reorganized Congoleum will make all payments to holders of
      the claims as they become due;

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the lenders Secured Claims to grant
      the holders a duly perfected first priority security
      interests in the assets securing the Existing Credit
      Agreement owed on the effective date; and

    * the Debtors or Reorganized Debtors will enter into an
      agreement requested by the Lender Secured Claims pursuant to
      the terms of the Existing Credit Agreement.

On the effective date, the Plan Trust will assume all liability
for:

    * Malignant Asbestos Personal Injury Claims,
    * Non-Malignant Asbestos Personal Injury Claims, and
    * Derivative Asbestos Personal Injury Claims.

Holders of Malignant and Non-Malignant Asbestos PI Claims will
receive, pursuant to the Insurers' TDP:

    (a) the payment percentage of the allowed liquidated value;
        and

    (b) subsequent payment, if any, up to the allowed liquidated
        value of the claim.

Holders of Derivative Asbestos PI Claims will receive payment from
the Plan Trust provided that the Plan Trust will not pay any
Derivative claims unless and until the claimants aggregate
liability for the direct claimant's claim has been fixed,
liquidated, and paid by the derivative claimant by settlement.

Holders of Asymptomatic Asbestos Personal Injury Claims will
receive nothing under the Insurer's Plan.

Holders of Rejection Damages Claims will be paid in full without
interest.  Holders of Insurance Company Claims will receive 50% of
their claim without interest.  Congoleum Interests will be
cancelled and holders of these interests will receive nothing
under the Insurers' Plan.

                 Insurers' Plan vs. Debtors' Plan

The Insurers tell the Court that the Debtor's Plan places control
over the Plan Trust Bankruptcy Causes of action in the Trust
Advisory Committee.  The Insurers say that the Trust Advisory
Committee consists of members who are defendants in the Plan Trust
Bankruptcy Causes of Action, creating an obvious conflict of
interest.  The Insurers say that under their plan, the Plan Trust
takes control of the Plan Trust Bankruptcy Causes of Action which
is a completely neutral party.

The Insurers Plan provides for 80% of Congoleum's New Common Stock
to be placed in the Plan Trust and used to fund distributions to
holders of Asbestos Personal Injury Claims.  The remaining 20%
will be issued to existing management as part of an incentive
program.  On the other hand, the Debtors' plan provides issuance
of 3.8 million shares of New Class A Common Stock to the Plan
Trust but control will remain with the current equity owners and
with the Plan Trust.  Under the Insurers Plan, the New Common
Stock will have full voting rights.

The Insurers contend that the Debtors' Plan continues to provide
Forbearance by Secured Asbestos Claimants, subject to a claimant's
right to object to such Forbearance.  The Debtors' Plan does not
make avoidance of Secured Asbestos Claims a condition to
confirmation of the Debtors' Plan and secured asbestos claimant
may still receive preferential treatment if avoidance actions are
unsuccessful.  The Insurers say that under their plan, Secured
Asbestos Claimants are treated pari passu with all other Asbestos
Personal Injury Claimants.  Secured Asbestos Claimants who do not
elect to this treatment will be subject to litigation seeking
subordination or avoidance of:

    * any security interests to the Congoleum estate; and

    * any obligation under the Claimant or Pre-Petition Settlement
      Agreements.

The Insurers further say that the avoidance is a condition to
confirmation of their plan and was designed to eliminate the
discriminatory treatment afforded by the Debtors to Secured
Asbestos Claimants.

The Insurers say that the Debtors' Plan does not include a set of
TDP whereas their plan provides for one and is designed to provide
fair allocation of available Plan Trust Assets among Asbestos
Personal Injury Claimants holding valid claims and bar holders of
invalid claims.

                          Insurers' TDP

The Insurers' trust distribution procedures require claimants to
prove exposure to asbestos from a product manufactured by any of
the Debtors or its affiliates that contained asbestos.  To receive
distribution, claimants must submit medically verifiable proof of
their disease.  The TDP also provides for an independent Medical
Audit Board to audit randomly submitted claims.  The TDP also
excludes reliance on medical diagnoses and tests submitted by
certain physicians banned from submitting medical diagnosis and
test results by other bankruptcy asbestos trusts.

A full-text copy of the Insurers' Disclosure Statement explaining
their Joint Chapter 11 Plan of Reorganization is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060427054424

                    About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on 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 in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  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).


CSC HOLDINGS: S&P Affirms $5.5 Billion Bank Facilities' BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB-' rating and
'1' recovery rating to Rainbow National Services LLC's proposed
$800 million of secured bank facilities.  These ratings denote
high expectation of full recovery of principal in the event of a
default.

Proceeds from the new bank facility will be used to refinance
existing indebtedness, including borrowings under the company's
current $950 million in secured bank facilities, as well as fund
permitted investments, acquisitions and distributions, and for
working capital and general corporate purposes.

Standard & Poor's also affirmed its 'BB' bank loan rating and '2'
recovery rating on CSC Holdings Inc.'s $5.5 billion of secured
bank facilities.  These ratings denote prospects for substantial
(80%-100%) recovery of principal in the event of a default.  RNS
is a subsidiary of CSC Holdings.  Both entities are owned by
Bethpage, New York-based parent cable TV operator Cablevision
Systems Corp. (Cablevision; BB/Stable/B-1).

"The ratings on Cablevision reflect the solid investment-grade
characteristics of Cablevision's core cable TV business composed
of three million basic subscribers in the metropolitan New
York/New Jersey area," said Standard & Poor's credit analyst
Catherine Cosentino.

These favorable business characteristics are partly offset by the
company's aggressive financial policy, including its April 2006
payment of a $3 billion dividend to shareholders.  Debt to EBITDA
is expected to be in about the mid-6x area on an operating lease-
adjusted basis for 2006, including contractual purchase
commitments, but excluding collateralized indebtedness for
monetization transactions.  The company's favorable business
profile includes:

   * very attractive demographics;
   * healthy broadband penetration; and
   * good market acceptance of its telephony service.

The bank loans at Rainbow National Services consist of a $500
million term loan A maturing in 2013 and a $300 million revolving
credit facility maturing in 2012.  These are rated 'BBB-' with a
'1' recovery rating.

The bank loans at CSC Holdings consist of:

   * a $3.5 billion term loan B maturity in 2013;
   * a $1 billion term loan A maturing in 2012; and
   * a $1 billion revolving credit also maturing in 2012.

These are rated 'BB' with a '2' recovery rating.


CWALT INC: Fitch Rates Class B-3 & B-4 Certificates at Low-B
------------------------------------------------------------
Fitch rated CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2006-19CB:

   -- $1.51 billion classes A-1 through A-33, X, PO, and A-R
      certificates (senior certificates) 'AAA'

   -- $28.3 million class M certificates 'AA'

   -- $11 million class B-1 certificates 'A'

   -- $8.7 million class B-2 certificates 'BBB'

   -- $5.5 million class B-3 certificates 'BB'

   -- $3.9 million class B-4 certificates 'B'

The 'AAA' rating on the senior certificates reflects:

   * the 3.90% subordination provided by the 1.80% class M;
   * the 0.70% class B-1;
   * the 0.55% class B-2;
   * the 0.35% privately offered class B-3;
   * the 0.25% privately offered class B-4; and
   * the 0.25% privately offered class B-5 (not rated by Fitch).

Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.

In addition, the rating also reflects the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Countrywide Home Loans Servicing LP (Countrywide Servicing), rated
RMS2+ by Fitch, a direct wholly owned subsidiary of Countrywide
Home Loans, Inc.

The certificates represent an ownership interest in a group of
primarily 30-year conventional, fully amortizing mortgage loans.
The pool consists of 30-year fixed rate mortgage loans totaling
$1,275,756,564 as of the initial cut-off date, June 1, 2006,
secured by first liens on one-to four- family residential
properties. The average loan balance is $216,634.

The mortgage pool, as of the initial cut-off date, demonstrates an
approximate weighted-average original loan-to-value ratio of
70.72%.  The weighted average FICO credit score is approximately
723.  Cash-out refinance loans represent 33.07% of the mortgage
pool and second homes 3.95%.  The states that represent the
largest portion of mortgage loans are:

   * California (20.92%),
   * Florida (8.55%), and
   * Texas (5.86%).

All other states represent less than 5% of the pool as of the cut-
off date.

Approximately 61.92% and 38.08% of the loans were originated under
CHL's Standard Underwriting Guidelines and Expanded Underwriting
Guidelines, respectively.  Mortgage loans underwritten pursuant to
the Expanded Underwriting Guidelines may have higher loan-to-value
ratios, higher loan amounts, higher debt-to-income ratios and
different documentation requirements than those associated with
the Standard Underwriting Guidelines.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

The depositor will also deposit approximately $296,243,436 into a
pre-funding account on the closing date.  The amount in this
account will be used to purchase supplemental mortgage loans after
the closing date and on or prior to July 31, 2006.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CYBER DEFENSE: Files Amended Financial Statements for 2005
----------------------------------------------------------
Cyber Defense Systems, Inc., filed with the Securities and
Exchange Commission on June 22, 2006, its amended financial
statements for:

   -- the year ended Dec. 31, 2004;
   -- the first quarter ended March 31, 2005;
   -- the second quarter ended June 30, 2005; and
   -- the third quarter ended Sept. 30, 2005.

The Company's Statement of Operations showed:

                               For the period ended
                -------------------------------------------------
                   Year      Quarter       Quarter      Quarter
                 12/31/04    03/31/05      06/30/05     09/30/05
                ----------   ----------  -----------  -----------
Revenue         $3,026,287           $0      $65,765     $114,873

Net (Loss)       ($420,653) ($5,691,147) ($9,076,537)   ($719,460)

The Company's Balance Sheet showed:

                               For the period ended
                -------------------------------------------------
                   Year      Quarter       Quarter      Quarter
                 12/31/04    03/31/05      06/30/05     09/30/05
                ----------  ----------   -----------  -----------
Current Assets    $953,425  $1,155,308    $1,396,334   $1,165,121

Total Assets    $2,811,261  $2,979,135    $5,600,607  $17,075,313

Current
Liabilities     $3,201,269  $3,355,097   $14,686,668  $17,604,431

Total
Liabilities
and others      $3,227,850 [$3,381,678]  $14,847,896  $19,058,254

Total
Stockholders'
Equity (Deficit) ($416,589) [($402,543)] ($9,247,289) ($1,982,941)

                      Techsphere Acquisition

The Company amended its financial statements due to the
acquisition of Techsphere Systems International, Inc.  Cyber
Defense acquired 100% of TSI's 100,000 outstanding common shares
in exchange for Cyber Defense's 23,076,923 shares of Class A
common stock at $5,281,244 and 245,455 shares of Class B common
stock at $58,982 totaling $5,340,226.

TSI is a manufacturer of low, medium and high altitude commercial
airships and was acquired to expand the Company's product
offerings.

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

   Year Ended
   Dec. 31, 2004          http://ResearchArchives.com/t/s?c8b

   first quarter ended
   March 31, 2005         http://ResearchArchives.com/t/s?c8c

   second quarter ended
   June 30, 2005          http://ResearchArchives.com/t/s?c8d

   third quarter ended
   Sept. 30, 2005         http://ResearchArchives.com/t/s?c8e

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2006,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems, 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 auditing firm pointed to the Company's working capital
deficit and operating losses.

Headquartered in St. Petersburg, Florida, Cyber Defense Systems,
Inc. (OTCBB: CYDF) -- http://www.cyberdefensesystems.com/--  
offers security solutions for the military, government, and the
private sector.  Cyber Defense manufactures new generation
airships for surveillance and communication.


DELPHI CORP: Equity Panel Identifies Flaw in Notice Procedures
--------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Delphi Corporation and its debtor-affiliates' bankruptcy cases
points out that there are deficiencies in the notice and reporting
provisions by the Debtors.  The Equity Committee contends that the
Debtors omitted the counsel to the Equity Committee as one of the
notice parties in these pleadings:

  -- request to approve protocol for lift stay procedures;
  -- request for claims settlement procedures; and
  -- request to sell MobileAria Inc.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, contends that as a statutory committee
appointed in the Debtors' Chapter 11 cases, the Equity Committee
should be provided with any notice or report that is given to any
other committee.

The Equity Committee should have the opportunity to analyze and
assess the potential effects of proposed settlements and or sales,
Ms. Steingart says.

Ms. Steingart assures the U.S. Bankruptcy Court for the Southern
District of New York that the Equity Committee is mindful of the
scope limitations imposed by the Court and will adhere to those
limitations when determining whether and how to act on issues as
they arise.

Ms. Steingart adds that the provision of notice and reports to the
Equity Committee, which are already being provided to the Official
Committee of Unsecured Creditors, does not prejudice or place an
undue burden on the Debtors.

                         Debtors Respond

The Equity Committee was formed as a limited purpose committee to
provide shareholders a voice in those aspects of these cases
directly relating to the Debtors' labor transformation, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, argues.

Mr. Butler points out that the Equity Committee's appointment did
not contemplate that it would have a role in (a) potential
agreements to lift the automatic stay for the limited purpose of
allowing certain litigants to liquidate their prepetition claims,
(b) potential settlements of claims below certain materiality
thresholds under the proposed settlement procedures, or (c) sales
of assets as those proposed in the MobileAria Motion.

The Settlement Procedures and the Lift Stay Procedures are the
product of extensive negotiation between the Debtors and the
Creditors Committee.  The Creditors Committee has not also
objected to the MobileAria's sale.

Nevertheless, notes Mr. Butler, the Equity Committee seeks to
duplicate the role of the Creditors Committee and interject itself
broadly into numerous areas wholly unrelated to the Debtors' labor
transformation.

Mr. Butler contends that a duplication of effort would be
inefficient, a waste of the estates' resources, and wholly
unnecessary as it will not provide any material benefit to equity
holders or any other party-in-interest.

Based in Troy, Mich., 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. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Reports on Claim Transfers Made Through March 31
-------------------------------------------------------------
The first recorded claim transfer agreement in the Delphi
Corporation and its debtor-affiliates' docket sheet was filed by
Trade-Debt.net on November 2, 2005.  Koolant Koolers Inc.
transferred its $17,000 claim to Trade-Debt.

A month later, Liquidity Solutions, Inc., doing business as
Revenue Management, notified the U.S. Bankruptcy Court for the
Southern District of New York that it acquired a $221,982 claim
filed by Cincinnati Machine and a $239,472 claim filed by Orbis
Corporation.

In late December 2005, Riverside Claims, LLC, also purchased
claims from at least 17 creditors with claim amounts varying from
$1,080 to $24,794.

During the first quarter of 2006, other parties entered the
picture.

ASM Capital LP made the most number of claim purchases in the
first quarter with at least 191 transfers recorded in the docket.
The biggest claim transfers to ASM include:

    Creditor                    Claim Amount
    --------                    ------------
    World Products Inc.           $135,690
    Kavlico Corp.                  434,962
    Westbrook MFG Inc.             466,755
    Schaeffler Canada Inc.         713,875
    JAE Electronics                549,608

Trade-Debt.net also bought a huge number of claims in the first
quarter with at least 188 claim transfer notices filed in the
Court's docket.  However, the claim amounts of Trade-Debt.net's
purchases are minimal, seldom exceeding the $5,000 mark.

Sierra Liquidity Fund bought at least 173 claims, the largest of
which include:

    Creditor                    Claim Amount
    --------                    ------------
    Sofanou Inc.                  $284,545
    Atlas Pressed Metals           105,925
    New England Interconnect       118,586
    Lake Erie Products             100,860

Madison Niche Opportunities bought about 100 claims, including:

    Creditor                    Claim Amount
    --------                    ------------
    Universal Bearing Inc.        $464,157
    Micron Precision Machining     355,917
    Shumsky Promotional Agency     117,714
    Process Development Corp.      156,180

Although Contrarian Funds LLC bought a minimal amount of claims
-- not more than 25 -- those claims assert huge amounts, which
include:

    Creditor                              Claim Amount
    --------                              ------------
    Creative Engineered Polymer Products    $3,585,701
    Magnesium Products of America Inc.       1,427,655
    Trostel, Ltd.                            1,241,528
    Camoplast Inc.                           1,545,914
    Strattec Security Corp.                  3,413,887
    Blissfield Manufacturing Co.             1,188,368

Other huge claim transfers -- in terms of claim amounts -- were
made to:

Transferee                Transferor             Claim Amount
----------                ----------             ------------
Bear Stearns Investment   Alps Automotive Inc.     $6,140,513
Products Inc.

Longacre Master Fund      NGK Automotive Ceramics  $3,608,176

Longacre Master Fund      Sharp Electronics Corp.  $7,343,692

JPMorgan Chase Bank NA    Fujitsu Ten Corp.        $5,111,996

JPMorgan Chase Bank NA    Alcan Rolled Products-   $3,648,422
                          Ravenwood, LLC

Credit Suisse First       Pioneer North America    $6,185,132
Boston

Merrill Lynch Credit      AW Transmission         $10,444,084
Products LLC              Engineering U.S.A.

Stonehill Institutional Partners, Debt Acquisition Company of
America, Amroc Investments LLC, Capital Markets, and Midtown
Claims LLC, and VonWin Capital LP, also bought claims from the
Debtors' creditors.

Based in Troy, Mich., 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. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELUXE CORP: S&P Lowers Corporate Credit Rating One Notch to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Deluxe
Corp., including its long- and short-term corporate credit ratings
to 'BB+' from 'BBB-' and 'B' from 'A-3', respectively.

In addition, all ratings were placed on CreditWatch with negative
implications.

The downgrades and CreditWatch listing reflect Deluxe's
announcement that it has lowered its EPS guidance for 2006 to
$1.37 - $1.47 per diluted share from $2.70 - $2.80, partly due to
challenging business conditions in all three of its business
units.

In addition, Deluxe announced it plans to take a charge in the
June 2006 quarter related to the abandonment of a software
investment totaling approximately $45 million, or 56 cents per
diluted share.  The lowered profitability guidance is expected to
have a corresponding impact on operating cash flow for the year,
which could meaningfully alter expectations for debt repayment and
financial profile improvements.

Standard & Poor's will resolve its CreditWatch following an
assessment of Deluxe's expected operating performance and its
financial policies.  Given the materiality of the lowered earnings
guidance, the outcome of our review could range from an
affirmation to a multiple-notch downgrade.


DETROIT MEDICAL: Good Results Cues S&P to Affirm Bonds' BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Michigan State Hospital Finance Authority's bonds, issued for
Detroit Medical Center, to stable from positive.  The lower rating
outlook is due to DMC's diminished operating momentum resulting
from slack volume trends, and the risk that liquidity will be
reduced by sizable pension contributions due in 2006 and 2007.

At the same time, Standard & Poor's affirmed its `BB-' rating on
DMC's bonds, reflecting positive operating results in 2005 for the
first time in many years and continued cost control vigilance in
the face of weak volume trends and a challenging local economy.

"The stable outlook balances the fact that Detroit Medical
Center's operations are measurably improved over prior years with
the recent volume weakness, which has caused DMC to fall behind
budget at a time when cash flow is critical to maintaining
liquidity because of high pension contributions," said Standard &
Poor's credit analyst Liz Sweeney.

Credit challenges, in addition to the current volume weakness and
the low liquidity, include:

   * high leverage;

   * limited capital spending;

   * a challenging payor mix; and

   * economic challenges in Detroit ('BBB' GO rating, negative
     outlook), including weakness in the American automotive
     industry.

DMC's credit strengths have not changed and include:

   * a substantial business base ($1.9 billion in revenue) as the
     third largest health system in the highly-consolidated
     southeast Michigan market;

   * a low debt burden, with maximum debt service at only 2.8% of
     revenue;

   * more realistic budgeting procedures beginning in 2004; and

   * a management team adept at controlling costs.

DMC's rating was raised two notches in 2005 to `BB-' from `B' due
to an operating turnaround of $116 million in 2004 and positive
operating results early in 2005.  At the time, volume and
operating trends were positive, and the outlook reflected those
trends.

Although 2005's results as a whole were impressive, with the first
operating gain in many years, some momentum was lost in the second
half of 2005 and early 2006, with volumes declining again despite
DMC's strong customer service initiatives and strengthened
marketing campaigns.

"It will be critical in 2006 for Detroit Medical Center to remain
close to its operational targets and limit the decline in
liquidity to at most the forecasted amount," added Ms. Sweeney.
"A greater than expected liquidity decline or failure to maintain
positive operations could warrant a negative outlook or rating
change."

The rating outlook revision affects approximately $556 million in
rated debt.


DJZ INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: DJZ Inc.
        dba Outrageous Bargains
        pdba Mill Oak & Pine Furniture
        aka Loan Mill Inc.
        pdba Oak Mill
        2200 South Vineyard Avenue
        Ontario, California 91761

Bankruptcy Case No.: 06-11667

Chapter 11 Petition Date: June 30, 2006

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Stephen R. Wade, Esq.
                  400 North Mountain Avenue, Suite 214B
                  Upland, California 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                              Claim Amount
      ------                              ------------
      Legends Furniture                       $142,779
      10300 West Buckeye Road
      Tolleson, AZ 85353-9212

      Serta Mattress Company                  $101,829
      File #56555
      Los Angeles, CA 90074-6555

      Wells Fargo Payment Center               $75,413
      P.O. Box 54349
      Los Angeles, CA 90054-0349

      Furniture Values                         $60,452

      Thunderbird Furniture                    $47,140

      Michael Nicholas Designs                 $46,619

      San Bernardino County Sun                $46,476

      Press-Telegram Display                   $46,462

      Grejor Company Inc.                      $46,034

      Los Angeles Times                        $41,697

      Advance Delivery Solutions               $39,062

      Sunny Designs, Inc.                      $38,880

      Surewood Oak                             $37,262

      Valspar                                  $31,970

      Premium Financing                        $31,912

      Mansfield Furniture                      $31,563

      San Gabriel Valley Newspaper             $27,082

      Fairmont Designs                         $25,754

      Furniture Traditions                     $24,586

      Core Property Management                 $22,769


DOCTORS MARKETING: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Doctors Marketing Group, LLC
        21031 Ventura Boulevard, Suite 701
        Woodland Hills, California 91364

Bankruptcy Case No.: 06-11037

Type of Business: The Debtor filed for chapter 11 protection on
                  February 10, 2006 (Bankr. C.D. Calif. Case No.
                  06-10158).

Chapter 11 Petition Date: July 3, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  707 Wilshire Boulevard, Suite 3700
                  Los Angeles, California 90017
                  Tel: (213) 892-9950

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

      Entity
      ------
      All California Funding
      13047 Ventura Boulevard, 2nd Floor
      Studio City, CA 91604
      Joe Mu¤oz
      Tel: (818) 990-1100
      Fax: (818) 990-1434

      William H. Brownstein & Associates, P.C.
      1250 Sixth Street, Suite 205
      Santa Monica, CA 90401
      Tel: (310) 458-0048
      Fax: (310) 576-3581

      SBS Trustee Network
      31194 La Baya Drive, Suite 106
      Westlake Village, CA 91362

      Duane Van Dyke
      104 North Larkin Drive
      Covina, CA 91722

      MCH Medical Center, Inc.
      104 North Larkin Drive
      Covina, CA 91722

      Citivest Financial Services
      1055 Wilshire Boulevard, Suite 1940
      Los Angeles, CA 90017


EASTMAN KODAK: Shutting Down Kirkby, England Manufacturing Plant
----------------------------------------------------------------
Eastman Kodak Company committed to shut down the Synthetic
Chemicals operation and associated support facilities that produce
chemicals used in the manufacture of photographic products in
Kirkby, England, on June 27, 2006.

In conjunction with this action, the Company will incur charges
totaling approximately $37 million.  Included in the restructuring
related charges of approximately $29 million are employee
termination benefits of approximately $7 million, building and
plant equipment accelerated depreciation and inventory write-offs
of approximately $14 million, and other exit costs of
approximately $8 million.

In addition, the Company will record approximately $8 million in
operational charges related to executing this action.  The
severance, other exit costs, and the operational charges require
the outlay of cash, while the accelerated depreciation and
inventory write-offs represent non-cash charges.  The estimated
restructuring related charges exclude the potential impacts from
any pension plan settlement or curtailment gains or losses that
may be incurred, as these amounts are not currently determinable.
These actions are expected to be complete by year-end 2007.

This action is a part of the Company's restructuring program that
was originally announced on January 22, 2004 and subsequently
expanded on July 20, 2005.  The Company expects that it will
continue to consolidate its worldwide operations in order to
eliminate excess capacity.

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch downgraded Eastman Kodak's Issuer Default Rating to 'B' from
'BB-' and the company's senior unsecured debt to 'B-' from 'B+' on
May 16, 2006.  The Outlook remains Negative.

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the ratings of the Eastman Kodak
Company on review for possible downgrade.  Ratings placed on
Review for Possible Downgrade included the Company's Corporate
Family Rating at B1; Senior Unsecured Rating at B2; and Senior
Secured Credit Facilities at Ba3.


EASTMAN KODAK: Withdraws Operations in Chalon-sur-Saone, France
---------------------------------------------------------------
In its latest action responding to the overall decline in
traditional film imaging, Eastman Kodak Company will continue to
progressively withdraw manufacturing activities from the Kodak
Industrie Chalon Plant in Chalon-sur-Saone, France by a job
reduction program.

Kodak will end x-ray film finishing operations at the site.  The
closure will affect about 300 jobs, and the operations will be
transferred to other Kodak plants with available capacity.

"We will work to smoothly implement these changes, so that
customers can rely on the same high-quality x-ray film products
they have always received from Kodak," J.P. Martel, president of
Kodak Industrie, said.

Martel emphasized that Kodak has intensified efforts to develop an
industrial park, the Burgundy Region Industrial Park, at the
Chalon site, helping secure positions for a significant number of
employees through divestitures and by attracting new businesses to
the site. He pointed to a number of recent successes in that
regard and said that the total number of jobs preserved through
these developments could reach 700.

Kodak Industrie said it would fulfill its contractual commitments
to employees and implement a severance program.  This program
could include a voluntary retirement and separation program, other
opportunities for employee relocation within the industrial park
and assistance for employees seeking new jobs.

Based in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- is a worldwide vendor of imaging products
and services.  The company is committed to a digitally oriented
growth strategy focused on four businesses: Digital & Film Imaging
Systems - providing consumers, professionals, and cinematographers
with digital and traditional products and services; Health -
supplying the medical and dental professions with traditional and
digital imaging and information systems, IT solutions, and
services; Graphic Communications - providing customers with a
range of solutions for prepress, traditional and digital printing,
document scanning, and multi-vendor IT services; and Display &
Components - supplying original equipment manufacturers with
imaging sensors as well as intellectual property and materials for
the organic light-emitting diode and LCD display industries.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch downgraded Eastman Kodak's Issuer Default Rating to 'B' from
'BB-' and the company's senior unsecured debt to 'B-' from 'B+' on
May 16, 2006.  The Outlook remains Negative.

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the ratings of the Eastman Kodak
Company on review for possible downgrade.  Ratings placed on
Review for Possible Downgrade included the Company's Corporate
Family Rating at B1; Senior Unsecured Rating at B2; and Senior
Secured Credit Facilities at Ba3.


ENRON CORP: Court Defers Ruling on JP Morgan Subrogation Request
----------------------------------------------------------------
On Feb. 23, 2003, JPMorgan Chase Bank filed:

    -- Adversary Proceeding No. 03-8150 against Quachita Power,
       LLC, Cogentrix Quachita Holdings, Inc., and Cogentrix
       Energy, Inc., and

    -- Adversary Proceeding No. 03-8151, against Green Country
       Energy, LLC, Cogentrix of Oklahoma, Inc., and Cogentrix
       Energy.

On May 23, 2003, the defendants sought dismissal of the
Complaints.

JPMorgan's claims stem from certain draws made by Green Country
and Quachita on various letters of credit issued to them by
JPMorgan, pursuant to a Master Letter of Credit and Reimbursement
Agreement with Enron Corp.

The L/Cs were issued to secure the performance of National Energy
Production Company, NEPCO Power Procurement Company and NEPCO
Procurement Company with respect to two separate construction
projects involving Green Country and Quachita.  Pursuant to the
Master Agreement, Enron was obligated to reimburse JPMorgan for
any draws on the L/Cs.

JPMorgan argues that Green Country and Quachita had paid certain
sums to the NEPCO Entities that would have been used for the
payment of vendors and subcontractors with respect to the
construction projects.  Because Enron swept the cash prior to its
bankruptcy filing, the funds became unavailable to the NEPCO
Entities and the construction projects were not completed at the
time of the filing.  Consequently, Green Country and Quachita
drew on their respective L/Cs and JPMorgan paid the draws.

JPMorgan argues that the draws were wrongful because both
construction projects were completed substantially on time or,
with respect to only the Quachita project, it was deliberately
delayed by Quachita to allow for its draw on the L/Cs.

JPMorgan alleges that the draws on the L/Cs breached the two
underlying contracts between the NEPCO entities and Green
Country, and between the NEPCO Entities and Quachita because the
conditions for a proper draw had not been met.  JPMorgan has not
been reimbursed for the draws.

Both Enron and the NEPCO Entities were applicants on the L/Cs.
As a result of its payment for the draws, JPMorgan contends that
it is subrogated to Enron's and the NEPCO Entities' rights
against Green Country and Quachita.  As a purported subrogee,
JPMorgan asserts claims for relief against Green Country and
Quachita for their alleged breach of contract and breach of
warranty under Uniform Commercial Code Sections 5-110(a)(2) and
against Green Country and Quachita for inducing the breach of
contract and breach of warranty.

JPMorgan alleges that Quachita has been unjustly enriched for
$41,182,200 at JPMorgan's expense and Cogentrix Holdings and
Cogentrix Energy have benefited from the same amount.  Quachita
drew on the L/Cs issued by JPMorgan in violation of Quachita's
construction contract with NEPCO and without having suffered any
damages for the draws.

With respect to the counts as brought against Green Country and
Quachita, the parties acknowledge that:

    -- pursuant to the terms of the relevant L/Cs, the provisions
       of the Uniform Customs and Practice for Documentary
       Credits, International Chamber of Commerce Publication
       Brochure No. 500, Int'l Chamber Comm., Unif. Customs and
       Practice for Documentary Credits (Pub. No. 500 1993),
       apply; and

    -- even though the UCP provisions apply, the provisions of
       the New York Uniform Commercial Code apply, pursuant to
       both the L/Cs and state law, where the UCC provisions are
       not in conflict with the UCP.

As the UCP does not have any provision relating to subrogation,
JPMorgan contends that Section 5-117 of the UCC governs this
dispute.

Green Country and Quachita, however, contend that there is a
conflict between the UCP and the UCC because the term
"applicant," which is used in Section 5-117, is defined
differently in the UCP and the UCC.

Green Country and Quachita argue that, under the UCP definition
of applicant, which is a "customer," it is clear that the only
customer in this transaction who qualifies as an applicant is
Enron and that, therefore, none of the NEPCO Entities qualify as
"applicants" to whose position JPMorgan may subrogate.

                 Court Clears Cogentrix Entities

With respect to the allegations brought against the Cogentrix
Entities, the Court notes the Complaints do not contain any
specific facts or circumstances to support JPMorgan's allegation
that the Cogentrix Entities directed or caused the actions of
Green Country or Quachita to draw on the L/Cs.  Nor are there any
allegations that Green Country or Quachita were merely shell
corporations.

Accordingly, the Court grants the Cogentrix Entities' request for
dismissal of the Complaints as filed against them.

              Court Defers Enron Subrogation Ruling

With respect to the allegations where JPMorgan, as issuer of the
L/Cs, seeks to subrogate to the rights of Enron as applicant, the
Court agrees that multi-level subrogation may be a possibility.
The Court accepts the analysis set forth in James J. White,
Rights of Subrogation in Letters of Credit Transaction, 41 St.
Louis U. L.J. 47, 61-64 (1996), where the author promotes the
theory that warranty rights should be treated as the underlying
obligation owed to the applicant to which the issuer is the
secondary obligor.

Thus, at this juncture, the Court is not prepared to dismiss the
counts seeking to subrogate to Enron's right as applicant on the
breach of warranty counts.

           Court Dismisses Unjust Enrichment Claims

With respect to the direct unjust enrichment counts brought
against Quachita and Green Country, the Court notes that, under
New York law, the existence of a valid contract precludes
recovery in quasi-contract for events arising out of the same
subject matter.  The Court finds that because the parties' rights
and obligations are set forth in the four corners of the
documents and because the parties knowingly conduct their
relationship pursuant to a statutory framework concerning letter
of credit law that fills in any gaps, an action for unjust
enrichment is not available.

The Court, thus, grants the portion of the motions by Green
Country and Quachita seeking to dismiss the direct unjust
enrichment counts brought against them.

With respect to those counts filed against Green Country, other
than the portion of the count where JPMorgan seeks to subrogate
to Enron's warranty rights under Section 5-110(a)(2), the
Complaint as filed against Green Country is dismissed.

With respect to the counts filed against Quachita, other than the
counts where JPMorgan seeks to subrogate to the rights of the
NEPCO Entities, as applicants, and to the portion of the count
where JPMorgan seeks to subrogate to Enron's warranty rights
under Section 5-110(a)(2), the Complaint is dismissed.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON: Silicon Valley & Valley Electric to Pay $50 Mil. Settlement
------------------------------------------------------------------
Enron Corp. is expected to receive $50,000,000 of total contract
termination payments from Silicon Valley Power, also known as the
City of Santa Clara, California, and Valley Electric Association,
The New York Times and Bloomberg News reports.

Enron supplied energy to Silicon Valley and VAE.  The utilities,
however, assert that Enron failed to complete its contractual
obligations.

Under separate settlement agreements, Silicon Valley agrees to
pay Enron $36,500,000.  VAE agrees to pay Enron $14,000,000.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Ct. Dismisses Sparger Suit Seeking Termination Payment
------------------------------------------------------------------
John Robert Sparger was as an employee of Enron Expat Services,
Inc., and was assigned to Enron Europe Limited until EEL entered
into insolvency proceedings in the United Kingdom on November 29,
2001.  EEL's insolvency administrator eventually terminated Mr.
Sparger's service with EEL.

Mr. Sparger informed Expat of his termination from EEL and
returned to the United States on December 4, 2001.  Mr. Sparger
contacted Enron on January 16, 2002, after Expat and Enron failed
to give him his salary payment for the first bimonthly pay period
for 2002.

Enron, however, informed Mr. Sparger that his employment had been
terminated on January 1, 2002, and that no payment was due on
January 15, 2002.

In early 2002, Mr. Sparger was engaged in a dispute with Enron,
Expat and Robert W. Jones, Todd Migliore, and C. Robert Vote
concerning his January termination.  Messrs. Jones, Migliore and
Vote acted as agents of Enron and Expat.

Enron asserted that Mr. Sparger had been terminated as part of
its bankruptcy and that it was not required to satisfy any
termination and severance obligations under his employment
agreement with Expat.

Mr. Sparger objected to Enron's interpretation and argued that
his employment was with Expat, which in 2001, had not yet
declared bankruptcy and that Enron's bankruptcy did not affect
his rights under the employment agreement.

On May 13, 2002, Sparger filed a suit against Expat in the 165th
Judicial District for Harris County, Texas, alleging that Expat
had breached the employment agreement.  The proceedings were
subsequently stayed after Expat filed for bankruptcy on Nov. 14,
2002.

Mr. Sparger subsequently filed Claim No. 797400 for $207,500
against the Debtors in connection with their obligations under
the employment agreement.

             Sparger Demands Termination Payment

On June 9, 2003, Mr. Sparger filed Adversary Proceeding No. 03-
08266 against Enron, Expat and Messrs. Jones, Migliore and Vote,
alleging that they committed fraud in obtaining a discharge of
their obligations to him and making a false or fraudulent
representation concerning the employment agreement.

On July 21, 2003, Mr. Sparger filed an amended complaint with the
defendants' consent.  Mr. Sparger asserts:

    -- contractual termination payments under his employment
       agreement with Expat to be paid as a priority
       administrative claim under Sections 503(b)(1)(A) and
       507(a)(1) of the Bankruptcy Code; and

    -- a civil Racketeer Influenced and Corrupt Organizations Act
       action under 18 U.S.C. Sections 1962(c) and 1964(c),
       predicated on the defendants' alleged mail and wire fraud
       violations under Sections 1341 and 1343.

Mr. Sparger argues that the defendants' continued refusal to meet
their obligations under the employment agreement constitutes
willful fraud and a pattern of racketeering activity intended to
deprive him of his contractual rights.

On October 22, 2003, the defendants sought the dismissal of the
Amended Complaint on grounds that the reliefs sought by
Mr. Sparger were defective as a matter of law.

             Bankruptcy Court Dismisses Sparger Suit

The Court holds that Mr. Sparger has failed as a matter of law to
state a claim for administrative priority under Sections
503(b)(1)(A) and 507(a)(1).

For a claim to be accorded administrative priority, a debtor must
receive a real, and not potential benefit, Judge Gonzalez
relates.

Judge Gonzalez notes that the termination payment provided under
the employment agreement is inversely related to the length of
Mr. Sparger's employment, and no provision is made to increase
the payment to reflect the length of his tenure.  The termination
payment is intended more to encourage the Debtors to retain Mr.
Sparger than to protect him from the economic hardship of
joblessness.

The termination payment entitles Mr. Sparger to no more than his
monthly salary for the remaining length of his employment term
and is unrelated to any other factor of his employment.  Thus,
the termination payment is more properly classified as damages as
opposed to severance pay, Judge Gonzalez states.

The Court also holds that, with regards to the RICO action, Mr.
Sparger has failed as a matter of law to adequately plead open-
ended continuity of a pattern of racketeering activity on the
part of the defendants.

The pattern of racketeering activity extended from January 2002,
the first alleged predicate act of wire fraud to May 2003, the
last alleged instance of mail fraud.  Judge Gonzalez, however,
notes that the alleged predicate acts are few in number and
consist uniformly of communications in which the defendants
stated their position vis-a-vis the underlying employment
controversy between the parties.

Mr. Sparger has only alleged a single scheme consisting of a
single fraudulent goal, a single corporate perpetrator and a
single victim, and which concerns what amounts to a simple breach
of contract, Judge Gonzalez points out.  He adds that the mere
allegation of continued fraud, even if it is assumed to be true,
is insufficient as a matter of law to establish open-ended
continuity without factual or contextual support.

The Court concludes that the Amended Complaint should be
dismissed without leave to amend for failure to state a claim
under Rule 12(b)(6) of the Federal Rules of Bankruptcy Procedure.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EXIDE TECHNOLOGIES: Posts $76MM Net Loss in 2006 Fiscal 4th Qtr.
----------------------------------------------------------------
Exide Technologies reported that net sales of $730.6 million in
its financial statements for the fiscal year ended March 31, 2006,
compared to $712.8 million in the prior year quarter.

Foreign currency negatively impacted year-over-year fourth quarter
sales by approximately $32 million, which was more than offset by
favorable pricing in all businesses as well as increased volume in
both of the Company's Transportation Divisions and in its
Industrial Energy North American Division.

The net loss for the fourth quarter of fiscal 2006 was $76.3
million compared with a net loss of $44.4 million or in the prior
year period.

Exide said the increase in the net loss in the fourth quarter is
principally driven by the recording of $24 million for a
settlement with the U.S. Attorney for the Southern District of
Illinois relating to a historic fine, and a $5 million increase in
interest cost due to higher debt and rates.

The Company reported net sales of $2.82 billion in fiscal 2006
compared with $2.69 billion in fiscal 2005.  Exide said the
increase was principally attributable to growth in Industrial
Energy worldwide and Transportation North America, partially
offset by $53 million of negative foreign currency impact.
Additionally, net sales were favorably impacted by overall
pricing actions throughout all segments.

Net loss as reported was $172.7 million in fiscal 2006 compared
with net loss of $466.9 million in the period May 6, 2004, to
March 31, 2005 (Successor Company).  The fiscal 2005 results
included a goodwill impairment charge of $389 million.  Excluding
this, the net loss for the current fiscal year increased by
approximately $95 million, principally driven by a $54 million
reduction on the gain from revaluation of the Company's warrants'
liability (from $63 million in fiscal 2005 to $9 million in fiscal
2006), $27 million of increased interest expense due to higher
debt and rates and the recording of the settlement with the U.S.
Attorney.

According to Exide, it uses adjusted EBITDA as a key measure of
its operational financial performance.  Adjusted EBITDA is also a
key element of the covenants in its bank agreements.  Exide said
the measure underlies its operational performance and excludes
the nonrecurring impact of its current restructuring actions.
Adjusted EBITDA is defined as earnings before interest, taxes,
depreciation, amortization and restructuring charges.  Exide's
adjusted EBITDA definition also adjusts reported earnings for the
effect of non-cash currency remeasurement gains or losses, the
non-cash gain or loss from revaluation of the Company's warrants
liability, impairment charges and non-cash gains or losses on
asset sales, as well as a specific exclusion for the settlement
with the U.S. Attorney.

Exide reported that Adjusted EBITDA in the fourth quarter of 2006
was $19.3 million compared to $6.5 million in the fourth quarter
of the fiscal year.  Full year 2006 adjusted EBITDA was $104.5
million compared to $105.7 million in fiscal 2005.

Moreover, after further review of various tax and non-tax related
entries, Exide disclosed that it will not be restating prior
period financials results.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes 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. 87;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Panel Taps Jefferies as Advisor Under Modified Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
the Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Federal-Mogul Corporation and its debtor-
affiliates to continue retaining Jefferies & Company, Inc.
pursuant to the terms of a modified engagement letter.

In March 2005, the Creditors Committee sought and obtained the
Court's authority to expand the firm's retention to include work
on the potential sale of the Debtors' Zanxx division pursuant to
terms of a supplemental engagement letter.

The Committee wants to continue to retain Jefferies pursuant to a
modified form of the Zanxx Engagement Letter.

According to Charlene D. Davis, Esq., at The Bayard Firm, in
Wilmington, Delaware, the Modified Zanxx Engagement Letter alters
the Zanxx Engagement Letter in two ways:

   1. It modifies Jefferies' scope of work.  The modified
      services will relate to the potential sales of these
      additional assets, operations and businesses --
      Divestitures:

         * Araras Precision Machining Operations
         * Diadema
         * Federal-Mogul Windsor Machining Operations
         * Sintered Products
         * Wagner Lighting Products

   2. It will alter the terms of the firm's compensation:

         * the aggregate fees owed to it will be fixed at an
           amount less than the total potential fees under the
           Zanxx Engagement Letter; and

         * a portion of fees will be earned and paid on a monthly
           basis rather than on the occurrence of a sale.

The Debtors agree with the expanded scope, Ms. Davis told the
Court.

The Debtors and the Committee believe that a sale of the
Divestitures should be actively explored and pursued since they no
longer fit in the Debtors' core strategic product groups and their
value is best maximized via a sale to third parties who would view
the business as core and strategic.  With the stand-alone nature
and low degree of integration with the Debtors' other businesses,
the Divestitures can be sold with minimal disruption and impact on
the Debtors' reorganization, Ms. Davis adds.

In connection with the revised engagement, Jefferies will:

   -- provide a thorough analysis of the Debtors' proposed
      marketing materials and market positioning of the
      Divestitures;

   -- conduct a detailed review of the buyers' list; and

   -- identify and research additional potential buyers.

For the additional services, Jefferies will be entitled to:

   (a) a monthly fee equal to $150,000 per month for four
       months.  The first Monthly Fee was be payable on May 1,
       2006.  Subsequent Monthly Fees will be payable on the
       first day of each subsequent month.

   (b) a $175,000 fee due and payable on the earlier of a closing
       of a sale or the effective date of the Debtors' plan of
       reorganization or liquidation.

   (c) reimbursement of its expenses incurred in connection with
       a sale.

   (d) receive, if Jefferies' services are terminated for any
       reason, all the agreed fees and reimbursement that had
       accrued up to and including the effective date of the
       termination.  If Jefferies' services are terminated by the
       Committee -- or by Jefferies, for cause -- and the Debtors
       complete a transaction similar to a sale contemplated
       within a year of the termination, then the Debtors will
       pay Jefferies, concurrently with the closing of the sale,
       in cash the agreed fees and reimbursement.

The proposed modification will be in addition to all fees and
other consideration already paid under the original Zanxx
Engagement Letter, and those set forth in the Amended Engagement
Letter.  Ms. Davis noted that the supplemental fee structure will
not alter the obligation to provide to the firm all fees, expense
reimbursements or other consideration which may accrue under the
Amended Engagement Letter.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOAMEX INTERNATIONAL: Wants Thurmo-Sleep Settlement Pact Approved
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
mediated settlement agreement between Foamex L.P. and Thurmo-Sleep
USA, Inc.

On June 21, 2005, Foamex sued Thurmo-Sleep before the General
Court of Justice, Superior Court Division of the State of North
Carolina, asserting $572,083 in damages for Thurmo-Sleep's
nonpayment of goods delivered by the Debtor.

In its response to the State Court Action, Thurmo-Sleep asserted
counterclaims against Foamex, alleging that Foamex sold and
delivered defective products.

On June 14, 2006, the parties participated in a Mediated
Settlement Conference.  In an effort to avoid the costs and risks
associated with litigating the issues raised before the State
Court, the parties agreed to resolve all issues and disputes
between them.

The principal terms of the Settlement are:

   (a) Thurmo-Sleep will make a settlement payment $515,000 to
       Foamex.  Payment will be made in equal installments of
       $57,222 per month beginning July 15, 2006, until the
       settlement amount is paid in full;

   (b) Thurmo-Sleep will execute and deliver a Uniform Commercial
       Code financing statement and a security agreement for
       Foamex to record and file to secure the payment of the
       settlement amount;

   (c) Thurmo-Sleep will execute and deliver to Foamex an
       irrevocable confession of judgment for the settlement
       amount, which will not be filed until or unless Thurmo-
       Sleep defaults in any monthly payment; and

   (d) Foamex will pay $875 to cover the whole cost of the
       Mediated Settlement Conference.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Taps SSI Inc. as Exec. Search Consultant
--------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ SSI (U.S.) Inc., doing business as SpencerStuart, as their
executive search consultant, nunc pro tunc to June 26, 2006.

SpencerStuart will assist the Debtors' three-member search
committee in identifying and hiring the Debtors' permanent
president and chief executive officer in accordance with the
criteria to be developed by the Search Committee, senior
management and advisors.

The Debtors believe that SpencerStuart is well suited to serve as
their executive search consultant and has the background and
expertise in executive recruitment, Joseph M. Barry, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
says.

Subject to Court approval, SpencerStuart will earn a fee of one-
third of the total first-year compensation payable to the
president and CEO, subject to a $400,000 cap.

The first $300,000 of SpencerStuart's fee will be billed in three
equal monthly installments with the first payment due June 30,
2006.  The remainder of the fees, if any, will be payable upon the
hiring of the new president and CEO.

SpencerStuart's fees are not refundable and the initial $300,000
fee is not contingent upon the firm's success in placing a
candidate, Mr. Barry notes.

The Debtors will reimburse SpencerStuart for normal out-of-pocket
recruiting-related expenses on a monthly basis.  The Debtors will
pay:

   (a) $30,000 over the first three months for telephone,
       facsimile, postage, computer communication, duplication
       and other communications costs; and

   (b) a fixed monthly charge of $100 starting in the fourth
       month.

Due to the nature of SpencerStuart's services, the Debtors propose
that the firm be paid at the time its fees and expenses become due
without further Court order.

SpencerStuart has researched its client database and has
discovered that it has provided, or is currently providing,
services to some parties-in-interest in matters unrelated to the
Debtors' Chapter 11 cases.

Nicholas S. Young, a consultant at SpencerStuart, assures the
Court that his firm has no connection with the Debtors, their
affiliates, their creditors, the U.S. Trustee or any other party
with an actual or potential interest in the Debtors' Chapter 11
cases or their respective attorneys or accountants.

SpencerStuart is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors or their estates,
Mr. Young adds.

Mr. Young tells Judge Walsh that the Debtors intend to commence
the search for a new CEO immediately and hope to conclude the
search by September or October 2006.  Because SpencerStuart is
expected to jumpstart and conduct the Debtors' search, the Debtors
ask the Court to hear the Application on an expedited basis.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FONIX CORPORATION: March 31 Working Capital Deficit Tops $21MM
--------------------------------------------------------------
Fonix Corporation reported a $4,081,000 net loss on $3,182,000 of
revenues for the quarter period ended March 31, 2006, compared to
a $4,080,000 net loss on $4,223,000 of revenues for the same
period in 2005.

As of March 31, 2006, the company's balance sheet showed
$8,540,000 in total assets and 26,617,000 in total liabilities,
resulting in an $18,077,000 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1.2 million in total current assets available to
pay $22.4 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?cd3

                        Going Concern Doubt

Hansen, Barnett & Maxell expressed substantial doubt about Fonix
Corporation's ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
significant losses and negative cash flows from operating
activities during each of the three years in the period ended Dec.
31, 2005.

As of Dec. 31, 2005, the Company had an accumulated deficit of
$250,521,000, and negative working capital of $19,004,000.

Headquartered in Sandy, Utah, Fonix Corporation --
http://www.fonix.com/-- is a communications and technology
company that provides integrated telecommunications services and
value-added speech technologies through its wholly owned
subsidiaries and operation groups: Fonix Telecom Inc., LecStar
Telecom Inc. and The Fonix Speech Group.  The combination of
interactive speech technology and integrated telecommunications
services allows Fonix to provide customers with comprehensive,
cost-effective solutions to enhance and expand their
communications needs.


HERBALIFE INT'L: Leverage Decline Cues Moody's to Upgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service rated the proposed bank loan of
Herbalife International, Inc. at Ba1 and upgraded the corporate
family rating to Ba1.  Herbalife will use proceeds from the new
debt to repay the existing term loan and to redeem the
$165 million issue of 9.5% senior subordinated notes.

The upgrade of the rating reflects the decline in leverage as a
result of the refinancing transaction coupled with Moody's
expectation that the company will continue to grow sales and cash
flow.  The rating outlook is stable.

These ratings are assigned:

   * $100 million secured revolving credit facility at Ba1,
   * $200 million secured term loan at Ba1.

This rating is upgraded:

   * Corporate Family Rating to Ba1 from Ba2.

The ratings on the existing bank loan and the $165 million issue
of 9.5% senior subordinated notes issued by the holding company
Herbalife Ltd. will be withdrawn following completion of the
proposed refinancing transaction.  The corporate family rating
will be assigned at the Herbalife International, Inc. level once
the rating on the senior subordinated notes is withdrawn.

Herbalife's corporate family rating of Ba1 balances certain key
quantitative and qualitative rating drivers that have investment
grade characteristics against Moody's opinion that many credit
attributes for a company without substantial tangible assets are
always likely to be stronger than for conventional retailers or
consumer products companies that are similarly rated.

Profitable rapid growth across many geographies and product
categories and the company's pattern of repaying debt with a
portion of discretionary cash flow have solid investment grade
characteristics.  Important factors with non-investment grade
characteristics are the company's relatively small size compared
to many higher rated companies, the unpredictability of demand for
many products in the vitamin, nutritional supplement, and personal
care categories, as well as the inherent challenges of managing
the high reseller attrition that is a common characteristic of a
multi-level marketing business model.

The stable rating outlook reflects Moody's expectations that
revenue growth will continue to be strong and that the company
will use the bulk of free cash flow for prudent purposes such as
repaying debt ahead of schedule.  An upgrade is unlikely within
the medium-term while concerns remain with respect to returns on
expected investment increases in China and the use of the
potential incremental $200 million from the bank loan.

Given the nature of the company's business in which intangible
assets provide most of the collateral value, Moody's likely always
will expect stronger credit metrics than for similarly-rated
retail or consumer products companies. Ratings are unlikely to
increase for at least the next two years; however, Moody's
believes that the Herbalife is comfortably positioned within its
rating category.

Important components of an eventual upgrade would be profitable
expansion of the company's revenue base and an increased comfort
level with potential uses of discretionary cash flow beyond the
repayment of debt.  The rating and outlook would be negatively
impacted following difficulties in recruiting new resellers that
lead to an overall decline in the company's primary sales force,
financial policy decisions that causes a decrease in fixed charge
coverage such as EBIT to interest expense falling toward 4 times
or a tightening of the currently comfortable liquidity position,
or insufficient returns on investment in China and other
locations.

Herbalife International, Inc, with corporate headquarters in Los
Angeles, California, is a marketer of weight management products,
nutritional supplements and personal care items that are sold
through a global network of independent distributors in more than
60 countries.  Equity of Herbalife, LTD, the company's ultimate
parent through a series of intermediate holding companies, is
publicly traded.  Net revenue for the twelve months ended March
2006 was almost $1.7 billion.


HERBALIFE INT'L: S&P Raises Corporate Credit Rating to BB+ from BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on direct
marketer, Herbalife International Inc., including its corporate
credit rating to 'BB+' from 'BB'.  Standard & Poor's also raised
its ratings on Herbalife's parent, Herbalife Ltd., including the
corporate credit rating to 'BB+' from 'BB'.  The outlook is
stable.

"This rating action is based on Herbalife's strong operating
performance for the past two years as well as a significant
strengthening of its credit measures," said Standard & Poor's
credit analyst Ana Lai.

The speculative-grade ratings on Herbalife reflect:

   * the risks associated with the company's network marketing
     business model;

   * the intensely competitive and fragmented nature of the weight
     management and nutritional supplements industries;

   * the high level of competition in the network marketing
     business; and

   * the risks of product liability and negative publicity.

Herbalife is a network marketer of weight management products,
nutritional supplements, and personal care products.  The company
generates stable cash flow from its geographically diversified
operations.

Further, the direct-selling business model has resulted in
consistent cash flow generation because of minimal capital
requirements and efficient working capital.  Still, the company
faces intense competition from other marketers of weight
management products, as well as a high level of competition from
other network marketers to recruit distributors.

Herbalife has achieved relatively strong operating performance.
Sales increased 20% in fiscal 2005, reflecting good retention and
recruitment of distributors, new product launches, success in the
growing Mexican market while the core U.S. market continues to
recover.

Operating margins have benefited from product cost savings from
new supply contracts and lower expenses over the last few years,
expanding to about 17% in 2005 from 15% a year ago.  Positive
operating momentum continued into the first quarter ended
March 31, 2006, with sales increasing 23%.

Although management initiatives to renew focus on distributors and
new product launches, as well as increased distributor support,
contributed to some recovery in sales in Japan, operating results
in this market remain weak.

Due to improving earnings and debt reduction, the company has
strengthened its capital structure and achieved greater financial
flexibility.  Debt leverage has declined, with total debt to
EBITDA dropping to about 1.2x for the 12 months ended March 31,
2006, from 2.7x in fiscal 2004.  Given Herbalife's business risk
profile, Standard & Poor's expects the company to maintain credit
ratios that are above average for the rating.


HERTZ CORP: S&P Puts Synthetic Securities' Ratings on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
synthetic securities related to Hertz Corp. and its related
entities on CreditWatch with negative implications.

The CreditWatch placements follow the June 22, 2006, placement of
the long-term corporate credit and senior unsecured debt ratings
on Hertz Corp. and its related entities on CreditWatch with
negative implications.

The ratings of the affected synthetic securities listed below are
weak-linked to the underlying collateral, Hertz Corp. debt.

Ratings Placed On Creditwatch Negative:

                    SATURNS Trust No. 2003-8

                  Class         To         From
                  -----         --         ----
                    A     BB-/Watch Neg.   BB-
                    B     BB-/Watch Neg.   BB-

                    SATURNS Trust No. 2003-15

                  Class         To         From
                  -----         --         ----
                    A     BB-/Watch Neg.   BB-
                    B     BB-/Watch Neg.   BB-


HILLMAN GROUP: S&P Assigns B Corp. Credit Rating With Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to hardware distributor and manufacturer The Hillman
Group Inc.  The outlook is negative.

The company will have approximately $397 million of pro forma
debt.  About $97 million of paid-in-kind preferred stock and
accrued dividends maturing 2028 are treated as equity in our
analysis.

At the same time, Standard & Poor's assigned ratings to Hillman's
senior secured bank financing, which consist of a $40 million
revolving credit facility that matures in 2010, and a $235 million
term loan C that matures in 2011.  The loans are rated 'B' (at the
same level as the corporate credit rating on the company) with a
recovery rating of '3', indicating the expectation of meaningful
(50%-80%) recovery of principal in the event of a payment default.
The ratings are based on preliminary documents and are subject to
review upon final documentation.  Proceeds from the term loan C
will be used to refinance the existing term loan.

"The ratings on Cincinnati, Ohio-based The Hillman Group reflect
narrow business focus, customer concentration, and aggressive debt
leverage, factors somewhat mitigated by its historically stable
financial performance," said Standard & Poor's credit analyst
Patrick Jeffrey.

Hillman is a narrowly focused manufacturer and distributor of
fasteners; keys and key machines; engraving equipment; and letters
and signs for sale in hardware and home improvement retail
outlets.  The company distributes through about 35,000 stock
keeping units to national customers such as Lowe's Cos. Inc. and
Home Depot Inc., as well as to independent hardware stores.

While the company has maintained some stability in its operations
over the past year, the negative outlook reflects Standard &
Poor's concern regarding the company's internal controls.  The
ratings could be lowered in the near term if the company's
operating performance or liquidity weakens as a result of the
competitive operating environment or the company's inability to
correct its material weaknesses in internal controls.

On a longer term basis, the outlook could be revised to stable
when internal controls are resolved and the company continues to
demonstrate sustained operating stability.  The ratings do not
factor in any significant debt-financed acquisitions.


ILINC COMMS: Auditors Remove Going Concern Doubt in Audit Opinion
-----------------------------------------------------------------
The going concern paragraph has been removed from the audit
opinion contained in iLinc Communications, Inc.'s, Form 10-K
report.

The Going Concern assumption in Generally Accepted Auditing
Standards requires an auditor to evaluate conditions or events
that raise questions about an entity's ability to continue as a
going concern.  If an auditor has concerns about a firm's ability
to continue as a going concern, the audit opinion will contain a
paragraph outlining issues regarding this uncertainty.  In its
recently filed Form 10-K for the year ended March 31, 2006,
iLinc's auditors did not include any such going concern
uncertainty paragraph in their audit opinion.

"Having the going concern issue removed from our auditor's opinion
for fiscal year 2006 is a significant accomplishment and an
important step in our overall plan," James M. Powers, Jr.,
president and chief executive officer of iLinc Communications,
said.

"Some of our competitors had attempted to use this provision to
scare potential customers away from iLinc, but that tactic will no
longer be available.  Instead customers will be free to focus on
the merits of our award-winning feature set and our unique
licensing options that we believe give iLinc a sustainable
competitive advantage.  Having the stigma associated with a going
concern provision removed, we hope, will increase confidence to
not only potential customers but also to investors.  We laid a
solid financial foundation in the later part of fiscal year 2006,
our operating fundamentals are strong and our employees are
intensely focused on executing our strategy to accelerate the
growth of the company," Dr. Powers further remarked.

                       Going Concern Doubt

Epstein, Weber & Conover, PLC, the Company's auditor for the year
ended March 31, 2006, expressed an unqualified opinion on the
Company's financial statements.  BDO Seidman, LLP, the Company's
auditor for the year ended March 31, 2004,  had raised substantial
doubt about iLinc Communications' ability to continue as a going
concern.  BDO Seidman pointed to the Company's recurring losses,
negative working capital and negative cash flows from operations.

                            Financials

The Company reported a $1,356,000 net loss on $12,532,000 of total
revenues for the year ended March 31, 2006, compared to a
$5,432,000 net loss on $10,369,000 of total revenues for the same
period in 2005.

At March 31, 2006, the Company's balance sheet showed $16,000,000
in total assets, $11,630,000 in total liabilities, and $4,370,000
in total shareholders' equity.

The Company's March 31 balance sheet also showed strained
liquidity with $2,715,000 in total current assets available to pay
$4,656,000 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?ce1

                    About iLinc Communications

Headquartered in Phoenix, Arizona, iLinc Communications, Inc.
(Amex: ILC) -- http://www.iLinc.com/-- develops conferencing
products and services for highly secure and cost-effective
collaborative online meetings, presentations, and training
sessions.  The Company provides integrated Web and audio
conferencing as a Web-based service, onsite installable software,
or through hybrid ownership licensing in which customers pay a
one-time fee for unlimited conferencing yet the software is hosted
by iLinc.  Its products and services include the iLinc suite of
Web Conferencing software (MeetingLinc, LearnLinc, ConferenceLinc,
and SupportLinc); Phone (Audio) Conferencing Services; On-Demand
Conferencing; and EventPlus, a service for professionally managed
online and audio conferencing events.  iLinc's products and
services are used by organizations worldwide in sales, HR and
training, marketing, and customer support.


LA PETITE: Intends to Explore Refinancing of 10% Senior Notes
-------------------------------------------------------------
La Petite Academy, Inc. and LPA Holding Corp. intends to explore
alternatives for refinancing their senior credit facility and 10%
Senior Notes due 2008, including the possibility of refinancing
the debt through a new senior credit facility.

The 10% Senior Notes are currently redeemable at the option of La
Petite, in whole or in part.

La Petite has not made any definite decision regarding the terms
of any refinancing, or whether to proceed with a refinancing.
There can be no assurances that a refinancing will be consummated.

                         About La Petite

Headquartered in Chicago, Illinois, La Petite Academy Inc. --
http://www.lapetite.com/-- is the largest privately held and one
of the leading for-profit preschool educational facilities in the
United States based on the number of centers operated.  The
company provides center-based educational services and childcare
to children between the ages of six weeks and 12 years.

At Jan. 14, 2006, La Petite Academy's balance sheet showed a
stockholders' deficit of $306,117,000, compared to a $293,012,000
deficit at July 2, 2005.


LARGE SCALE: Court Approves Amended Disclosure Statement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on June 20, 2006, the Amended Disclosure Statement
explaining the Amended Joint Plan of Liquidation filed by Large
Scale Biology Corporation and its debtor-affiliates.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right type of
information necessary for creditors to make informed decisions --
as required by Section 1125 of the Bankruptcy Code.

                       Overview of the Plan

The Debtors tell the Court that the Plan is designed to complete
the orderly liquidation of the Debtors' business and assets,
including a possible sale as a whole to one purchaser or the sale
of related business units, and to distribute the proceeds
consistent with the requirements of the Bankruptcy Code and orders
of the Court previously entered in their cases.

On the Effective Date of the Plan or as soon as practicable, the
Consolidated Debtor will use cash on hand from the liquidation of
assets to pay in full all allowed Administrative Claims,
Professional Claims, Pre-petition Tax Claims and Priority Claims.

As funds become available that are not necessary to fund
liquidation costs, the Consolidated Debtor will make distributions
to other creditors and interest holders in the order of priority
set forth in the Plan, which follows the priority scheme set forth
in and required by the Bankruptcy Code.

The Consolidated Debtor, acting through a Plan Administrator, will
continue to liquidate the assets of the Estates after the
Effective Date.  The Debtors anticipate that the liquidation shall
occur over the period of at least nine months to one year.

                       Treatment of Claims

The Debtors say that the secured claims of Kevin Ryan and Earl L.
White, Ph.D., will be paid in full using proceeds of the sale of
the collateral securing their obligations.  Deficiencies will be
treated as general unsecured claims.

Seneca Meadows Corporate Center III is the landlord for premises
known as Building #7 in Seneca Meadows Corporate Center in
Germantown, Maryland under a lease dated July 26, 2000, with large
Scale Biology, which includes a deposit in the form of a letter of
credit.  The Debtors say that Seneca Meadows will retain all
rights to its collateral under the terms of the lease.

Holders of General Unsecured Claims will have their claims paid or
satisfied in full using unencumbered funds from the sale proceeds
of the Debtors' assets after:

    * payment in full of Administrative Claims, Priority Claims,
      Pre-Petition Tax Claims, and Professional Claims; and

    * reservation of sufficient funds to pay for all post-
      confirmation liquidation expenses.

The Debtors say that if there are sufficient unencumbered funds to
do so, general unsecured claimants will be entitled to interest at
the legal rate as of the effective date from the date the Debtors
filed for bankruptcy until paid in full.  Otherwise, holders will
receive their pro rata share from the unencumbered funds.

All warrants and stock options of Large Scale Biology, Large Scale
Bioprocessing, Inc., and Predictive Diagnostics, Inc., will be
cancelled pursuant to the Plan.

                         Satisfied Claims

The Debtors disclose that the secured claim of Agility Capital,
LLC has been satisfied in full through a $650,000 payment using
the proceeds of the sale of the Owensboro Facility and related
assets, pursuant to a Court-approved settlement agreement between
Agility and the Debtors.

Kentucky Technology, Inc., and Robert Erwin, IRA and Kevin Ryan,
IRA's secured claims have also been satisfied in full using the
proceeds of the sale of the Owensboro Facility and related assets.

A full-text copy of the Debtor's Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?cd4

A full-text copy of the Debtor's Amended Joint Plan of Liquidation
is available for free at http://ResearchArchives.com/t/s?cd5

The Court has set 11:00 a.m., on July 31, 2006, to consider
confirmation of the Debtors' plan.  Objections, if any, must be
filed by July 24, 2006.

                   About Large Scale Biology

Headquartered in Vacaville, California, Large Scale Biology
Corporation -- http://www.lsbc.com/-- develops, manufactures and
sells plant-made pharmaceutical proteins and vaccines.  LSBC and
its debtor-affiliates filed for chapter 11 protection on Jan. 9,
2006. (Bankr. E.D. Calif. Case No. 06-20046).  Paul J. Pascuzzi,
Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi, represent
the Debtors in their restructuring efforts.  As of Feb. 28, 2006,
the Debtor had $25,148,066 in total assets and $13,004,922 in
total debts.


MADGE MCGAUGHEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Madge Carolyn McGaughey
        aka Carolyn McGaughey
        8200 Neely Drive, Suite 143
        Austin, Texas 78759

Bankruptcy Case No.: 06-10983

Chapter 11 Petition Date: June 30, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road, Building C-8
                  Austin, Texas 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MAGELLAN HEALTH: Paying $210 Million for ICORE Healthcare Assets
----------------------------------------------------------------
Magellan Health Services, Inc., has signed a definitive agreement
to acquire ICORE Healthcare, a privately held specialty
pharmaceutical management firm headquartered in Orlando, Fla.

Under the terms of the agreement, Magellan will pay a base price
of $210 million and a potential earn-out of $75 million to the
owners of ICORE, all of whom are members of the management team.
The base price is payable in cash of $186 million and restricted
stock of $24 million, which stock will vest over three years
provided the individuals do not terminate their employment over
that time.

The earn-out comprises two parts -- $25 million based on earnings
for the 18-month period ending Dec. 31, 2007, and $50 million
based on earnings in 2008.  The earn-out, if earned, is payable
33% in cash and 67% in restricted stock that vests over two years
after issuance.  The transaction is subject to customary closing
conditions, including certain regulatory approvals and approval of
Magellan's lenders under its credit agreement, and is expected to
close in the third quarter of 2006.

Specialty pharmaceuticals are high-cost drugs used to treat
chronic diseases. Specialty pharmaceutical costs are growing at
more than 20% annually, primarily as a result of the introduction
of new drugs to the marketplace, greater application of these
drugs to a larger variety of illnesses and increasing demand
driven by an aging population with longer life spans.

ICORE Healthcare works with health plans to manage specialty drugs
used in the treatment of cancer, multiple sclerosis, hemophilia,
infertility, rheumatoid arthritis, chronic forms of hepatitis and
other diseases.  It holds contracts with 36 health plans covering
60 million individuals in commercial, Medicare and Medicaid
programs.  Deutsche Bank AG advised ICORE on the transaction.

Assuming the transaction closes August 31, 2006, for the four
months of 2006 post-acquisition, the Company expects ICORE to
generate approximately $60 million of revenue and $8 million of
segment profit.  The Company expects ICORE to generate
$230 million of revenue and $28 million of segment profit in 2007.

"Our health plan customers have told us that they consider
specialty pharmaceutical and radiology the top two cost issues for
health plans," Steven J. Shulman, chairman and chief executive
officer of Magellan said.

"As such, specialty pharmaceutical management represents another
opportunity for us to execute on our strategy of becoming the
leading diversified specialty health care management company and
increasing the portion of the health care dollar that we manage.

"ICORE serves its customers and partners through clinically based
formulary management of specialty drugs and rebates, as well as
pharmacy distribution and strategic consulting," Mr. Shulman said.
"ICORE has a large client base, a proven management team, led by
Raju Mantena, and, we believe, the most comprehensive business
model in the industry.  This model, which focuses on management of
specialty pharmaceutical costs regardless of whether they are paid
for out of a plan's medical or pharmacy benefit, consistently
provides value to health plan payors.

"We plan to build on this successful model by leveraging our
managed care expertise, operational infrastructure and financial
resources to enhance ICORE's product offerings and value to its
stakeholders. Specifically, our experience in customer service,
claims payment and clinical management, and our information
technology tools and connectivity can be leveraged to scale
ICORE's existing capabilities and accelerate the development of a
more full-service approach to managing specialty pharmaceuticals
and the conditions for which they are prescribed," Mr. Shulman
added.

"Like Magellan, ICORE has at its foundation a strong commitment to
clinical excellence that, coupled with responsible management
strategies, yields valuable solutions to the challenges that
health plans face in providing cost-effective health care to their
customers and members," said Raju Mantena, president and CEO of
ICORE.  "The ICORE management team and I are pleased to be joining
a management team and organization with a track record of industry
leadership and success in managing specialty health care and the
resources and expertise to support innovation and growth in the
management of specialty drugs."

                      About Magellan Health

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

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Moody's Investors Service changed the ratings outlook for Magellan
Health Services Inc. to positive from stable.  Moody's affirmed
the Company's Senior Secured Bank Credit Facility rating at B1 and
Corporate Family Rating at B1.

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Magellan Health Services Inc. to 'BB' from 'B+'.  The
outlook is stable.


MANITOWOC COMPANY: Revises Second Quarter 2006 Earnings Guidance
----------------------------------------------------------------
The Manitowoc Company, Inc., expects second-quarter 2006 earnings
per share to be approximately $0.10 in excess of Wall Street
average estimates.

Because of this second-quarter performance and its outlook for the
remainder of the year, the company is also increasing its full-
year guidance for 2006 earnings per share to a range of $2.50 -
$2.60 from the $2.15 - $2.25 range confirmed at the end of the
first quarter.

Reported GAAP earnings per share will include a charge of $0.15
for the redemption of the 10-3/8% Senior Subordinated Notes due
2011 and $0.01 loss from discontinued operations, resulting in a
GAAP earnings guidance range of $2.35 - $2.45 per share.

"Our global leadership in the lifting industry continues to drive
Manitowoc's strong financial performance," Terry D. Growcock,
chairman and chief executive officer, said.  "As we enter the
summer construction season - traditionally the period of greatest
lifting activity - global demand for our entire product line is
exceeding our own expectations, and we expect that demand to
remain solid throughout this current construction cycle.  In
addition to our Crane segment's strong performance, our
Foodservice and Marine segments continue to contribute and perform
as planned."

The Manitowoc Company, Inc. will issue its second-quarter 2006
earnings on July 26, 2006 and will host an earnings conference
call on July 27, 2006 at 9:00 a.m. Central time.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company, Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Moody's Investors Service affirmed the debt ratings of The
Manitowoc Company, Inc. -- Corporate Family Rating at Ba3, Senior
Unsecured Notes at B1, and Senior Subordinate Notes at B2.  The
outlook is changed to positive from stable.


MARKWEST ENERGY: S&P Rates Proposed $200 Mil. Sr. Notes Issue at B
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on MarkWest Energy Partners L.P. and revised the
outlook to stable from negative.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $200 million privately placed senior unsecured
notes due 2016 and raised its rating on the company's existing
$225 million unsecured notes to 'B' from 'B-'.

The rating actions reflect the company's implementation of its
permanent financing plan to repair its balance sheet following its
Javelina acquisition in November 2005.  The company plans to use
proceeds from the $200 million unsecured notes and an equity
offering of 3 million limited partner units (estimated proceeds of
$125 million) to repay senior secured debt and return total debt
leverage to around 50%.

Ratings reflect MWE's weak business risk profile and aggressive
financial risk profile.  Englewood, Colorado-based MWE is a master
limited partnership engaged in the gathering, processing, and
transmission of natural gas; transport, fractionation, and storage
of natural gas liquids; and gathering and transport of crude oil
in the northeastern and southwestern U.S.

"The stable outlook on MWE reflects the company's implementation
of its permanent financing plan, which should effectively reduce
leverage to below 50%, said Standard & Poor's credit analyst Plana
Lee.

Continued ratings stability relies on successful execution of the
financing plan, combined with commensurate cash flow performance,
management of commodity price exposure through ongoing contract
renegotiation, and a comprehensive hedging program beyond 2006.

Conversely, a negative outlook revision or downward rating action
could result from the company's failure to issue sufficient equity
to return total debt leverage to about 50% and total debt to
EBITDA to about 4.2x, additional acquisition activity that further
strains the financial profile, problems integrating the Javelina
assets, or lower-than-expected cash flows.


MCMILLIN COS: S&P Removes Ratings from Negative Watch
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings
on McMillin Cos. LLC and removed them from CreditWatch
with negative implications, where they were placed on
Sept. 1, 2005.  The outlook is stable.

The ratings were placed on CreditWatch after McMillin submitted
audited 2004 financials containing a qualified opinion.  McMillin
subsequently replaced its previous auditor with Ernst & Young and
resolved the accounting issues that resulted in the qualified
opinion and delayed its filing of 2004 financials.  McMillin
recently provided Standard & Poor's with audited 2005 and
unaudited first quarter 2006 financials.

"The affirmations reflect the company's good market position,
efforts to improve its geographic diversification, above-average
profitability, and solid financial profile, particularly for the
rating," said credit analyst George Skoufis.  "Mitigating factors
include McMillin's relatively small and concentrated business,
limited financial flexibility, complex financial profile, and a
more competitive housing environment in its California markets."

A $300 million backlog of homes should provide predictable revenue
in the near term, and the stability of the San Antonio market
should help offset some of the deterioration that McMillin's
California markets are experiencing.  Furthermore, the company's
balance sheet has the cushion to absorb declining EBITDA as market
conditions continue to soften, particularly at the current rating
level.

Negative rating actions would be warranted if management
aggressively grows its community count and land positions during
the housing slowdown to the detriment of its financial profile.
Positive rating potential is currently limited due to the
company's geographic concentration and the challenging housing
market.

As reported in the Troubled Company Reporter on Sept. 5, 2005,
Standard & Poor's placed these ratings on McMillin Cos. LLC on
CreditWatch negative:

                                 Rating
                        To                 From
                        --                 ----
   Corporate credit        B+/Watch Neg/--    B+/Stable/--
   Senior secured          B-/Watch Neg       B-


MEDQUEST INC: Revenue Reduction Cues Moody's to Junk Ratings
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of MedQuest, Inc.
the operating subsidiary of MQ Associates, Inc., together referred
to as MQ.  This action concludes a rating review initiated on
February 16, 2006.  Following this rating action, the outlook is
stable.

These ratings have been downgraded:

MQ Associates:

   * $103 million senior discount notes due 2012, to Ca from Caa3
   * Corporate Family Rating, to Caa1 from B2

MedQuest:

   * $80 million senior secured revolving credit facility due
     2007, to Caa1 from B2

   * $60 million senior secured term loan due 2009, to Caa1
     from B2

   * $180 million senior subordinated notes due 2012, to Caa3
     from Caa1

The downgrades primarily reflect Moody's belief that the company
will experience material reductions in revenues and cash flows as
a result of forthcoming changes in Medicare reimbursements for its
diagnostic imaging services.  The effect of the Medicare changes
will be substantial because approximately 18% of MQ's payor mix is
derived from Medicare and the company's primary focus has been on
the higher modality scans with roughly 67% of the company's gross
revenues derived from MRI and another 18% resulting from CT scans.

The reduction in revenues and cash flow is expected to strain the
company's ability to reduce its debt and repay interest without
the assistance of revolver draws.  In addition, it is expected to
further strain the company's ability to replace and upgrade its
equipment portfolio, thereby further exacerbating the company's
ability to remain competitive in its industry.

Moody's estimates that the implementation of the contiguous body
part cuts will negatively affect revenues, cash flows and pre-tax
earnings by at least $1 million during 2006 and more than
$2 million in 2007.  In addition, Moody's anticipates that the fee
schedule changes mandated by the DRA will unfavorably affect
sales, cash flows and earnings by $10 million or more in 2007.

Other factors that affect the ratings negatively include:

    1) the company's stagnant operating results;
    2) sizeable, negative stockholders equity;
    3) an ongoing SEC inquiry;
    4) the company's relative small size;
    5) the inherent seasonality in the business; and
    6) relatively high bad debt expense.

The stable outlook reflects Moody's belief that the current
ratings reflect the potential expected loss for creditors in the
event of a default within the near term.

Further downward rating pressure could develop if there is a
decline in the company's ratio of adjusted free cash flow to debt
below approximately -2% or if the ratio of adjusted total debt to
EBITDA increases above 7.5 times.

Moody's does not foresee an upgrade in the ratings in the near-
term unless there is a material reduction of debt or increase in
equity.

MedQuest is a leading operator of independent, fixed-site,
outpatient diagnostic imaging centers in the United States.  These
centers provide high quality diagnostic imaging services using a
variety of technologies, including magnetic resonance imaging,
computed tomography, nuclear medicine, general radiology,
ultrasound and mammography.  As of March 31, 2006, MedQuest
operated a network of ninety-two centers in thirteen states
located primarily throughout the southeastern and southwestern
United States.


MERIDIAN AUTOMOTIVE: Court Approves Hilco Appraisal's Retention
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Meridian Automotive Systems, Inc.,
and its debtor-affiliates to employ Hilco Appraisal Services, LLC,
as appraiser, nunc pro tunc to May 26, 2006.

Judge Walrath modifies the Engagement Letter on the employment of
Hilco Appraisal Services, LLC, to exclude the limitation of
liability provision.

As reported in the Troubled Company Reporter on June 14, 2006,
Hilco will perform separate machinery and equipment appraisals for
the Prospective Lenders and the Debtors.

Hilco will physically appraise the Debtors' machinery and
equipment located at:

           Location                         Size in Sq. Ft.
           --------                         ---------------
           Ionia, Michigan                       650,318
           Ionia, Michigan                        94,700
           Grabill, Indiana                      447,000
           Huntington, Indiana                   180,000
           Shelbyville, Indiana                  432,000
           Lenoir, North Carolina                131,091
           Kentwood, Michigan (Plant #1)         207,000
           Kentwood, Michigan (Plant #5)         244,000
           Kentwood, Michigan (Plant #7)         268,000
           Kentwood, Michigan (29th St.)          52,000
           Angola, Indiana                       115,000
           Angola, Indiana                        73,000
           Canton, Michigan                      120,000
           Detroit, Michigan                     306,000
           Detroit, Michigan                      67,765
           Kansas City, Kansas                   200,000
           Shreveport, Louisiana                  72,000
           Brantford, Ontario                    172,000
           Rushville, Indiana                     97,000
           Salisbury, North Carolina             282,000
           Grabill, Indiana (SMC)                 62,000
           Fowlerville, Michigan                 234,000
           Newton, North Carolina                 65,000
           Jackson, Ohio                         217,000

The appraisal to be used by the Debtors in connection with their
fresh start accounting will also focus on those machinery and
equipment, assessing their "fair value" in accordance with
Statement of Position No. 90-7:

           Location                         Size in Sq. Ft.
           --------                         ---------------
           Ionia, Michigan                       650,318
           Ionia, Michigan                        94,700
           Grabill, Indiana                      447,000
           Huntington, Indiana                   180,000
           Shelbyville, Indiana                  432,000
           Lenoir, North Carolina                131,091
           Kentwood, Michigan (Plant #1)         207,000
           Kentwood, Michigan (Plant #5)         244,000
           Kentwood, Michigan (Plant #7)         268,000
           Kentwood, Michigan (29th St.)          52,000
           Angola, Indiana                       115,000
           Angola, Indiana                        73,000
           Canton, Michigan                      120,000
           Detroit, Michigan                     306,000
           Detroit, Michigan                      67,765
           Kansas City, Kansas                   200,000
           Shreveport, Louisiana                  72,000
           Brantford, Ontario                    172,000
           Rushville, Indiana                     97,000
           Salisbury, North Carolina             282,000
           Grabill, Indiana (SMC)                 62,000
           Fowlerville, Michigan                 234,000
           Newton, North Carolina                 65,000
           Jackson, Ohio                         217,000
           Muzquiz, Mexico                       220,000
           Celaya, Mexico                        102,000
           Rio Claro, Brazil                     226,000

Hilco will perform an orderly liquidation value appraisal of the
Debtors' inventory, to be used as part of the Prospective
Lenders' due diligence, delineated between raw materials, work-
in-progress, and finished good inventory categories, Mr. Brady
tells the Court.

With respect to the Debtors' real estate, Hilco will estimate the
market value of several of the Debtors' properties located in the
United States.  This appraisal will be used in connection with
the Debtors' fresh start accounting.

The Debtors propose to pay Hilco a flat fee for each of these
appraisals:

                Appraisal                     Fee
                ---------                     ---
                Inventory                   $48,500
                Machinery & Equipment      $138,000
                Real Estate                 $76,500

The Debtors will pay Hilco a $50,000 retainer, which will be
applied to the total fees charged by Hilco.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Expansion of BDO Seidman's Scope of Work OK'd
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the expansion of BDO Seidman, LLP's scope of work as Meridian
Automotive Systems, Inc., and its debtor-affiliates' accountants
and auditors, nunc pro tunc to May 26, 2006.

As reported in the Troubled Company Reporter on June 14, 2006,
BDO's services will include an audit of the Debtors' opening
consolidated balance sheet as of June 30, 2006, or upon emergence
from Chapter 11, Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, tells the Court.

According to Mr. Brady, BDO does not anticipate that its fees for
performing the Supplemental Services will exceed $150,000 to
$175,000.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Court Approves Deloitte as Tax Advisors
--------------------------------------------------------
Mesaba Aviation, Inc., dba Mesaba Airlines, obtained authority
from the U.S. Bankruptcy Court for the District of Minnesota to
employ Deloitte Tax LLP as tax advisors effective as of March 6,
2006.

Deloitte Tax is permitted to file an application seeking
compensation and expense reimbursement for Tax Compliance Services
and Tax Advisory Services rendered to the Debtor before
March 6, 2006.  No party may object to the application on the
basis that the Tax Compliance Services and Tax Advisory Services
were performed before March 6, Judge Kishel says.

The Tax Compliance Services will be provided at a fixed fee of
$80,000.

The requirement that professionals furnish daily contemporaneous
time and activity descriptions as part of monthly, interim or
final fee applications is waived with respect to the Deloitte Tax
professionals rendering fixed fee Tax Compliance Services to the
Debtor.  Instead, these professionals are permitted to file daily
time records coded by task number.

Moreover, the Engagement Letter dated November 5, 2005, is
modified effective from the Debtor's Petition Date but prior to
the confirmation of any reorganization plan in the Chapter 11
case.

The modifications include:

    * Deloitte Tax will not be permitted to seek late payment or
      interest charges with respect to any fees or expenses
      requested in connection with services rendered to the
      Debtor;

    * The provisions contained in "Limitation on Damages" of the
      Engagement Letter's General Business Terms will be deemed as
      null and void;

    * All requests of Deloitte Tax for the payment of indemnity
      will be made by means of an application, subject to review
      by the Court, to ensure that payment of the indemnity
      conforms to the terms of the Engagement Letter, and is
      reasonable based on the circumstances of the litigation or
      settlement in respect of which indemnity is sought,
      provided that in no event will Deloitte Tax be indemnified
      in the case of its own bad-faith, self-dealing, breach of
      fiduciary duty, gross negligence or willful misconduct;

    * In the event that Deloitte Tax seeks reimbursement for
      attorneys' fees from the Debtor, the invoices and supporting
      time records from the attorneys will be included in Deloitte
      Tax's own applications, both interim and final, and those
      invoices and time records will be subject to the guidelines
      for compensation and reimbursement of expenses by Habbo G.
      Fokkena, the U.S. Trustee for Region 12, and the Court's
      approval without regard to whether the attorneys' services
      satisfy Section 330(a)(C) of the Bankruptcy Code;

    * The Court will retain jurisdiction with respect to any
      matters, claims, rights or disputes arising from or related
      to Deloitte Tax's provision of services to the Debtor in its
      Chapter 11 case; and

    * The provisions contained in "Limitation on Actions" of the
      Engagement Letter's General Business Terms will be deemed as
      null and void.

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).


MORGAN STANLEY: S&P Places Class H & J Cert.'s Ratings on Default
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes and lowered its ratings on two classes of commercial
mortgage pass-through certificates from Morgan Stanley Dean Witter
Capital I Trust 2001-PPM.

Concurrently, ratings are affirmed on five other classes from the
same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
These ratings are constrained by uncertainty related to the
largest exposure in the trust.  The downgrades resulted from
ongoing interest shortfalls due to a loan modification affecting
the largest exposure that are not expected to be repaid in full in
the near future.

The largest exposure in the transaction has a $28.7 million
balance and consists of three cross-collateralized and cross-
defaulted loans secured by three separate office buildings in
Troy, Mich., aggregating 342,000 sq. ft.  The master servicer,
Capmark Finance Inc., has placed one of these loans, with a $10.7
million balance, on its watchlist due to occupancy issues.

Additionally, all three loans had been transferred to the special
servicer in 2004 but were returned to Capmark in June 2005 after
the terms of the loans were modified.  The modification allows the
borrower to make 3.0% interest-only payments until the earlier of
year-end 2006 or the time that properties become stabilized.

Subsequently, the debt service payment would revert to the
premodification terms.  The modification also calls for all
deferred interest to be capitalized and added to the outstanding
loan balance.  Given the weakness in the Troy office market, it
will be difficult for the properties to generate adequate cash
flow to service their debt upon the imminent lapse of the
modification.  Should these loans transfer back to the special
servicer, they will present the potential for significant losses
upon their eventual resolution.

As of the June 15, 2006, remittance report, the collateral pool
consisted of 51 loans with an aggregate trust balance of $306.3
million, down from 132 loans totaling $623.6 million at issuance.
Capmark reported primarily full-year 2004 or full-year 2005
financial information for 98% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage ratio of 1.31x, down from 1.34x at
issuance.  To date, the trust has experienced no losses.

The top 10 exposures have an aggregate outstanding balance of
$166.6 million (54%) and a weighted average DSCR of 1.23x, down
from 1.27x at issuance.  In addition to the largest exposure,
which was discussed previously, two of the other top 10 exposures
also appear on the master servicer's watchlist and are discussed
below.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
exposures.  Two properties were characterized as "excellent,"
while the remaining collateral was characterized as "good."

Capmark reported a watchlist of 11 loan exposures ($55.9 million,
18%).  The ninth-largest exposure has an outstanding balance of
$9.0 million (3%) and consists of three cross-collateralized,
cross-defaulted loans, two of which are on the watchlist.

Each of these loans is secured by an industrial property in the
Philadelphia area and have a total of 200,940 sq. ft.  One loan
with a $4.9 million balance is on the watchlist due to occupancy
and DSC issues, while a loan with a $2.2 million balance is on the
watchlist because the property has been completely vacant for more
than three years.

The 10th-largest exposure has an outstanding balance of $8.4
million (3%) and is secured by a 208-unit apartment property in
Morrisville, N.C.  This loan is on the watchlist because it
reported a DSCR of 0.74x for the nine months ended September 2005.
The property generated a DSCR of less than 1.0x for each of the
previous three years.

The remaining loans on the watchlist appear there primarily due to
DSCR or occupancy issues.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised, lowered, and
affirmed ratings.

Ratings Raised:

       Morgan Stanley Dean Witter Capital I Trust 2001-PPM
  Commercial mortgage pass-through certificates series 2001-PPM

            Class    To     From   Credit enhancement
            -----    --     ----   ------------------
              C      AA     A            19.35%
              D      AA-    A-           17.56%
              E      A-     BBB          14.00%
              F      BBB+   BBB-         12.47%

Ratings Lowered:

       Morgan Stanley Dean Witter Capital I Trust 2001-PPM
  Commercial mortgage pass-through certificates series 2001-PPM

             Class   To    From   Credit enhancement
             -----   --    ----   ------------------
               H     D     CCC          6.62%
               J     D     CCC-         5.60%

Ratings Affirmed:

       Morgan Stanley Dean Witter Capital I Trust 2001-PPM
  Commercial mortgage pass-through certificates series 2001-PPM

               Class   Rating   Credit enhancement
               -----   ------   ------------------
                A-2     AAA           30.04%
                A-3     AAA           30.04%
                B       AA+           24.95%
                G       B+             9.67%
                X       AAA             N/A

                     N/A -- Not applicable.


NEXTEL PARTNERS: S&P Raises Unsecured Debt Rating to A- from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
unsecured debt of Nextel Partners Inc. to 'A-' from 'BB-',
following the completion of Sprint Nextel Corp.'s (A-/Stable/A-2)
acquisition of the roughly 69% of the company it did not already
own for about $6.5 billion in cash and roughly $860 million in
existing net debt.

Standard & Poor's also raised the secured bank loan rating on
Nextel Partners Operating Corp. to 'A' (one notch higher than the
corporate credit rating on Sprint Nextel) from 'BBB-', and
affirmed the '1' bank loan recovery rating, indicating high
expectation for full recovery of principal following a potential
payment default.

The rating agency will analyze Nextel Partners, now a wholly owned
subsidiary of Sprint Nextel, on a consolidated basis with its
parent.

Standard & Poor's removed all ratings on Nextel Partners from
CreditWatch and withdrew the corporate credit rating.  The ratings
were placed on CreditWatch with positive implications on Oct. 25,
2005, following Nextel Partners' class A shareholders' vote to put
their ownership interest to Sprint Nextel.

The rating agency affirmed its 'A-' corporate credit rating and
all other ratings on Sprint Nextel because the acquisition of
Nextel Partners already had been factored into these ratings.

The outlook on Sprint Nextel is stable.

"The ratings on Sprint Nextel continue to reflect a strong
business profile, the company's market leadership in data
services, and its growing wholesale business," said Standard &
Poor's credit analyst Eric Geil.

The company's intermediate financial risk profile stems from solid
liquidity and good discretionary cash flow potential, despite
near-term investment spending and business integration costs.

Tempering factors include competitive wireless industry
conditions, including slowing penetration growth and pricing
pressure, churn in the Sprint PCS segment, and potential
challenges in integrating the legacy Sprint and Nextel businesses
and networks.


NORTHWOOD PROPERTIES: Claim Trading Objections Rejected by Court
----------------------------------------------------------------
Northwood Properties, LLC, holds development rights to a
condominium development known as Northwood at Sudbury, Sidney.
Bourne and Claudio Delise own (or co-own) units at Northwood.
They have raised concerns regarding the Debtor's development and
management capabilities and oppose the Debtor's exercise of its
development rights.

Ralph Tyler has filed a $622,270 prepetition claim against the
Debtor for attorney's fees arising from his successful dismissal
of a prepetition lawsuit by the Debtor against him (and others)
under MGLA c. 231 sec. 59H (Massachusetts' so-called anti-SLAPP
statute) and attorney's fees under MGLA c. 231 sec. 6F
(Massachusetts' so-called frivolous lawsuit statute).

Since the Debtor commenced the case on Sept. 22, 2005, Messrs.
Bourne, Delise and Tyler have actively opposed most if not all
efforts by the Debtor to effectuate a plan of reorganization
formulated around the Debtor's remaining development rights at
Northwood.  At present, the Debtor is proceeding toward a
confirmation hearing on its plan of reorganization (scheduled for
July 18, 2006).

On March 28, 2006, Messrs. Bourne, Delise and Tyler filed notices
of claim transfer under Rule 3001(e)(2) of the Federal Rules of
Bankruptcy Procedure.  Mr. Bourne acquired a $50 pre-petition
claim held by NStar; Ms. Delise acquired the $305.92 pre-petition
claim of GZA Geoenvironmental, Inc.; and Mr. Tyler acquired the
$50 pre-petition claim of Keyspan.  The three transferees say they
did so to afford them added leverage in opposing the Debtor's
plan, to afford them the opportunity to propound their own plan in
competition with the Debtor's plan and, in Mr. Tyler's case, to
assist him in his pursuit of his attorney's fee claim.  The
Debtor, as reported in the Troubled Company Reporter on Sept. 26,
2005, has six unsecured creditors.

Messrs. Bourne, Delise and Tyler have engaged in settlement talks
with the Debtor regarding their concerns and claims but have
reached no rapprochement.

The Debtor objects to the Claims Transfers on two separate but
related grounds: first, that the Claims Transfers were undertaken
by the Claims Transferees as a joint enterprise for the improper
purpose of obstructing the Debtor's attempts at reorganization;
and second, that the Claims Transfers are part of a continuing
conspiracy among Messrs. Bourne, Delise and Tyler to obtain an
advantage or benefit in the case to which they would not otherwise
be entitled.  The Debtor portrays the alleged joint enterprise and
the alleged conspiracy as covert and collusive.  In effect, the
Debtor would have me find an impropriety in one or both of the
following: concerted opposition to its plan and pursuit of
financial accommodations to resolve that opposition.

Messrs. Bourne, Delise and Tyler contend they acquired the Claims
openly and aboveboard, in compliance with applicable bankruptcy
rules and for a valid purpose, namely, to facilitate their
opposition to the Debtor's reorganization plan, whether by way of
plan rejection (voting the Claims against the Debtor's plan) or by
way of plan competition (formulating and filing their own plan)
and, in Mr. Tyler's case, to press his prepetition claim.  The
Claims Transferees also contend that the Debtor lacks standing to
object to the Claims Transfers since Rule 3001(e)(2) contemplates
notice to, and objection by, the alleged transferor not the Debtor
or any other party.

On June 20, 2006, the Honorable Robert Somma of the U.S.
Bankruptcy Court for the District of Massachusetts held a non-
evidentiary hearing on the Debtors' objections.  Based upon the
Claims Transfers, the Objection, the arguments, the record and
applicable law, the Court makes five findings in a Memorandum of
Decision published at 2006 WL 1738282:

Judge Somma finds:

    1. The Claims Transferees acquired the Claims in accordance
       with Rule 3001(c)(2).

    2. Absent allegations not here present such as breach of
       fiduciary duty or fraud, the Debtor lacks standing to
       object to the Claims Transfers.  In re SPM Mfg. Corp.,
       984 F.2d 1305 (1st Cir. 1993).

    3. No such allegations (of breach, fraud or otherwise) have
       been made or proven despite the Debtor's strenuous effort
       to uncover a collusive or covert enterprise fraught with
       bad faith and improper purpose.  To the contrary, the
       Claims Transferees have acted here as they have throughout
       the case -- openly and aboveboard albeit together to thwart
       a reorganization they oppose.  They may be implacable
       adversaries of the Debtor but that alone does not warrant
       the extraordinary remedy of invalidation of the Claims
       Transfers.

    4. The decisional law on which the Debtor relies affords
       little basis for inquiry, let alone invalidation.  For
       example, in In re Applegate Property, Ltd., 133 B.R. 827
       (Bankr. W.D. Tex. 1991), an affiliate of a debtor acquired
       claims without disclosure to block a competing creditor's
       plan and to insure confirmation of the debtor's plan.
       Here, of course, the Claims Transferees are not insiders,
       the disclosure of the Claims Transfers has been full,
       prompt and open, there are no competing plans, only the
       Debtor's and perhaps (though by no means certain) one to
       be filed by the Claims Transferees, and the Claims
       Transferees can hardly be characterized as collusive or
       covert -- their every action in opposition, while often
       reflecting the rough edges of a pro se initiative (they
       are not represented by counsel in the case), has been
       overt, properly purposeful and compliant with applicable
       law and rules.

    5. Messrs. Bourne, Delise and Tyler are entitled to acquire
       claims against the Debtor to advance their interests in
       seeking to prevent confirmation of a plan they oppose
       and to afford them a vehicle, however low-test, to
       propound their own plan should they formulate one and,
       in Mr. Tyler's case, to pursue such attorney's fee rights
       as remain to him after an apparently thus far unsuccessful
       effort to obtain same in state court.

Northwood Properties, LLC, filed for chapter 11 protection on
Sept. 22, 2005 (Bankr. D. Mass. Case No. 05-18880).  The Debtor is
the successor to a co-proponent of a plan of reorganization for
Northwood at Sudbury Realty Corp., which filed for chapter 11
protection (Bankr. D. Mass. Case No. 00-14967) on July 25, 2000.
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents
the Debtor.  The Debtor estimates that its assets and liabilities
are in the range of $1 million to $10 million.


NTL CABLE: Fitch Holds Debts' Low-B Ratings on Negative Watch
-------------------------------------------------------------
Fitch Ratings revised its guidance on the potential notching of
NTL Cable plc's senior notes following the company's announcement
of potential changes to its refinancing plans.

The rating agency states that NTL Cable's senior notes remain on
Rating Watch Negative, and at the same time, NTL Inc.'s Issuer
Default rating at 'B+' with Stable Outlook is affirmed, as is its
Short-term rating at 'B'.

NTL Investment Holdings Limited's GBP4.975 billion senior secured
credit facilities are affirmed at 'BB+' and Recovery rating 'RR1'.

The NTL Cable plc notes on Rating Watch Negative:

   * GBP375 million 9.75% senior notes due 2014: 'B+'/'RR4'
   * $425 million 8.75% senior notes due 2014: 'B+'/'RR4'
   * EUR225 million 8.75% senior notes due 2014: 'B+'/'RR4'

As noted above, Fitch's revised guidance follows NTL's
announcement of possible changes to its proposed funding
structure.

NTL has indicated that it may refinance GBP600 million in bridge
financing via issuance of senior unsecured notes at either NTL
Investment Holdings limited, a finance subsidiary of that company,
or at NTL Cable.

Fitch's previous expectation had been that the GBP600 million of
new notes would be raised at NTL Cable and rank pari passu to the
existing notes, on the basis of which it had indicated the
potential for the NTL Cable notes to be downgraded one notch to
'B'.

In the event that new senior notes are issued at NTLIH or a
finance subsidiary thereof, the amount of senior debt ranking
ahead of the NTL Cable notes will increase and estimated
recoveries of the existing notes will be reduced.  In this event
Fitch expects the NTL Cable notes to be downgraded by up to two
notches to 'B-'.  The agency confirms that should the new notes be
raised at NTL Cable on a pari passu basis, it then expects its
original indication of a one notch downgrade of the NTL Cable
notes to apply.

Fitch will resolve the Rating Watch status on the NTL Cable notes
and assign ratings to the new notes, once the group's funding
plans have been finalized.


ORMET CORP: Inks Tentative Agreements with United Steelworkers
--------------------------------------------------------------
The United Steelworkers reached tentative agreements, on June 30,
2006, with Ormet Corporation on contracts for workers in Hannibal,
Ohio and Burnside, Louisiana that, once ratified, will expire at
the end of 2009.

About 1,500 members of USW Locals 5724 and 5760 have been on
strike for 19 months at the company's Hannibal aluminum
facilities, and nearly 200 members of USW Local 14465 at the
Burnside refinery have been working under the terms of an
agreement that expired last September.

Upon ratification, the strike in Ohio would end, but Ormet would
still need a power deal for electricity similar to the other
industrial users in the Ohio Valley before they can restart the
reduction plant in Hannibal.  Negotiations with the PUCO and
American Electric Power are ongoing.  Ormet emerged from Chapter
11 Bankruptcy protection last year, and has since sold the
Hannibal rolling mill.

USW District 1 Director Dave McCall praised the solidarity
demonstrated by members of all three USW locals over the past
three years throughout the strike and the bankruptcy process and
said that the Union will support the new management of Ormet in
its bid for a reduced-cost energy supply.

Mr. McCall also said that the proposed contracts would not have
been possible without the support of MatlinPatterson, a major
shareholder of Ormet since the company completed its Plan of
Reorganization.

"After the replacement of the former CEO and good faith
discussions between the Steelworkers and MatlinPatterson," Mr.
McCall said, "we have agreed that the best possible resolution
would be to reach an acceptable Labor Agreement that puts our
members back to work while allowing Ormet to remain a viable
player in the aluminum industry."

"This agreement will achieve that goal," he said.  "Our members
and their families have fought long and hard to reach this point,
and we will continue our fight to save as many of our jobs as
possible."

The Union will not disclose the details of the proposed agreements
until its bargaining committees have had a chance to meet with the
members.

Headquartered in Wheeling, West Virginia, Ormet Corporation
-- http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.  The
Company and its debtor-affiliates filed for chapter 11 protection
on January 30, 2004 (Bankr. S.D. Ohio Case No. 04-51255).  Adam C.
Harris, Esq., in New York, represents the Debtors in their
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed $50 million to $100 million in estimated
assets and more than $100 million in total debts.  The Company's
chapter 11 plan was confirmed by the Court in April 2005.  Under
the confirmed Plan, Ormet was authorized to break labor contracts,
which resulted in conflicts with the United Steelworkers of
America.


O'SULLIVAN INDUSTRIES: To Close Virginia Manufacturing Facility
---------------------------------------------------------------
O'Sullivan Industries, Inc., intends to close its South Boston,
Virginia manufacturing and distribution facility by the end of the
calendar year.  The closure is a result of the continued execution
of its strategy focused on improving utilization of production
capacity and productivity.  This decision stems from an analysis
of O'Sullivan's activities as a whole and the implementation of
measures aimed primarily at continuing to improve its operational
efficiency.

"The closure of our South Boston facility is consistent with our
strategic plans. O'Sullivan will continue to serve our customers'
long-term needs from our Lamar, Missouri facility; which has the
capability currently in place to manufacture and distribute all of
our product categories," President and Chief Executive Officer,
Rick Walters said.

"We are working with the customers served from our Virginia plant
to execute a smooth and efficient transition.  This has been a
difficult but necessary decision for us.  We determined that this
was the most effective course of action to align our available
capacity with the market, and to make our total cost structure
more competitive.  The closure is a result of industry wide excess
capacity and is not a reflection on the workforce or management
team in South Boston.  In fact, the plant has demonstrated
continuous improvement operationally and is consistently meeting
customer quality and delivery requirements.  However, there is an
immediate need to improve capacity utilization and optimize
overall company performance."

The South Boston facility employs 200 people.  O'Sullivan plans to
add approximately 150 jobs to the Lamar facility over the next 12
months as a result of the consolidation.

Local officials of the city of South Boston and Halifax County and
the Virginia Employment Commission were notified on June 30, 2006,
of plans to close the facility.

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.


OVERSEAS SHIPHOLDING: Selling Old Vessels for $168 Million
----------------------------------------------------------
Overseas Shipholding Group, Inc., has agreed to sell two of its
oldest Aframaxes (the 1993-built Overseas Keymar and the 1994-
built Pacific Sapphire) and one of its oldest VLCCs (the 1996-
built Majestic Unity) for net proceeds of approximately
$168 million.

The proceeds will be used to fund the Companyu's newbuild program
of four Aframax tankers that are being built at the New Times
Shipbuilding Co., Ltd. shipyard in Jinjiang, China.  The new
114,000 dwt 44-meter beam Aframaxes are larger, faster and have a
lower daily operating cost than the older vessels sold.  The
closings of the sales of these vessels are subject to the
satisfaction of standard vessel sale closing conditions.  Delivery
of the tankers to their new owners is expected to occur between
the middle of July 2006 and the middle of August 2006.  OSG
expects to realize a net gain of approximately $40 million from
these sales.

Separately, OSG chartered-in two 2003-built Aframaxes, the Phoenix
Alpha and the Phoenix Beta, each for three-year periods. OSG has a
30 percent interest in these modern vessels, both of which trade
in the Aframax International pool, which were delivered late in
the second quarter.

The tanker sales and fleet additions are part of OSG's ongoing
active asset management and fleet modernization programs.  The
Company's newbuild program includes 26 vessels across its crude,
products, U.S. Flag and gas segments, which are scheduled for
delivery between late 2006 and 2010.

The Company has capitalized on the strong second-hand tanker
market and has generated net proceeds of approximately
$942 million on vessels that have either been sold or sold and
leased-back since January 2005, including the sale of the tankers
announced today.  Giving effect to these tanker sales, the average
ages of OSG's owned VLCC and Aframax fleets would have been 5.6
years and 7.4 years, respectively, well-below the average ages of
the VLCC and Aframax world fleets, which were 8.4 years and 8.9
years, respectively, as of April 1, 2006.

Headquartered in New York City, Overseas Shipholding Group, Inc.
(NYSE: OSG) -- http://www.osg.com/-- is a publicly traded tanker
company with an owned, operated and newbuild fleet of 113 vessels,
aggregating 12.7 million dwt and 865,000 cbm.  The Company
provides energy transportation services for crude oil and
petroleum products in the U.S. and International Flag markets.
OSG has offices in New York, Athens, London, Newcastle and
Singapore.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on Overseas Shipholding and
removed all ratings from CreditWatch, where they were placed on
Dec. 14, 2004.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Moody's Investors Service confirmed Overseas Shipholding's senior
unsecured and senior implied ratings at Ba1.  Moody's also changed
the rating outlook to negative from stable.


PARKWAY HOSPITAL: Committee Hires Alston & Bird as Bankr. Counsel
-----------------------------------------------------------------
The Honorable Prudence Carter Beatty allowed the Official
Committee of Unsecured Creditors of The Parkway Hospital, Inc., to
hire Alston & Bird LLP as substitute bankruptcy counsel.

The Committee has selected Alston & Bird as its counsel because of
the expertise and experience of the firm's attorneys in
representing creditors' committees in chapter 11 cases.

Alston & Bird will:

   (a) exercise oversight on all issues arising from or impacting
       the Debtor or the Committee;

   (b) prepare on behalf of the Committee all necessary
       applications, motions, orders, reports and other legal
       papers;

   (c) appear before the U.S. Bankruptcy Court for the Southern
       District of New York to represent the Committee's interest;

   (d) negotiate, formulate, draft and push for confirmaion on any
       plan of reorganization or liquidation;

   (e) investigate, as the Committee may desire, concerning, among
       other things, the assets, the liabilities, financial
       condition, and operating issues concerning the Debtor that
       may be relevant to the case;

   (f) exercise foresight with respect to any transfer, pledge,
       conveyance, sale or other liquidation of the Debtor's
       assets;

   (g) communicate with the Committee's constituents and other as
       the Committee may consider desirable in furtherance of its
       responsibilities; and

   (h) perform all of the Committee's duties and powers under the
       Bankruptcy Code and the Federal Rules of Bankruptcy
       Procedure.

The firm's professionals charge these hourly rates:

               Designation              Hourly Rate
               -----------              -----------
               Partner                  $360 to $725
               Counsel                  $335 to $795
               Associate                $195 to $470
               Paralegal                $110 to $285

Martin G. Bunin, Esq., an attorney at the firm, assured the Court
that his firm and its professionals do not hold material interest
adverse to the Debtor's estate and are disinterested as defined in
Section 101(14) of the Bankruptcy Code.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PASADENA REHAB: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pasadena Rehabilitation Center, Inc.
        1015 Thomas Avenue
        Pasadena, Texas 77056

Bankruptcy Case No.: 06-32835

Type of Business: The Debtor provides physical rehabilitation and
                  pain management services to patients.

Chapter 11 Petition Date: June 30, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Troy J. Wilson, Esq.
                  The Wilson Law Firm P.C.
                  2616 Southy Loop West, Suite 470
                  Houston, Texas 77054
                  Tel: (832) 778-6700
                  Fax: (832) 778-6703

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

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

      Entity                          Claim Amount
      ------                          ------------
   Ernest Whitehead                     $9,000,000
   c/o Steven D. Poock, Esq.
   Tel: (281) 277-7678
   P.O. Box 984
   Sugarland, TX 77487

   Danny Pham                             $275,000
   9720 Beechnut, Suite 260
   Houston, TX 77036

   Troy J. Wilson                          $10,000
   7003 Addicks-Clodine
   Houston, TX 77083


PATRICIA GILROY: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Particia A. Gilroy
        2822 Devils Dive Road
        Traverse City, Michigan 49686

Bankruptcy Case No.: 06-03035

Chapter 11 Petition Date: June 30, 2006

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Wallace H. Tuttle, Esq.
                  Wallace H. Tuttle, P.C.
                  3189 Logan Valley Road
                  P.O. Box 969
                  Traverse City, Michigan 49685-0969
                  Tel: (231) 941-0750
                  Fax: (231) 941-8568

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PTC ALLIANCE: Court Okays Houlihan Lokey as Financial Advisor
-------------------------------------------------------------
PTC Alliance Corp. obtained authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Houlihan
Lokey Howard & Zukin Capital, Inc., as its financial advisor.

Houlihan Lokey will continue to advise the Debtor on an exclusive
basis, and if applicable act as an agent, with respect to one or
more transactions or potential transactions, including:

    1. any acquisition of all, or a substantial portion of the
       capital stock or assets of the Debtor in either a single or
       a series of transactions;

    2. any financing for any portion of the Debtor, whether in
       the form of secured, unsecured, subordinated or senior
       debt, equity or equity equivalents, and whether or not the
       financing is arranged on a public or private basis; and

    3. any single or series of transactions that effectuates any
       material modification the principal balance, accrued or
       accredited interest, payment term, other debt service
       requirement or financial or operating covenant; any
       forebearance for at list 12 months with respect to any
       payment of obligation; conversion to common or other
       equity, or any other security or instrument, of any, or
       all, of the Company's obligations, preferred stock or
       indebtedness for borrowed money, which are currently
       outstanding,; the implementation of cash tender offer for
       all such obligations; any other compromise of the existing
       terms of such obligations; or any combination of those
       transactions.

If the Debtor's Plan is confirmed, Houlihan Lokey will receive:

    (a) a monthly fee of $75,000; plus
    (b) a $1 million restructuring fee.

Houlihan Lokey disclosed that it has already received a $125,000
retainer, $75,000 of which was applied to the first monthly fee.

Upon the consummation of any sale transaction, Houlihan Lokey will
received a sale fee equal to:

    * the greater of $1 million or 1.15% of that transaction value
      for up to up to $200 million, plus

    * 3% of the incremental value for that transaction value from
      $200 million to $230 million, plus

    * 5% of the incremental value for that transaction value in
      excess of $230 million.

Upon the consummation of any purchase transaction, Houlihan Lokey
will receive $1 million in cash; provided that if a restructuring
fee is paid, then the purchase fee will be equal to $750,000.

Upon consummation of a financing transaction, Houlihan Lokey
will receive a financing fee in cash equal to the greater of
$1 million, and the sum of:

    (a) 1% of the aggregate principal amount of all secured or
        unsecured senior notes and bank debt raised or committed,

    (b) 3% of the aggregate amount of all secured and unsecured,
        non-senior and subordinated debt securities raised or
        committed, whether structurally or contractually
        subordinated and whether with the same or different
        lenders, and

    (c) 5% of the total amount of all equity equivalents,
        including convertible securities and preferred stock,
        placed or committed.

Saul E. Burian, a managing director at Houlihan Lokey, assures the
Court that his firm is disinterested as that term is defined is
Section 101(14) of the Bankruptcy Code.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and
cold drawn mechanical steel tubing and tubular shapes, chrome
plated bar products, fabricated parts, and precision components.
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


QUALITY DISTRIBUTION: Moody's Lifts Corp. Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service raised all debt ratings of Quality
Distribution, LLC -- Corporate Family to B3 from Caa1.  The
outlook has been changed to positive.

The rating upgrades reflect steady improvement in the company's
operating performance and credit metrics, and the progress made in
resolving the internal control problems as Quality remediated the
material weaknesses cited in its 2005 report on internal controls.
Good operating conditions in Quality's core market of chemical
hauls, better cost performance and evidence of effective pricing
produced strong improvement in profitability.

Quality's operating ratio improved to the 94% level for LTM March
2006 versus the considerably weaker 97.6% for Fiscal 2004.
Operating efficiencies are also contributing to the trend of
improving profitability as transportation revenue per tractor and
per driver have increased in each of the last two years.  EBIT
covered interest expense in LTM March 2006 at 1.1 times, a notable
improvement from EBIT of 0.8 times for Fiscal 2004 and interest
coverage is expected to improve steadily over the rest of the
year.  EBITDA dropped to 6.4 times at March 31, 2006 from the
highly levered level of 7.9 times at 2004 year end.

During the currently strong market, Moody's believes that Quality
should particularly benefit from its position as the largest
provider of bulk tank truck transportation, as service
requirements are high and the competition is fragmented.
Moreover, the company has flexibility to react to a downturn
because of its primarily variable cost-based asset-light operating
model.  Approximately 75% of operating costs are payments to
third-party affiliates or owner-operators, who are paid based on
actual volumes transported.  This cost structure should allow
Quality to weather the downturn as its customers are exposed to
markets which are somewhat cyclical.  Further supporting cash flow
during a down-cycle is the relatively low concentration of
revenues, as the top four customers accounted for only 15% of
transportation revenues during 2005.

The positive outlook reflects Moody's expectations that the recent
upwardly trending results are sustainable over the intermediate
term, and that the company will produce modestly positive free
cash flow which will be directed to further debt reduction.
Moody's also expects further steady improvements in key credit
metrics of EBITDA and Interest coverage, with an operating ratio
likely to be maintained in the range of the current 94% or below.

The ratings are tempered by the risks inherent in the company's
asset-light business model.  Quality relies on its network of
third party affiliates and owner-operators for its service
delivery and maintenance of its reputation.  In Moody's view,
particularly sound information systems and data security as well
as the effective functioning of internal controls are integral to
the success of asset-light business models.  For Quality, this
asset-light risk is somewhat mitigated by the mutual benefits for
Quality and the drivers.  Quality requires drivers who are
particularly qualified in the handling of the cargos carried,
particularly Hazmat types.

At the same time, these specialized drivers benefit from access to
larger customers through Quality's marketing structure, to lower
group rate insurance premiums, and Quality's operating
certificates.  Another typical limiting aspect of asset-light
models is a relatively low amount of tangible asset values to
support secured obligations; however, Moody's believes the value
of Quality's tangible assets should fully cover the secured debt.
Quality's overall liquidity is adequate, and the revolver is
appropriately sized for the company.

Quality's policy is to apply substantially all cash collections to
the revolver; while keeping revolver usage as low as possible;
this policy leaves Quality with little cash at its disposal in the
event it lost access to the revolver due to an event of financial
stress.

The senior secured ratings have been upgraded to B2, one rating
notch above the corporate family rating of B3.  This two notch
upgrade takes into account that the secured debt has declined as a
percent of total debt outstanding, Moody's belief that that the
secured debt holders are adequately protected by the assets
pledged, and the large amount of subordinated debt below the
secured debt.  The senior unsecured rating is one notch below the
corporate family rating and the subordinated rating is two notches
lower, reflecting their respective positions in the debt structure
with a relatively lower priority of claim.

Moody's notes that the credit facility is supported by upstream
guarantees from all domestic subsidiaries and that the obligations
under the credit facility and of the subsidiary guarantors are
collateralized by a first priority lien under the all assets
pledge.  The unsecured floating rate notes and 9% subordinated
notes are also guaranteed by all domestic subs; however, the
guarantees on the subordinated debt are on a subordinated basis.

Ratings may be further upgraded if Quality sustains EBIT Interest
above 1.5 times and EBITDA in the range of 5.5 times, and enhances
liquidity, including higher cash on hand and increased operating
cash flow over the intermediate term to sustain free cash flow to
debt of at least 5%.  The ratings or outlook could be revised
downward if EBIT were to decline below 1 times, if EBITDA were to
rise above 7 times or if Quality were to sustain negative free
cash over the intermediate term resulting in no further reduction
in debt from current levels.

Upgrades:

Issuer: Quality Distribution, LLC

   * Corporate Family Rating, Upgraded to B3 from Caa1

   * Senior Secured Bank Credit Facility, Upgraded to B2
     from Caa1

   * Senior Subordinated Regular Bond/Debenture, Upgraded
     to Caa2 from Caa3

   * Senior Unsecured Regular Bond/Debenture, Upgraded to
     Caa1 from Caa2

Outlook Actions:

Issuer: Quality Distribution, LLC

   * Outlook, Changed To Positive From Stable

Quality Distribution, LLC and Quality Distribution, Inc., its
parent holding company, are headquartered in Tampa, Florida.  The
company is a leading transporter of bulk liquid and dry bulk
chemicals.  Apollo Management, L.P. owns approximately 52% of the
common stock of Quality Distribution, Inc.


RESI FINANCE: S&P Assigns Low-B Ratings to Five Debt Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESI
Finance L.P. 2006-B/RESI Finance DE Corp. 2006-B's $270,981,000
real estate synthetic investment securities series 2006-B.

The ratings are based on:

   * credit enhancement levels;

   * the transaction's shifting interest structure;

   * a legal structure designed to minimize potential losses to
     securities holders caused by the insolvency of the issuer;
     and

   * the credit rating assigned to Bank of America N.A., based on
     its obligations according to the forward delivery and the
     credit default swap agreements.

Ratings Assigned:

      RESI Finance L.P. 2006-B/RESI Finance DE Corp. 2006-B

                    Class            Rating      Amount
                    -----            ------      ------
                   B3 notes           A       $79,701,000
                   B4 notes           A-      $15,940,000
                   B5 notes           BBB     $47,820,000
                   B6 notes           BBB-    $23,910,000
                   B7 notes           BB      $39,850,000
                   B8 notes           BB-     $15,940,000
               B9 certificates        B+      $15,940,000
               B10 certificates       B       $15,940,000
               B11 certificates       B-      $15,940,000


SAINT VINCENTS: Taps Mintz Levin as Govt. Contract Administrator
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ, Cohn, Ferris,
Glovsky & Popeo, P.C., as an Ordinary Course Professional to
provide services for issues relating to:

    (i) the administration of the Debtors' individual contract
        with the United States Department of Defense governing
        their participation in the Uniformed Services Family
        Health Plan program;

   (ii) the Debtors' involvement as part of an alliance of six
        USFHP program participants who collectively negotiate with
        the DOD on USFHP program issues common to all six parties;
        and

  (iii) the effect, if any, of the Debtors' potential transactions
        involving property on Staten Island on the Special USFHP
        Matters.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, discloses
that since 2001, Mintz Levin provided representation to the
Debtors related to the:

    * administration of the Debtors' USFHP program contract with
      the Department of Defense;

    * national military health care program -- TRICARE -- payment
      policies and its application to payments to non-network
      providers; and

    * recoupment of benefits by the Department of Defense for
      deceased beneficiaries.

Mr. Troop notes that as a result of these efforts, Mintz Levin is
familiar with the complex USFHP program issues that may arise
with respect to the Debtors.

According to Mr. Troop, Mintz Levin also renders legal services
directly to the Alliance as an entity, and not to its individual
members.  The legal services to be provided to the Debtors are
separate and distinct from the legal services that Mintz Levin
has and will continue to provide to the Alliance.

The Debtors believe that Mintz Levin's professionals are
qualified and experienced to represent them as an Ordinary Course
Professional with respect to the Special USFHP Matters.

Mr. Troop relates that the interruption and duplicative cost
involved in obtaining substitute counsel to replace Mintz Levin
at this juncture would unduly prejudice the Debtors, their
estates, creditors, and other parties-in-interest considering the
time and expense necessary to replicate the firm's ready
familiarity with the intricacies of the Debtors' participation in
the USFHP program and the USFHP Alliance.

In addition, since the USFHP program is unique in the healthcare
arena, Mr. Troop says it could be difficult for the Debtors to
find an adequate substitute for Mintz Levin.

Mintz Levin will be paid on an hourly basis and reimbursed of
actual and necessary expenses incurred, subject to a monthly cap
of $15,000 and an annual cap of $180,000.  A single Cap and
Yearly Cap will apply to the amounts paid by the Debtors to Mintz
Levin for work done individually for the Debtors, for the
Debtors' portion of Alliance work, and for pass-through costs and
expenses in connection with the Alliance.

Mintz Levin's standard hourly rates are:

           Professionals                Hourly Rates
           -------------                ------------
           Partners                     $425 to $675
           Associates                   $245 to $470
           Paraprofessionals            $150 to $230

Stephen M. Weiner, Esq., a partner at Mintz Levin, assures the
Court that the firm does not have any connection with or interest
adverse to the Debtors, their creditors, or other parties-in-
interest.  Mintz Levin is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code, he adds.

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. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Tort Panel Hires Kronish Lieb as Counsel
--------------------------------------------------------
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' Official Committee of Tort Claimants to
retain Kronish Lieb Weiner & Hellman, LLP, as its counsel, nunc
pro tunc to May 17, 2006.

The Court previously granted, on April 25, 2006, the Appointment
Motion filed by the Jacob D. Fuchsberg Law Firm, LLP, along with
nine other similarly situated law firms representing other holders
of the Medical Malpractice Claims.

Kronish Lieb has been representing the Fuchsberg Firm, one of the
medical malpractice law firms representing 20 holders of Medical
Malpractice Claims in excess of $140,000,000.

Since the Court granted the Appointment Motion, Kronish Lieb has
advised medical malpractice attorneys with respect to issues that
impact their clients related to the Debtors' Chapter 11
proceedings.

Kronish Lieb is expected to:

    (a) attend the meetings of the Tort Committee;

    (b) review and analyze financial information furnished by the
        Debtors to the Tort Committee, including, without
        limitation, all insurance-related documents;

    (c) confer with the Debtors and the Official Committee of
        Unsecured Creditors;

    (d) review the Debtors' activities, motions and third party
        filings, and advise the Tort Committee as to their
        ramifications to the extent they impact the rights of
        medical malpractice claimants;

    (e) file appropriate pleadings on behalf of the Tort
        Committee;

    (f) provide the Tort Committee with legal advice in relation
        to the Debtors' Chapter 11 cases;

    (g) prepare various applications and memoranda of law for
        submission to the Court for consideration, and manage all
        other matters relating to the representation of the Tort
        Committee that may arise;

    (h) assist the Tort Committee in negotiations with the Debtors
        and other parties-in-interest on a plan of reorganization;
        and

    (i) perform other legal services for the Tort Committee as may
        be necessary in the Debtors' Chapter 11 proceedings.

Kronish Lieb's hourly rates are:

             Professional            Status     Hourly Rate
             ------------            ------     -----------
             James A. Beldner        Partner       $650
             Richard S. Kanowitz     Partner       $585
             Jeffrey L. Cohen        Associate     $380
             Seth Van Aalten         Associate     $290
             Noah Falk               Associate     $245

Richard S. Kanowitz, Esq., ascertains that the firm:

    (i) does not have any connection with the Debtors, their
        creditors, or any other party-in-interest, or their
        attorneys and accountants; and

   (ii) pursuant to Section 1103(b) of the Bankruptcy Code, does
        not represent any other entity having an adverse interest
        in connection with the Debtors' Chapter 11 cases.

Mr. Kanowitz discloses that:

    -- Darren Mobley, a present employee in the U.S. Trustee's
       office, previously worked for Kronish Lieb before 2001; and

    -- Kronish Lieb represents the Official Fee Committee in
       Adelphia Communications Corp.'s case pending in the
       Southern District of New York.

The Tort Committee informs the Court that the Fuchsberg Firm will
ask for a substantial contribution award based on Kronish Lieb's
legal services from March 27, 2006, through April 24, 2006, at a
later date.

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. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Gilbert Heintz to Serve as Tort Panel's Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates' Official Committee of Tort Claimants'
request to retain Gilbert Heintz & Randolph, LLP, as its special
insurance consultant.

According to Tort Committee Chairperson Alan Fuchsberg, Esq., at
The Jacob D. Fuchsberg Law Firm, LLP, in New York, the Tort
Committee selected Gilbert Heintz based on its:

    -- expertise in serving as special insurance counsel for
       numerous and diverse committees in Chapter 11 cases
       throughout the United States; and

    -- considerable experience in representing corporate
       policyholder-debtors, creditors' committees, future
       claimants' representatives, and bankruptcy trusts in large
       Chapter 11 cases in federal bankruptcy courts.

Mr. Fuchsberg related that Gilbert Heintz's expertise in the
pursuit of insurance proceeds to fund debtors' estates should
minimize its fees.

As special insurance counsel, Gilbert Heintz will:

    (i) attend some meetings of the Tort Committee;

   (ii) review and analyze insurance-related documents and
        information furnished by the Debtors to the Tort
        Committee;

  (iii) confer with the Debtors' management and counsel, and the
        Creditors' Committee's counsel regarding the availability
        of insurance proceeds;

   (iv) review the Debtors' activities, motions and third party
        filings, and advise the Tort Committee as to the
        ramifications of the activities and motions on the
        availability of insurance proceeds for the Medical
        Malpractice Claimants;

    (v) provide the Tort Committee with advice in relation to the
        issues;

   (vi) assist the Tort Committee in negotiations with the
        Debtors, their insurers and other parties-in-interest in
        connection with the availability and distribution of any
        insurance recovery; and

  (vii) perform other services for the Tort Committee as may be
        necessary or proper.

Gilbert Heintz's standard hourly rates are:

         Professionals               Hourly Rate
         -------------               -----------
         Partner                     $425 - $785
           Scott D. Gilbert                 $785
         Associate                   $190 - $375
           Justin F. Lavella                $330
         Paralegal                    $90 - $190

Scott D. Gilbert, Esq., assured the Court that the firm (i)
represents no interest adverse to the Tort Committee, the
Debtors, or their estates; (ii) has no connection with the U.S.
Trustee or any other person employed in the office of the US
Trustee; and (iii) has not been paid any retainer against which
to bill fees and expenses.

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. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SLATER DEV'T: Shareholders Approve Liquidation & Dissolution Plan
-----------------------------------------------------------------
Slater Development Corp. (Pink Sheets: STDV) disclosed that at a
Special Meeting of Shareholders held on June 22, 2006, its
shareholders approved the Plan of Complete Liquidation and
Dissolution.  The Company intends to file a Certificate of
Dissolution with the New York Department of State promptly
following receipt of the consent of the New York State Department
of Taxation and Finance, which is a precondition for dissolution
under New York's Business Corporation Law.

As soon as possible after the filing of the Certificate of
Dissolution, and after paying its remaining obligations, the
Company intends to distribute to its shareholders all of its
remaining cash in one or more distributions, which the Company
currently believes will be approximately $2,950,500 or
approximately $3.63 for each share of its common stock.

Herbert Slater, the Company's Chairman of the Board, stated that,
"The Company believes that the Plan of Dissolution represents an
effective mechanism to bring closure to the affairs of the Company
and convert our shareholders' shares into cash in a structure that
we believe satisfies our legal obligations with respect to
environmental contingencies and reasonably protects our
shareholders, employees, officers and directors from potential
liability."


SPECTRE GAMING: Restatement Raises Accumulated Deficit by $3.4MM
----------------------------------------------------------------
Spectre Gaming, Inc., filed its amended financial results for the
first quarter ended March 31, 2006, with Securities and Exchange
Commission on June 27, 2006.

The company restated its preferred stock dividends for the year
ended Dec. 31, 2005, to recognize a beneficial conversion feature
associated with the Series B Variable Rate Convertible Preferred
Stock issued on Oct. 27, 2005.  The restatement increased
additional paid-in capital and the accumulated deficit by
$3,412,860 at Dec. 31, 2005, and March 31, 2006.

The company incurred a $1.3 million net loss on zero revenue for
the three months ended March 31, 2006, compared to a $1.2 million
net loss on zero revenue for the same period in 2005.

The Company's March 31 balance sheet also showed strained
liquidity with $1.2 million in total current assets available to
pay $4.3 million in total current liabilities coming due within
the next 12 months.

As of March 31, 2006, the company's accumulated deficit widened to
$35.7 million from a $34.2 million accumulated deficit at Dec. 31,
2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?cd6

                        Going Concern Doubt

Virchow, Krause & Company, LLP, expressed substantial doubt about
Spectre Gaming's ability to continue as a going concern after it
audited the company's financial statements for the fiscal years
ended Dec. 31, 2005.  The auditing firm pointed to the company's
net losses for the years ended Dec. 31, 2005 and 2004, had an
accumulated deficit at Dec. 31, 2005, and does not have adequate
liquidity to fund its operations through out fiscal 2006.

Headquartered in Minneapolis, Minnesota, Spectre Gaming, Inc. --
http://www.spectregaming.com/-- provides interactive electronic
games to the Native American, amusement-with-prize, and charitable
gaming markets in the United States.  It designs and develops
content, hardware, software, and networks to provide its customers
with redemption gaming systems.  Spectre Gaming sells its products
and services to gaming operators through internal sales staff and
agents.  The company was incorporated as MarketLink, Inc., in 1990
and changed its name to OneLink Communications, Inc., in 1997.
Further, OneLink Communications changed its name to OneLink, Inc.,
in 2000 and to Spectre Gaming, Inc., in 2004.


SPIRIT AERO: Equity Offering Cues Moody's to Review Ratings
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Spirit
AeroSystems, Inc., on review for possible upgrade in response to
parent company Spirit AeroSystems Holdings Inc.'s announcement of
an initial public equity offering, which will result in a
reduction in debt upon close, as well as the expectation of
continued strength in operating performance.

According to Spirit's June 30, 2006 S-1 filing, the company
intends to raise a maximum of $500 million from the primary
offering of Class A shares publicly.  Proceeds from the sale of
the company's shares will be used to repay certain amounts of debt
outstanding under its senior secured credit facility, as well as
to partially satisfy obligations under the company's union equity
plan.

The ratings review will focus on the ultimate application of funds
raised from Spirit's planned equity offering to repay debt and
other obligations, analysis of the company's projected operating
performance and cash flow generation over the next 12 to 24
months, and Moody's assessment of on-going risk associated with
integration of Spirit AeroSystems Limited, which was created by
the April 2006 acquisition of BAE Systems Aerostructures business.

Moody's will assess the impact of the planned debt reduction on
Spirit's financial metrics, leverage in particular, in conjunction
with developments in the company's operating performance in the
early stages of its history as an independent supplier to OE
aircraft manufacturers.  Moody's recognizes the investment
challenges that this sector is placing on suppliers' cash flows
owing to substantial working capital and CAPEX requirements
associated with the development of new aircraft platforms and the
ramp-up of capacity related to growth of current platform demand.

As such, Moody's expects Spirit's free cash flow through 2007 to
reflect continuing investments to support the cyclical upturn in
commercial aerospace.  Moderate balance sheet debt levels,
therefore, are quite important to the Spirit's credit profile.

On Review for Possible Upgrade:

Issuer: Spirit Aerosystems, Inc.

   * Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently B1

Outlook Actions:

Issuer: Spirit Aerosystems, Inc.

   * Outlook, Changed To Rating Under Review From Stable

Spirit AeroSystems, Inc., headquartered in Wichita, Kansas, with
facilities in Wichita, Tulsa and McAlester OK, Prestwick, Scotland
and Samlesbury, England, is a designer and manufacturer of
fuselages, struts, nacelles, thrust reversers and other complex
components for Boeing and Airbus.


STANDARD PACIFIC: S&P Affirms BB Rating & Alters Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Standard
Pacific Corp. to stable from positive.  At the same time, all
existing ratings are affirmed.  The rating actions affect $1.25
billion of rated securities.

"The outlook revision reflects challenging housing conditions that
are expected to negatively affect profitability and coverage
measures, which nonetheless should remain acceptable for the
rating," explained Standard & Poor's credit analyst George
Skoufis.

"Leverage has risen and may increase further, but it should begin
to decline in the latter half of 2007.  The company's good market
position, improved diversification, and still appropriate
financial profile support the rating."

Despite expectations that the environment will remain challenging,
leading to lower returns and a relatively weaker financial
profile, these metrics are coming off historic highs and should
remain acceptable for the rating.  Furthermore, SPF remains well
positioned in homebuilding markets that have strong long-term
prospects, and Standard & Poor's believes management is taking
appropriate steps to manage its inventory levels and leverage
profile.


STATION CASINOS: Amends Bank of America & Wells Fargo Debt Deal
---------------------------------------------------------------
Station Casinos, Inc., entered into Amendment No.1 to the Third
Amended and Restated Loan Agreement with Bank of America, N.A.,
Wells Fargo Bank, N.A. and certain other financial institutions on
June 26, 2006.

Among other things, the Amendment:

     -- Increases the maximum Parent Leverage ratio under the
        Credit Facility to 6.50 to 1.00 from 5.50 to 1.00.  The
        maximum leverage ratio will decline in steps during the
        remaining term of the credit facility to 5.00 to 1.00 in
        2010, the final year of the credit facility.

     -- allows for the repurchase of up to an additional
        $600 million of common stock of the Company subject to the
        approval of the Company's Board of Directors

A full-text copy of Amendment No. 1 to the Third Amended and
Restated Loan Agreement is available for free at:

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

Station Casinos, Inc. (NYSE:STN) -- http://www.stationcasinos.com/
-- is the leading provider of gaming and entertainment to the
residents of Las Vegas, Nevada.  Station owns and operates Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Casino and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Magic Star Casino and Gold Rush Casino in Henderson,
Nevada.  Station also owns a 50% interest in Green Valley Ranch
Station Casino, Barley's Casino & Brewing Company and The Greens
in Henderson, Nevada and a 6.7% interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages Thunder
Valley Casino near Sacramento, California on behalf of the United
Auburn Indian Community.

                         *     *     *

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

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


STATION CASINOS: Loan Amendment Cues Moody's to Lower Ratings
-------------------------------------------------------------
Moody's Investors Service lowered Station Casinos, Inc.'s
corporate family rating to Ba2 from Ba1, senior unsecured note
rating to Ba3 from Ba2, and senior subordinated note rating to B1
from Ba3.  The ratings outlook is stable.

The downgrade is in response to the company's announcement that it
entered into a bank loan amendment that allows for the repurchase
of up to an additional $600 million of common stock and increases
the maximum EBITDA ratio to 6.5 times from 5.5 times.  These
amendments indicate that Station, despite its strong asset profile
and operating results, may not maintain EBITDA at or below 4.5
times.

The downgrade also assumes that Station will take full advantage
of the additional $600 million share repurchase allowance.  As a
result, the company's longer-term financial profile is not
expected to be consistent with a Ba1 corporate family rating.
Station already used a significant amount of its revolver capacity
to repurchase the shares allowed under its share repurchase
authorization program.

As a result, leverage has increased prompting the company to amend
its back facility by increasing the total allowable EBITDA
covenant to 6.5 times from the current 5.5 times.  For the 12-
month period ended Mar. 31, 2006, debt/EBITDA was
5.3 times.

The stable ratings outlook considers that Station continues to
benefit from the rapidly growing Las Vegas area, and that it has
been highly effective at using debt to further develop its asset
profile, market leadership position, and competitive advantage in
the Las Vegas locals market.  Ratings could be lowered if the
company seeks an additional further share repurchase allowance and
unanticipated declines in operating results occur.  Ratings upside
is currently limited by Station's aggressive financial policy.

The SGL-2 speculative grade liquidity rating indicates good
liquidity and is based on the expectation that internally
generated cash flow combined with existing cash balances and
availability under the company's bank credit facility will be
sufficient to meet capital spending and debt service requirements
over the next twelve months.  The SGL-2 also acknowledges that
Station has a considerable amount of land held for development
that could be sold in the event the company wants or needs to
raise cash.

Station Casinos, Inc. (NYSE: STN) owns and operates casinos in the
Las Vegas locals market including a 50% interest in both Barley's
Casino & Brewing Company and Green Valley Ranch Station Casino,
and a 6.7% interest in the Palms Casino Resort.  In addition,
Station Casinos manages the Thunder Valley Casino for the United
Auburn Indian Community in California.


TELEX COMMS: Robert Bosch Merger Cues S&P to Watch B Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on audio
equipment manufacturer and marketer Telex Communications Holdings
Inc. and its affiliates, including Telex's 'B' corporate credit
rating, on CreditWatch with positive implications.  Total debt
outstanding at March 31, 2006, was about $211 million.

"The CreditWatch placement follows the company's announcement that
it has signed a definitive merger agreement to be acquired by a
wholly owned subsidiary of Robert Bosch GmbH (AA-/Stable/A-1+) for
an aggregate purchase price of $420 million, including the
assumption of Telex's debt," said Standard & Poor's credit analyst
Patrick Jeffrey.  "The transaction is expected to close in the
third quarter of fiscal 2006.  Should Telex's debt be repaid upon
completion of the transaction, the ratings will be withdrawn."


TENET HEALTHCARE: Fitch Affirms Issuer Default & Debt's B- Ratings
------------------------------------------------------------------
In light of the announcement of the settlement of investigations
being conducted by the Department of Justice and a number of State
Attorneys into Medicare outlier payments, Fitch Ratings affirmed
these debt, Issuer Default Rating and Recovery Rating for Tenet
Healthcare Corp., with a Negative Rating Outlook.

   -- Issuer Default Rating 'B-'; and
   -- Senior unsecured debt 'B-/RR4'.

The settlement ameliorates the uncertainty regarding the extent of
costs necessary to resolve the most daunting legal issues facing
Tenet.  The company will make a payment of $470 million, including
interest, and will be obligated to make quarterly payments on $275
million at an interest rate of 4.125% starting in November 2007
and ending in August 2010.

The settlement concludes investigations at the Department of
Justice and the State attorneys offices in Los Angeles, El Paso,
Memphis, St. Louis, San Francisco, and New Orleans.  The
development is notable given the recent settlement of a similar
investigation regarding the Alvarado Hospital Medical Center in
San Diego, which could have created a watershed of legal activity.

Although the cash outflows devoted to satisfying a number of legal
concerns will significantly affect free cash flow generation in
2006, Fitch looks upon the settlements favorably.  Fitch believes
that the company will have negative free cash flow of $1 billion
in 2006, which includes the increase in capital spending to $800
million and litigation payments of approximately $640 million.
Strengthening of free cash flow will need to be derived from
operational improvement given a larger capital commitment in the
intermediate term.

Tenet's large unrestricted cash balance of $975 million at the end
of the first quarter of 2006 supports the rating as the company
faces operational and industry-related pressures.  Additional
sources of cash in the near term include asset divestitures of
$250 million-$275 million and insurance recoveries.  The
mitigation of significant legal exposure eases a major strain on
liquidity.  Currently, Tenet does not have a significant long-term
debt maturity until 2011.

Fitch believes that Tenet's credit profile will continue to be
constrained by soft volumes and bad debt exposure, endemic to
acute care providers.  Partially offsetting the negative industry
factors, the company has sustained a positive pricing trend for
three consecutive quarters starting with the third quarter of
2005.

Overall same-store inpatient pricing was up 5.8% in the first
quarter, 6.7% in the fourth quarter of 2005, and 2.8% in the third
quarter of 2005, demonstrating productive negotiations with
managed care payors.  The Negative Outlook reflects the challenge
of reversing an operational downturn in an environment lacking
volume gains.


THERMAL NORTH: Moody's Holds Ba3 Ratings on $312 Million Loan
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating for Thermal
North America, Inc.'s senior secured credit facilities totaling
approximately $312 million.  The rating outlook is stable.

The rating affirmation takes into account Thermal's weaker-than-
expected financial performance that was due in significant part to
warmer than normal weather during the first quarter of 2006. As a
result, Thermal was in violation of a consolidated leverage
covenant at March 31, 2006.

Thermal intends to rebalance its capital structure through a
permanent $20 million reduction in debt that will be funded with
additional equity to be contributed by its indirect parent,
Thermal North America Holdings LLC.  Thermal has asked its lenders
to waive the covenant violation through September 30, 2006, prior
to which it intends to present a revised business plan and updated
financial projections.

The rating affirmation incorporates expectation that the waiver
will be approved and that the equity contribution and related debt
reduction will occur shortly.  Furthermore, it assumes a permanent
resolution of the event of default prior to the end of the waiver
period.  Failure to meet these expectations would likely have a
negative effect on the rating or the outlook.

The rating affirmation reflects the rebalanced capital structure
which will improve Thermal's financial flexibility and an
expectation for improved cash flows resulting from normalized
weather and the completion of accretive revenue generating
projects.

The rating affirmation also reflects Thermal's efforts to address
perceived weaknesses in its financial controls through the
addition of permanent accounting staff and the retention of a
financial advisor to review accounting procedures and controls.

The stable rating outlook reflects the contractual nature of
Thermal's cash flows, the significant barriers to entry within its
various district heating and cooling system's service areas and
Holdings' commitment to the business as evidenced by the
additional equity contribution.

Thermal owns and operates a portfolio of ten district cooling and
heating systems located in eight metropolitan areas in the United
States.


TOWER AUTOMOTIVE: Inks Sixth Amendment to DIP Credit Agreement
--------------------------------------------------------------
Tower Automotive, Inc., and its debtor-affiliates filed a Sixth
Amendment to the Revolving Credit, Term Loan and Guaranty
Agreement, dated as of February 15, 2006, among R.J. Tower Corp.,
as Borrower, Tower Automotive, Inc. and its subsidiaries, as
Guarantors, and JP Morgan Chase Bank, N.A., as Agent for the
Lenders, with the U.S. Bankruptcy Court for the Southern District
of New York on June 27, 2006.

The Debtors covenant with the Lenders that "Tower Automotive
Korea" will be added in the definition of terms, which refers
Tower Automotive Korea Co., Ltd.

The Sixth Amendment reflects that any Foreign Subsidiary may
merge or consolidate with any other Foreign Subsidiary, and that
Tower Automotive Korea may merge or consolidate with Seojin
Industrial Co. Ltd. so that after giving effect to the merger or
consolidation, Seojin, the surviving entity, will continue to be
an indirect wholly owned Subsidiary of the Parent.

The Sixth Amendment also reflects technical amendments to certain
provisions of the DIP Credit Agreement.

A full-text copy of the Sixth Amendment to the DIP Credit
Agreement is available for free at:

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

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, 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 $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TOWER AUTOMOTIVE: Has Until August 26 to File Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Tower Automotive, Inc., and its debtor-affiliates'
exclusive periods to:

    (a) file a plan of reorganization to August 26, 2006; and

    (b) solicit acceptances of that plan to October 27, 2006.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells Judge Gropper that the recent decision by the Official
Committee of Unsecured Creditors to take an appeal of the Court's
ruling approving key settlement agreements between the Debtors
and the Milwaukee Unions and the Official Committee of Retired
Employees may have a material impact on the timing of the
Debtors' confirmation process.  The Debtors are continuing to
evaluate the extent to which the appeal may delay the filing of a
plan.

According to Mr. Sathy, the Debtors have made significant
progress as evidenced by their operational restructuring efforts,
the development of their business plan, and the considerable time
and attention devoted to the development and negotiation of
proposals under Sections 1113 and 1114 of the Bankruptcy Code.

The Debtors have also been busy with:

    a. extensive discussions and meetings with their North
       American and European customers and suppliers to ensure the
       continued integrity of their supply chain and to garner the
       support and cooperation of these constituencies that are so
       vital to the success of the Debtors' restructuring efforts;

    b. on-going evaluation of their executory contracts and
       unexpired leases;

    c. analysis and reconciliation of claims in connection with
       developing a plan of reorganization;

    d. evaluation of their entire business model to rationalize,
       evaluate and enhance the efficiencies of the businesses.
       The Debtors have substantially completed the business plan
       that they expect will serve as the foundation for their
       Chapter 11 plan; and

    e. good faith discussions with their various unions and with
       the Retiree Committee in an attempt to negotiate labor and
       retiree cost savings.

In light of this progress, the Debtors believe that they deserve
the opportunity to continue to pursue their restructuring
objectives without the distraction of allowing third parties the
opportunity to file and solicit acceptances of a competing plan
of reorganization.

The Official Committee of Unsecured Creditors, and Silver Point
Capital Fund, L.P. -- the administrative agent for prepetition
secured lenders -- do not oppose the 60-day extension, Mr. Sathy
says.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, 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 $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000).


TRC COMPANIES: Posts $8 Mil. Net Loss in Year Ended June 30, 2005
-----------------------------------------------------------------
TRC Companies Inc. reported its financial results for fiscal 2005,
restated financial results for the first three quarters of fiscal
2005, and restated financial results for fiscal years 2001 through
2004.

"We have made great progress in our programs to integrate TRC's
operations, rationalize our cost structure, and improve internal
controls, processes and reporting," CEO Chris Vincze said.

"Our new senior management team is focused and energized, and
committed to building a high performance organization that can
deliver sustained revenue and earnings growth and build value for
our shareholders.  While we still have a lot of work to do to
achieve all that we are striving for, business conditions in our
core markets are sound, backlog is strong, and we are increasingly
confident that TRC is on the right track for continued improvement
and renewed growth."

                          Strategic Plan

"In 1997, TRC implemented a growth strategy that contributed to an
increase in net service revenue from about $51 million for fiscal
1997 to $228.9 million for fiscal 2005, a compound growth rate of
20%," Mr. Vincze continued.

"Acquisitions were a significant feature of this strategy, as was
a decentralized corporate structure under which decision-making
and operating controls in many instances were delegated to local
management.  As the Company grew, this business model resulted in
a duplicative cost structure and inadequate internal controls that
ultimately reduced profitability.  Incompatible financial, human
resource, IT and marketing support systems increased operating and
Sarbanes-Oxley compliance costs and hindered internal data sharing
and communication, while inefficient risk management processes and
execution at some businesses further handicapped performance and
in some cases put us in a loss position on certain contracts.

"The new senior management team appointed during 2006 has
developed and implemented a strategic plan to address these
issues.  We are integrating acquired businesses into company-wide
systems and standardizing processes, controls and reporting.  We
already have reduced the number of financial systems from 17 to
four as we work toward having all of our operations managed from a
single, common platform by fiscal 2008.  To build a fully
integrated core business, we are rationalizing our corporate and
business unit staff, consolidating real estate, and centralizing
such functions as risk management, human resources, purchasing,
payroll and cash management.  We believe that the risk management
controls now in place will reduce loss contracts compared to our
recent experience, and our goal is to remediate all material
control weaknesses in every operational area by the end of fiscal
2007.

"We also are focused on reducing our working capital requirements
and enhancing our balance sheet.  Days sales outstanding decreased
from 120 days at June 30, 2005, to 111 days at April 30, 2006, and
we are working to secure additional improvements.  In March 2006,
we completed the sale of $20 million of TRC stock in a privately
negotiated transaction, with proceeds earmarked to reduce debt and
for general corporate purposes.  To further improve our financial
flexibility, we currently are negotiating a new bank financing
facility and are confident that an agreement will be finalized
soon which will allow us to continue building our organization and
implementing our plans for the future.

"We expect a considerably reduced pace of acquisitions in the near
term as we concentrate on implementing these operational
improvements and taking advantage of the many opportunities for
organic growth we see in our businesses.  Backlog at June 30,
2005, was approximately $213 million versus $209 million at
June 30, 2004.  We estimate current backlog of approximately
$235 million, giving us a solid base on which to build."

                       Fiscal 2005 Results

For the twelve months ended June 30, 2005, gross revenue increased
4.7% to $370.9 million compared to a restated $354.4 million for
fiscal 2004.

The loss from operations for fiscal 2005 was $8.7 million.  This
compares to restated income from operations for fiscal 2004 of
$18.2 million.

The net loss applicable to common shareholders for fiscal 2005 was
$8 million, which included a previously announced reduction in net
income of $600,000 for the cumulative effect of a change in
accounting principle from the cost method to the equity method for
the Company's 19.9% interest in a start-up energy savings company.
This compares to restated net income applicable to common
shareholders for fiscal 2004 of $9 million.

                           Restatements

Subsequent to the issuance of the Company's consolidated financial
statements for the fiscal year ended June 30, 2004, it was
determined that certain restatements, including a restatement to
correctly account for certain components of the Company's Exit
Strategy program were required.

Under an Exit Strategy contract, at inception a client pays the
proceeds.  A portion of these proceeds, generally 5% to 10%, is
remitted to the Company.  The balance of contract proceeds, less
any insurance premiums and fees for a policy to cover potential
cost overruns and other factors, are deposited into a restricted
investment account with an insurer and used to pay the Company as
work is performed.

The arrangement with the insurer provides for the deposited funds
to earn interest at the one-year constant maturity T-Bill rate.
The Company has now determined that the net proceeds deposited
with the insurer and interest growth thereon should be recorded as
an asset (current and long-term restricted investment) on the
Company's consolidated balance sheet, with a corresponding
liability related to the net proceeds (included within current and
long-term deferred revenue).

Previously, the proceeds held by the insurer were not recorded in
the Company's financial statements.  When determining contract
revenue, the Company had previously considered future interest to
be earned as escalation to the contract price, which was
recognized as work was performed on the contract under the
percentage of completion method.

The Company has now determined that the interest should be
accounted for as interest income, to be recognized as earned,
rather than contract escalation and that any proceeds from an Exit
Strategy insurance policy beyond the client's initial deposit and
interest growth thereon should be accounted for as an insurance
recovery rather than contract revenue as previously reported.
Interest income from contractual arrangements and insurance
recoveries, are reported as separate line items in the
consolidated statement of operations.

Additionally, when determining the extent of progress towards
completion on Exit Strategy contracts, prepaid insurance premiums
and fees are amortized on a straight-line basis to cost incurred
over the life of the related insurance policy.

Previously, the prepaid insurance premiums and fees were excluded
from the percentage of completion calculation and were not
recorded on the Company's balance sheet; rather the premium and
fee amount for each project was amortized to revenue and cost over
the expected duration of the remediation phase.

The restatement adjustments relate to the timing and
classification within the statement of operations but not the
ultimate amount of revenue, interest, insurance recoveries and
related costs to be recognized under the contracts.  The
underlying economic value of the Exit Strategy business remains
unchanged.  The resulting effect is that the consolidated
financial statements for the fiscal years ended June 30, 2004 and
2003 have been restated from the amounts previously reported.  The
pre-tax impacts for the Exit Strategy restatements were losses of
$5,737 and $1,780 for fiscal 2004 and fiscal 2003, respectively.

In fiscal 2001, the Company made a 50% investment in a privately
held energy services contracting company that specialized in the
installation of ground source heat pump systems.  The Company used
the equity method of accounting for this investment since
inception.

On Dec. 24, 2003, the Financial Accounting Standard Board issued
FIN 46(R) "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51", which was applicable for financial
statements issued for reporting periods ending after March 15,
2004.

The Company considered the provisions of FIN 46(R) in preparing
its previously issued fiscal 2004 financial statements and made
the determination that Co-Energy was not a variable interest
entity pursuant to the requirements of FIN 46(R) and therefore was
not required to consolidate the financial statements of Co-Energy.

Subsequent to the issuance of such 2004 financial statements it
has determined that Co-Energy is a VIE and the Company is the
primary beneficiary, resulting in the need to restate its 2004
financial statements to consolidate Co-Energy into the Company's
financial statements beginning in April 2004.  As part of this
process, the Company also identified corrections, which needed to
be made to the estimated extent of progress towards completion for
certain contracts at Co-Energy.

As a result, the 2004 and 2003 financial statements of Co-Energy
were also restated to correct contract revenues and costs to
reflect the percentage of completion adjustments along with
certain other adjustments primarily related to (1) accrual of
contract costs and (2) various other items and reclassifications.
The impacts for these restatement adjustments were earnings of $18
and losses of $200 for fiscal 2004 and fiscal 2003, respectively.
CEG became an operating and reporting segment in fiscal 2005.
Prior periods have been restated to present CEG segment data in
all periods.

In addition, based on a recent review of the accounting treatment
for long-term contracts, the Company identified errors with
respect to the accuracy and completeness of the estimated extent
of progress towards completion for certain contracts.

Specifically, two of the Company's locations did not update, on a
timely basis, their estimates to take into account available
information that would have otherwise increased the total
estimated costs to be incurred on certain contracts at the end of
the reporting period.

After increasing the total estimated costs for these contracts the
Company recalculated the percentage of completion and recorded a
reduction of revenue and a charge to contract costs as a provision
for future losses in the appropriate reporting period.

Also, the Company completed a review of its accounting for rental
expense and determined that adjustments were required to recognize
rental expense on a straight-line basis over the life of the
lease.

The Company also made certain other adjustments primarily related
to (1) accrual of contract costs, (2) equity changes and (3) other
various items and reclassifications to amounts previously
reported, including adjustments to the statement of cash flows.
The pre-tax impacts for these restatement adjustments were losses
of $21 and earnings of $1,359 for fiscal 2004 and fiscal 2003,
respectively.

                     Outlook For Fiscal 2006

"We are encouraged by signs of increased activity in many markets
where we do business, and we expect favorable federal legislation
related to transportation and energy to stimulate activity in
these areas where TRC enjoys a strong market position, Mr. Vincze
said.

"Backlog for Exit Strategy projects has increased, and demand for
our commercial land development and redevelopment services
(including brownfield development) remains strong.  We are
optimistic about TRC's long-term prospects."

Vincze said that the Company plans to report substantially all of
the remaining anticipated restructuring costs in fiscal 2006.  In
January 2006, he said that TRC will report a pre-tax charge in the
second quarter of fiscal 2006 of approximately $1.5 million to
cover employee severance and other costs related to staff
reductions and elimination of underperforming business operations.

In addition, the Company will report an additional $2.2 million of
SOX compliance costs related to fiscal 2005 that will be reflected
in results for the first quarter of fiscal 2006. He noted that
substantially all of the affected employees were terminated by
Dec. 30, 2005.

"Primarily because of these costs, and the planned completion of
certain loss and low-margin contracts entered into in prior years,
we currently expect the Company to report a loss from operations
for fiscal 2006 comparable to the loss reported for fiscal 2005,"
Vincze continued.

"In addition, we expect to record a loss on the disposition of
PacLand of approximately $4.5 million.  We expect net service
revenue for fiscal 2006 to be comparable to net service revenue
for fiscal 2005.

"With the anticipated costs of the restructuring soon to be behind
us, the significantly reduced impact we expect from loss or low-
margin legacy business and related staff and cost reductions, and
a sound operating platform in place to take advantage of TRC's
strong strategic position in each of our key markets, we currently
expect improved financial results for fiscal 2007, which begins
next month.  We will provide additional guidance for fiscal 2007
when we release our fiscal 2006 results," Mr. Vincze said.

Mr. Vincze added that the Company is working to report its
financial results for the first three quarters of fiscal 2006 as
soon as possible.

                      Credit Facility Default

The Company has defaulted on its credit facility and is currently
operating under a forbearance agreement.

The Company's credit facilities have contained covenants and in
the future are expected to contain covenants, which, among other
things, require it to maintain minimum coverage ratio
requirements, maximum leverage ratio requirements, and minimum
current assets to total liabilities ratio requirements.

At June 30, 2005, the Company failed to comply with these
covenants and was required to enter into forbearance agreements
with its lenders, and is currently operating under a forbearance
agreement.

Any future failure to comply with the covenants under its credit
facilities could result in further events of default, which, if
not cured or waived, could trigger prepayment obligations.

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

                        About TRC Companies

TRC Companies Inc. (NYSE:TRR) -- http://www.TRCsolutions.com/--  
is a customer-focused company that creates and implements
sophisticated and innovative solutions to the challenges facing
America's environmental, infrastructure, power, and transportation
markets.  The Company is also a leading provider of technical,
financial, risk management, and construction services to
commercial and government customers across the country.


TYRONE LUINES: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tyrone Luines, Jr.
        Shannon M. Luines
        402 Ridgeview Drive
        Spartanburg, South Carolina 29303

Bankruptcy Case No.: 06-02780

Chapter 11 Petition Date: June 30, 2006

Court: District of South Carolina (Spartanburg)

Debtors' Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, South Carolina 29615
                  Tel: (864) 271-9911
                  Fax: (864) 232-5236

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtors' Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chase                         Unsecured Credit Card      $14,000
P.O. Box 15583
Wilmington, DE 19886-1194

MBNA America                  Unsecured Credit Card      $14,000
c/o Bankruptcy Department
400 Christina Road
Newark, DE 19713

GMAC                          Vehicle                     $9,000
c/o Bankruptcy Department
2500 Great Northern
Corp. Center
North Olmsted, OH 44070

CitiFinancial                 Unsecured Loans             $5,000

Citi                          Unsecured Credit Card       $4,000

Capital One                   Unsecured Credit Card       $1,800

Home Depot                    Unsecured Credit Card         $750

Lowes                         Unsecured Credit Card         $500


UNITED INVESTORS: March 31 Balance Sheet Upside Down by $2.2 Mil.
-----------------------------------------------------------------
United Investors Growth Properties reported a $97,000 net loss on
$234,000 of revenues for the first quarter ended March 31, 2006,
compared to an $86,000 net loss on $208,000 of revenues for the
same period in 2005.

As of March 31, 2006, the company's balance sheet showed
$2,993,000 in total assets and 5,230,000 in total liabilities,
resulting in a $2,237,000 stockholders' deficit.

At March 31, 2006, the company had cash and cash equivalents of
approximately $113,000 compared to approximately $70,000 at
March 31, 2005.  The decrease in cash and cash equivalents of
approximately $22,000 from Dec. 31, 2005, is due to approximately
$20,000 of cash used in operating activities and approximately
$10,000 of cash used in financing activities, partially offset by
approximately $8,000 of cash provided by investing activities.

Cash used in financing activities consisted of principal payments
made on the mortgage encumbering the investment property.  Cash
provided by investing activities consisted of net withdrawals from
restricted escrow accounts maintained by the mortgage lender
offset by property improvements and replacements.  The company
invests its working capital reserves in interest bearing accounts.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?cce

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about United
Investors' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal years ended Dec.
31, 2005.  The auditing firm pointed to the Company's recurring
operating losses and suffers from inadequate liquidity.

Headquartered in Greenville, South Carolina, United Investors
Growth Properties was established in 1988 to invest in and operate
residential and commercial real estate. The firm's general partner
and manager, United Investors Real Estate, is a subsidiary of
multifamily real estate giant AIMCO.  The firm held a portfolio of
about five residential and retail properties, but sold or lost
most of those asset through foreclosure.  The partnership now owns
and manages one Memphis apartment community with about 140
individual units.  AIMCO and its affiliates own 36% of United
Investors Growth Properties.


UNIVISION COMMS: S&P Cuts Corp. Credit & Sr. Notes Ratings to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured notes ratings on Los Angeles-based Univision
Communications Inc. to 'BB-' from 'BBB-', based on the company's
agreement in principle to a $12.3 billion (excluding existing
debt) LBO led by investor group Madison Dearborn Partners LLC.

All ratings, including the 'BBB-' rating on the company's credit
facility, remain on CreditWatch, with implications revised to
negative from developing.  The ratings were originally placed on
CreditWatch on Feb. 9, 2006, after the company announced it was
exploring strategic alternatives.

Terms of the credit agreement require debt to be repaid upon a
change of control of the company.  Therefore, upon completion of
the announced buyout and repayment of the bank debt, Standard &
Poor's will withdraw this rating.  However, if the transaction
becomes derailed, the rating agency will reassess overall credit
quality and the position of bank creditors relative to all other
creditors.

"We anticipate a significant debt burden and deterioration of key
credit measures upon completion of the transaction," said Standard
& Poor's credit analyst Heather M. Goodchild.  "An important
element of this review is whether Univision and its principal
programming supplier, Grupo Televisa S.A., will restore their
working relationship."

In resolving the CreditWatch listing, Standard & Poor's will
review the company's business strategy, capital structure, and
liquidity.  Univision, a Spanish-language broadcaster, had about
$1.4 billion in debt at March 31, 2006.


USA COMMERCIAL: Wants to Employ Hilco as Real Estate Appraiser
--------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for permission to
employ Hilco Real Estate, LLC, and Hilco Real Estate Appraisal,
LLC, as their real estate appraisers.

The Debtors want Hilco to provide appraisal and related services
because of its broad national reach in the real estate
marketplace, its vast experience in conducting valuations of the
various types of properties securing the loans.

Hilco is expected to:

   a) provide a range of valuation reports, determined by, among
      other things, the presence or absence of a current appraisal
      for a given property, the reliability of any existing
      appraisal and the payment history or status of the loan;

   b) provide expert witness services, including court testimony
      and deposition testimony, as necessary, on related matters;
      consulting services concerning the status of various
      properties and real issues relating to delinquent or
      defaulted loans; and advisory services relating to funding
      new loans, if any, or funding loans which currently are
      unfunded or under-funded; and

   c) provide services relating to the disposition of properties
      which the Debtors acquire through foreclosure, settlement or
      otherwise.

Jeffrey W. Linstrom, a Hilco member, discloses that the Hilco and
the Debtors entered into an agreement on the firm's compensation.
Under the agreement, Hilco will be paid a $300,000 base fee for
its valuation services in three monthly installments of $100,000
each, beginning on May 31, 2006, through July 31, 2006.

For its expert witness, consulting and advisory services, the
firm's professionals bill:

          Designation                    Hourly Rate
          -----------                    -----------
          Senior Professionals              $450
          Midlevel Professionals         $350 - $400
          Junior Level Professionals     $250 - $300
          Administrative Staff              $100

Hilco will receive a disposition fee based on a sliding percentage
scale of the gross proceeds from the disposition of a property,
which fee will be paid out of the gross proceeds at the time of
closing of the disposition.

Those percentages are:

          Amount                      Percentage Scale
          ------                      ----------------
          up to $5,000,000                   5%
          $5,000,001 to $10,000,000          4%
          $10,000,001 to $20,000,000         3%
          over $20,000,000                  1.5%

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

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., represent the Debtors' Investor Committees.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USA COMMERCIAL: Committee Taps Lewis and Roca as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in USA Commercial
Mortgage Company and its debtor-affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the District of Nevada for
permission to employ Lewis and Roca LLP, as its counsel.

Lewis and Roca will:

   a) advise the Committee with respect to the powers and duties
      of the Committee in these Chapter 11 cases;

   b) consult with the Debtor concerning the administration of
      this case;

   c) advise the Committee with respect to the powers and duties
      of the Debtor in the continued operation of its business and
      the management of its assets in this Chapter 11 case;

   d) investigate the Debtor's acts, conduct, assets, liabilities,
      and financial condition, the operation of the Debtor's
      business and the desirability of the

   e) participate in the negotiation, formulation, and drafting of
      a plan of reorganization, including modifications and
      amendments, and advise the Committee regarding the
      acceptance and confirmation process;

   f) prepare all necessary pleadings and papers pertaining to
      matters of bankruptcy law or the case, including, without
      limitation, appeals and other litigation as is necessary to
      represent the Committee;

   g) participate in any proceeding or hearing in the Bankruptcy
      Court, any federal appellate Court, or any other judicial or
      administrative forum in which any action or proceeding may
      be pending which may affect the Debtor, its assets, or the
      claims of its creditors;

   h) advise the Committee with respect to the use, sale or lease
      of property, financing and the rejection and assumption of
      executory contracts and unexpired leases, among other
      things; and

   i) provide all other legal services that may be necessary
      during the pendency of this Chapter 11 case on behalf of the
      Committee.

Rob Charles, Esq., a Lewis and Roca partner, discloses that the
firm's professionals bill:

          Attorney             Position            Hourly Rate
          --------             --------            -----------
          Susan M. Freeman     Partner                $510
          Rob Charles          Partner                $385
          Scott K. Brown       Associate              $320
          Marilyn Schoenike    Certified Legal        $185
                               Assistant

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

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., represent the Debtors' Investor Committees.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


VALENTIS INC: Incurs $4.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Valentis, Inc., incurred a $4.8 million net loss on $114,000 of
revenues for the three months ended March 31, 2006, compared to a
$2.9 million net loss on $324,000 of revenues for the same period
in 2005.

As of March 31, 2006, the company's accumulated deficit widened to
$236.9 million from a $224.6 million accumulated deficit at Dec.
31, 2005.

At of March 31, 2006, the company had $7.9 million in cash, cash
equivalents and investments compared to $12.5 million at June 30,
2005.  The decrease of $4.6 million in cash, cash equivalents and
investments balances primarily reflected the funding of ongoing
operations, offset by net proceeds of $5 million received from a
private placement of the company's common stock completed in March
2006.  The company's capital expenditures were approximately
$32,000 in the nine months ended March 31, 2006.  The company
expects its capital expenditures to remain at or near current
spending levels.

In March 2006, the company completed a private placement of 2.1
million shares of its common stock and warrants to purchase up to
approximately 1.1 million additional shares of its common stock at
$2.50 per unit, resulting in net proceeds of approximately $5
million.  The warrants are exercisable for a five-year period at a
price of $3.00 per share.

The company leases its facilities under operating leases.  These
leases expire between November 2006 and October 2007 with renewal
options at the end of the initial terms to extend the leases for
an additional six and five years, respectively.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?cd8

                        Going Concern Doubt

Ernst & Young, LLP, expressed substantial doubt about Valentis'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended June 30,
2004.  The auditing firm cited Valentis' losses since inception,
including a net loss of $11.1 million for the year ended June 30,
2005, and its accumulated deficit of $224.6 million at June 30,
2005.

Headquartered in Burlingame California, Valentis, Inc. --
http://www.valentis.com/-- is a clinical-stage biotechnology
company engaged in the development of innovative products for
peripheral arterial disease.  PAD is due to chronic inflammation
of the blood vessels of the legs leading to the formation of
plaque that obstructs blood flow.  Valentis was formed from the
merger of Megabios Corp. and GeneMedicine, Inc., in March 1999.
In August 1999, the Company acquired PolyMASC Pharmaceuticals plc
as its wholly owned subsidiary.  Valentis is incorporated in the
State of Delaware.


VICKERY-FAIRWAYS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vickery-Fairways Estates LLC
        807 The Heights Drive
        Fort Worth, Texas 76112

Bankruptcy Case No.: 06-32736

Chapter 11 Petition Date: July 3, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, Texas 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


VILLAJE DEL RIO: Files Disclosure Statement in W.D. Texas
---------------------------------------------------------
Villaje Del Rio, Ltd., delivered to the U.S. Bankruptcy Court for
the Western District of Texas a disclosure statement explaining
its Chapter 11 Plan.

                       Overview of the Plan

The Plan contemplates an auction of the Debtor's real property,
and construction of the litigation claims against Deutsche Bank,
the United States Department of Housing and Urban Development and
Colina Del Rio, L.P., as well as claims against Andres
Construction for breach of contract and negligence and The
Hartford Fidelity & Bonding.

The Hartford's claims resulted from Hartford's failure to honor
the completion bond posted in connection with the construction of
the project, and are the subject of a lawsuit currently pending in
state district court in Bexar County, Texas, cause number 2006-CI-
00180, in the 224th District Court.

The Plan also contemplates that all administrative claimants will
be paid in full.  Unsecured creditors may receive a percentage
recovery of their claimant unless they elect to receive a lump sum
payment of $100 as a Class VI convenience creditor.

                          Assets Sale

The Debtor has asked the Court for permission to sell its property
for a minimum bid price of $4.5 million.  After the completion of
the sale, the funds will be held in an interest bearing account
pending the outcome of the litigation by and between the Debtor
and Colina, to determine the extent and validity of liens and
whether Colina's claims should be subordinated of those of other
creditors in the case.

Upon completion of the litigation with Colina, the proceeds of the
sale will be distributed to creditors according to the Plan.

                        Treatment of Claims

Under the Debtor's Plan, holders of an Allowed Administrative
Claim will receive either:

    i) the amount of Allowed Claim in one cash payment on the
       later of:

       a) the Effective Date,

       b) the date that is sixty days after a request for payment
          of the Claim is filed,

       c) the date that is twenty (20) days after the Claim
          becomes an Allowed Claim; or

   ii) other treatment as may be agreed upon in writing by such
       holder; provided, however, that an Allowed Administrative
       Claim representing a liability incurred in the ordinary
       course of business will be paid by the Debtor upon
       presentment or otherwise in accordance with the terms of
       the particular transaction and any related agreements.

Holders of Allowed Class II Priority Non Tax Claim will be paid in
full on the Effective Date.

Class III Priority Tax Claim holders will be paid in full, by
equal quarterly payments of allowed claim over a period of six
years, plus statutory interest.

Allowed secured claim of Colina will be paid from the net proceeds
of the sale of the property on the 30th day following the entry of
a final non-appealable judgment in the adversary proceeding filed
or to be filed against Colina.  Colina asserts a claim in excess
of $20 million.

Mechanic's lien claimants will receive payments from the proceeds
of sale to the extent that lien claim of Colina is reduced and the
proceeds of sale exceed the amount of any first lien.

Each holder of allowed Convenience claims will receive the lesser
of their allowed claim or the sum of $100 in full satisfaction of
their allowed claim within 60 days from the Effective Date.

Pursuant to the terms of the Plan, George Geis' allowed claim will
be paid with excess cash flow available from the Debtor after all
senior classes, if any, are paid in full.

All Allowed Lease Cure Claims, equal to the monetary amount
necessary to fully cure any lease or executory contract of the
Debtor assumed under the Plan, will be paid.

Equity interest holders will retain their interests.

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


VOLT INFORMATION: Fitch Upgrades Issuer Default Rating to BB
------------------------------------------------------------
Fitch Ratings upgraded Volt Information Sciences' Issuer Default
Rating to 'BB' from 'BB-', and has affirmed its senior secured
rating at 'BBB-'.  The Rating Outlook is Stable.

The ratings reflect Volt's ability to maintain solid coverage and
leverage metrics and improved operating performance in recent
quarters, while continuing to diversify its sources of operating
income.

This is most notably the case with the Staffing Services segment,
which has declined as a percentage of total operating income from
89% in 2002 to 39% in 2005 and has been offset by the Computer
Systems segment, which contributed 45% to total operating income
in 2005.

Importantly, the company has experienced double digit revenue
growth in each of the last three years.  Operating EBITDA margins
have improved from 1.5% in 2002 to 3.5% in the last 12 months
ending April 30, 2006, with operating EBITDA increasing
significantly from $22 million to $80 million over that time
period.  This has resulted interest coverage on an LTM basis of
11x compared to 4.15x in 2002.

In addition, leverage, as measured by total debt to operating
EBITDA, strengthened from 3.5x in 2002 to 2.1x on an LTM basis.
Excluding borrowings under the company's accounts receivable
program, leverage improved from 0.8x to 0.3x in the same time
frame.  Further, total adjusted debt to operating EBITDAR improved
from 5.8x to 3.7x.

However the free cash flow generating ability of the company
remains a concern although Fitch recognizes the impact of working
capital needs to support growth and higher capital expenditures
related to investment in non-staffing business segments.

Other credit concerns continue to reflect strong competition and
high operating costs particularly in the Staffing Services
segment, which still represents a significant 39% of operating
income or $31.2 million.  The high sensitivity to the business
cycle, thin operating margins that range from 1.6% to 2.3%
annually and modest geographic diversity have resulted in
volatility of the Staffing Services operating income and
inconsistent segment growth.

Fitch believes the company's ability to manage costs in this
business as well as across the broader company will be key factors
for continued improvement in operating performance.  Furthermore,
while Fitch recognizes that the company benefits from long-term
relationships with certain key clients, this revenue concentration
coupled with the short-term nature of most contracts is a concern.

Operating performance for the first half of 2006 was solid.  Volt
generated $1.14 billion in revenues, a 10% increase from one year
prior.  Operating EBITDA grew to $80 million for LTM April 30,
2006, which compares favorably to approximately $70 million in
fiscal years 2005 and 2004 and $35 million in fiscal year 2003.

With ongoing cost cutting efforts by Volt in key areas and
continued strong economic factors, Fitch expects improvement in
Volt's operating results to continue.  The company also plans to
continue investing in non-staffing segments and Fitch expects Volt
to continue utilizing conservative financial policies to achieve
these plans.

Adequate liquidity is provided by unrestricted cash balances of
$45 million, and the company's recently increased $200 million
accounts receivable securitization program that expires in April
2008, which currently has $120 million outstanding on it and is
the company's main source of funding.  Liquidity is also provided
by the company's $40 million credit facility, which currently has
$6 million outstanding and also matures in 2008, as well as free
cash flow of $31 million at LTM April 30, 2006.

The revolving credit facility requires the maintenance of certain
accounts receivable in excess of borrowings.  Financial covenants
include a maximum coverage ratio as defined by EBIT/(interest
expense plus securitization expense) of 1.25x and a maximum debt
to capitalization ratio of 45%.

During the LTM ended April 30, 2006, the company's coverage ratio,
as determined in accordance with the bank agreement, was
approximately 6.82x, and the debt/capitalization ratio was
approximately 35%.

As of April 30, 2006, the company's short-term debt was
approximately $12 million, which consisted of $11.5 million in
bank borrowings and $0.5 million of maturing long-term debt.  The
$13.1 million balance of long-term represented a term real estate
loan.


WESTWIND GROUP: Trustee Hires R. Dean Johnson as Accountant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Leslie T. Gladstone, the Chapter 7 Trustee of Westwind
Group North Carolina Inc., to hire R. Dean Johnson as accountant,
effective April 19, 2006.

R. Dean Johnson will investigate the financial affairs of Westwind
Group, prepare necessary accountings not completed and prepare
required tax returns for the bankruptcy estate.

For his services R. Dean Johnson will bill at $175 per hour. His
paraprofessionals bill:

          Paraprofessional          Hourly Rate
          ----------------          -----------
          Leslie E. Steenerson          $80
          Hayle D. Hill                 $50
          Kerrie R. Johnson             $50
          Sandra Taylor                 $50

R. Dean Johnson assured the Court that he does not hold any
interest adverse to the Debtors, their estates or other parties-
in-interest.

Headquartered in San Diego, California, Westwind Group North
Carolina, Inc., specializes in training systems development and
implementation, engineering services, and management support for
production and manufacturing based commercial/industrial clients
workforce. The Company filed for chapter 11 protection on November
21, 2003 (Bankr. S.D. Calif. Case No. 03-10575).  Karla A. Lyon,
Esq., at Gray Cary Ware & Freidenrich represented the Debtors.  On
Oct. 5, 2005, the Debtor's case was converted to a chapter 7
liquidation.  The Court appointed Leslie T. Gladstone as the
Debtor's chapter 7 Trustee.  When the Company filed for protection
from its creditors, it listed $2,405,125 in total assets and
$48,975,443 in total debts.


WINN-DIXIE: Classification & Treatment of Claims Under Ch. 11 Plan
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates' Plan of
Reorganization groups claims and interests into 21 classes:

    Class   Claims                        Treatment
    -----   ------                        ---------
     n/a    Administrative Claims         Paid in cash, in full

                                          Estimated Allowed
                                          Claims: $76,600,000

     n/a    DIP Facility Claims           Paid in cash, in full

                                          Estimated DIP Facility
                                          Claims: $0 in revolving
                                          loans; $40,000,000 in
                                          term loans; $220,600,000
                                          in letters of credit

     n/a    Priority Tax Claims           Paid in cash, in full

                                          Estimated Allowed
                                          Claims: $14,900,000

      1     Other Priority Claims         Paid in cash, in full

                                          Estimated Allowed
                                          Claims: $0

      2     MSP Death Benefit Claims      Holders will receive one
                                          lump sum payment when
                                          the participant dies, as
                                          soon as the beneficiary
                                          provides satisfactory
                                          proof of death.  The MSP
                                          Death Benefit Claims are
                                          Unimpaired

                                          Estimated Allowed
                                          Claims: $51,000,000
                                          (Gross Claims);
                                          $21,000,000 (present
                                          value)

      3     Workers Compensation Claims   Paid in full.

                                          Estimated Allowed
                                          Claims: N/A

      4     Bond/Letter of Credit         Paid in cash, in full
            Backed Claims
                                          Estimated Allowed
                                          Claims: $857,000

      5     Convenience Claims            Paid in cash, in full

                                          Estimated Allowed
                                          Claims: $35,200

      6     Subsidiary Interests          Retained

      7     AmSouth Bank Collateralized   Reinstated and impaired;
            Letter of Credit Claim        Estimated percentage
                                          recovery is 100%

                                          Estimated Allowed
                                          Claims: $17,000,000
                                          (contingent)

      8     Thrivent/Lutherans            Reinstated and impaired;
            Leasehold Mortgage Claim      Estimated percentage
                                          recovery is 100%

                                          Estimated Allowed
                                          Claims: $395,864
                                          (as of June 29, 2006)

      9     NCR Purchase Money Security   Paid in full over a
            Interest Claim                period of three years,
                                          with interest at 4.25%
                                          per annum; holder may
                                          elect to receive a lump
                                          sum cash payment equal
                                          to 90% of the allowed
                                          claim amount

                                          The NCR Purchase Money
                                          Security Interest Claim
                                          is impaired.

                                          Estimated Allowed
                                          Claims: $3,400,000

     10     Secured Tax Claims            Paid in full over a
                                          period of six years,
                                          with interest at 6% per
                                          annum.  Secured Tax
                                          Claims are impaired.

                                          Estimated Allowed
                                          Claims: $31,300,000

     11     Other Secured Claims          At the Debtors'
                                          discretion, either:

                                          * each holder's
                                            contractual rights
                                            will be reinstated;

                                          * each holder will
                                            retain the liens
                                            securing the claim or
                                            receive deferred cash
                                            payments;

                                          * the collateral will be
                                            surrendered; or

                                          * the claim will be paid
                                            in full.

                                          Other Secured Claims are
                                          impaired.

                                          Estimated Allowed
                                          Claims: $0

     12     Noteholder Claims             Estimated Percentage
                                          Recovery: 95.6%

                                          Each holder will
                                          receive:

                                          * 62.69 shares of New
                                            Common Stock for each
                                            $1,000 of Allowed
                                            Claim; and

                                          * a pro rata
                                            distribution of any
                                            excess shares of New
                                            Common Stock in the
                                            Common Stock Reserve.

                                          Estimated Allowed
                                          Claims: $310,540,582

     13     Landlord Claims               Estimated Percentage of
                                          Recovery: 70.6%

                                          Each holder will
                                          receive:

                                          * 46.26 shares of New
                                            Common Stock for each
                                            $1,000 of Allowed
                                            Claim; and

                                          * a pro rata
                                            distribution of any
                                            excess shares of New
                                            Common Stock in the
                                            Common Stock Reserve.

                                          In the alternative, the
                                          holder may elect to
                                          reduce the claim to
                                          $3,000 and receive
                                          cash equal to 67% of the
                                          allowed claim amount.
                                          This alternative is
                                          available on a "first
                                          come, first serve"
                                          basis.

                                          Estimated Allowed
                                          Claims: $284,100,000

     14     Vendor/Supplier Claims        Estimated Percentage of
                                          Recovery: 70.6%

                                          Each holder will
                                          receive:

                                          * 46.26 shares of New
                                            Common Stock for each
                                            $1,000 of Allowed
                                            Claim; and

                                          * a pro rata
                                            distribution of any
                                            excess shares of New
                                            Common Stock in the
                                            Common Stock Reserve.

                                          In the alternative, the
                                          holder may elect to
                                          reduce the claim to
                                          $3,000 and receive
                                          cash equal to 67% of the
                                          allowed claim amount.
                                          This alternative is
                                          available on a "first
                                          come, first serve"
                                          basis.

                                          Estimated Allowed
                                          Claims: $218,900,000

     15     Retirement Plan Claims        Estimated Percentage of
                                          Recovery: 59.1%

                                          Each holder will
                                          receive:

                                          * 38.75 shares of New
                                            Common Stock for each
                                            $1,000 of Allowed
                                            Claim; and

                                          * a pro rata
                                            distribution of any
                                            excess shares of New
                                            Common Stock in the
                                            Common Stock Reserve.

                                          In the alternative, the
                                          holder may elect to
                                          reduce the claim to
                                          $3,000 and receive
                                          cash equal to 67% of the
                                          allowed claim amount.
                                          This alternative is
                                          available on a "first
                                          come, first serve"
                                          basis.

                                          Estimated Allowed
                                          Claims: $87,800,000

     16     Other Unsecured Claims        Estimated Percentage of
                                          Recovery: 53.2%

                                          Each holder will
                                          receive:

                                          * 34.89 shares of New
                                            Common Stock for each
                                            $1,000 of Allowed
                                            Claim; and

                                          * a pro rata
                                            distribution of any
                                            excess shares of New
                                            Common Stock in the
                                            Common Stock Reserve.

                                          In the alternative, the
                                          holder may elect to
                                          reduce the claim to
                                          $3,000 and receive
                                          cash equal to 67% of the
                                          allowed claim amount.
                                          This alternative is
                                          available on a "first
                                          come, first serve"
                                          basis.

                                          Estimated Allowed
                                          Claims: $84,100,000

     17     Small Claims                  Holders will receive
                                          cash equal to 67% of the
                                          allowed claim amount.

                                          Estimated Allowed
                                          Claims: $3,200,000

     18     Intercompany Claims           Deemed discharged

     19     Subordinated Claims           Deemed discharged

     20     Non-Compensatory Damages      Deemed discharged
            Claims
                                          Estimated Allowed
                                          Claims: $10,000,000

     21     Winn-Dixie Interests          Cancelled

Holders of claims in Classes 7 to 17 are entitled to vote on the
Plan.  Classes 1 to 6 are deemed to have accepted the Plan while
Classes 18 to 21 are deemed to have rejected the Plan.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Court Approves Bowdoin Square Claims Compromise Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved Winn-Dixie Stores, Inc., and its debtor-affiliates'
compromise of claims filed by Bowdoin Square, LLC:

    (a) Claim No. 9939 for $1,267,412 against Winn-Dixie Stores,
        Inc.; and

    (b) Claim No. 9940 for $1,267,412 against Winn-Dixie
        Montgomery, Inc.

As reported in the Troubled Company Reporter on June 16, 2006,
Bowdoin filed an action in the Circuit Court of Mobile County,
Alabama in 2002, alleging that the Debtors breached their
obligations under a lease and guaranty, D. J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, related.

The Debtors defended the State Court Action and asserted that the
lease has been terminated when the use of the property changed.

The Debtors prevailed at trial, but the verdict was overturned on
appeal and the case was remanded for a new trial.  Before the
second trial was to commence, the Debtors and the Claimant agreed
to settle the State Court Action.

Pursuant to the settlement agreement, Bowdoin agreed to accept
$400,000 in full satisfaction of the claims asserted in the State
Court Action.  However, before the settlement payment could be
made, the Debtors' Chapter 11 petitions were filed.

In accordance with the Settlement Agreement, the parties have
agreed to compromise the Claims:

    (a) Each of the Claims will be allowed as an unsecured non-
        priority claim for $400,000 to be treated in accordance
        with a confirmed plan of reorganization in the Debtors'
        Chapter 11 cases;

    (b) In the event that the Debtors' cases are not substantively
        consolidated, Bowdoin will not receive distributions from
        the Debtors having an aggregate value that exceeds
        $400,000;

    (c) If the Debtors' cases are substantively consolidated for
        purposes of distribution under a confirmed plan of
        reorganization, the plan may provide that no distributions
        will be made in connection with claims that are based on
        guarantees and, in that event, no distribution will be
        made on Claim No. 9939; and

    (d) Bowdoin will dismiss with prejudice the action pending in
        the Circuit Court of Mobile County, Alabama.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINN-DIXIE: Stay Lifted to Let Fifth Third Set Off $316,721 Debt
----------------------------------------------------------------
Judge Funk lifts the automatic stay to permit Fifth Third
Processing Solutions to set off $316,721 of their mutual
prepetition debts.

The balance of the amounts owed by Fifth Third to Winn-Dixie will
be treated in accordance with a separate agreement by the parties.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (22)         125       (6)
AFC Enterprises         AFCE        (44)         176       31
Adventrx Pharma         ANX         (26)          23      (27)
Alaska Comm Sys         ALSK        (29)         550       12
Alliance Imaging        AIQ         (29)         683       19
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (114)         227      182
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN         46          488     (322)
Blount International    BLT        (134)         462      129
CableVision System      CVC      (2,468)      12,832    2,643
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (56)       1,045      157
Choice Hotels           CHH        (148)         274      (68)
Cincinnati Bell         CBB        (727)       1,888       33
Clorox Co.              CLX        (427)       3,622     (258)
Columbia Laborat        CBRX         11           43       24
Compass Minerals        CMP         (59)         702      171
Crown Holdings I        CCK          46        6,885      171
Crown Media HL          CRWN       (165)       1,229       93
Deluxe Corp             DLX         (71)       1,394     (264)
Denny's Corporation     DENN       (261)         505      (75)
Domino's Pizza          DPZ        (632)         387      (10)
Echostar Comm           DISH       (690)       8,935    1,438
Emeritus Corp.          ESC        (105)         725      (19)
Emisphere Tech          EMIS        (26)          13      (11)
Empire Resorts I        NYNY        (28)          57       (5)
Encysive Pharm          ENCY        (38)         119       82
Foster Wheeler          FWLT       (239)       2,032      (52)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (175)         919      286
H&E Equipment           HEES        204          667       13
Hollinger Int'l         HLR        (198)       1,038     (271)
I2 Technologies         ITWO        (65)         195      (20)
ICOS Corp               ICOS        (51)         248      121
IMAX Corp               IMAX        (25)         238       33
Incyte Corp.            INCY        (38)         399      189
Indevus Pharma          IDEV       (134)          86       50
Investools Inc.         IEDU        (33)          87      (54)
Koppers Holdings        KOP        (100)         556      150
Kulicke & Soffa         KLIC         46          399      204
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT       (546)       8,284      713
Ligand Pharm            LGND       (212)         289     (144)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (50)       3,160      277
McMoran Exploration     MMR         (38)         411       (1)
Movie Gallery           MOVI       (171)       1,248     (843)
NPS Pharm Inc.          NPSP       (129)         287      212
New River Pharma        NRPH          3           96       82
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (224)       1,211      251
Qwest Communication     Q        (3,060)      21,126     (923)
Revlon Inc.             REV      (1,042)       1,085       37
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Rural Cellular          RCCC       (500)       1,427      144
Sepracor Inc.           SEPR       (128)       1,284      906
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (1)         531      (46)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (496)       6,522    1,956
Unigene Labs Inc.       UGNE         (7)          21       (2)
Vertrue Inc.            VTRU        (24)         466      (78)
Weight Watchers         WTW         (42)         856      (69)
Worldspace Inc.         WRSP     (1,516)         682      197
WR Grace & Co.          GRA        (548)       3,506      881

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. 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 ***