TCR_Public/060706.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 6, 2006, Vol. 10, No. 159

                             Headlines

9165-7999 QUEBEC: Chapter 15 Petition Summary
AGRICORE UNITED: Posts $8 Mil. Loss in Quarter Ended April 30
ALLIED HOLDINGS: KPMG Raises Going Concern Doubt
AMERICA CAPITAL: Files Plan and Disclosure Statement in Florida
AMERICA CAPITAL: Taps Bilzin Sumberg as Bankruptcy Counsel

AMERICAN MEDIA: Inks Consent Accords with 2011 & 2009 Noteholders
AOL LATIN: Cancels Class A Common Stock Under Chapter 11 Plan
ASARCO LLC: Bankr. Ct. has No Jurisdiction Over Tyler's Appeal
ASARCO LLC: Wants Stay Lifted to Prevent Burns Suit Dismissal
BAYOU GROUP: Court Gives Final Nod on Dechert LLP as Counsel

CATHOLIC CHURCH: Olson Claimants Don't Want to File Affidavits
CHARTER COMMS: Sells Assets to Cebridge & New Wave for $896 Mil.
CLEAR CHOICE: CEO Steve Luke Violates Public Information Policies
COLLINS & AIKMAN: Wants Until September 27 to File Chapter 11 Plan
COLLINS & AIKMAN: Wants DIP Pact Modified to Permit Asset Sales

COTT CORP: Brent Willis Signs Employment Agreement as CEO
COMMUNICATIONS CORP: Hires Heller Draper as Bankruptcy Counsel
COMMUNICATIONS CORP: White Knight Hires Jones Walker as Counsel
CRESCENT JEWELERS: Wants to Pay Transition Bonuses to 70 Employees
DEL MONTE FOODS: Earns $57.9 Million in 2006 Fourth Quarter

DELPHI CORP: Hires PricewaterhouseCoopers as Tax Consultant
DELPHI CORP: Court Approves Lift-Stay Request Protocol
DELPHI CORP: Allows Specmo to Set Off $367,430 of Receivables
DORAL FINANCIAL: Closes Sale of Mortgage Loans to Westernbank
ENRON CORP: Lake Worth Sells $13.601MM Claim to Contrarian Funds

ENRON CORP: Court Approves Transco & British Gas Settlement Accord
ENTERGY NEW ORLEANS: Wants Deloitte's Retention Order Amended
ENTERGY NEW ORLEANS: Wants to Set Off $15MM Hibernia Frozen Funds
FALCONBRIDGE LTD: Industry Canada Delays Xstrata Investment Review
FIREARMS TRAINING: FY 2006 Revenue Narrows to $78.6 Million

FLYI INC: Wants 160 Duplicative Claims Expunged
FLYI INC: Wants 36 Unsupported Claims Disallowed
GENERAL MOTORS: Board to Discuss Renault-Nissan Alliance Tomorrow
GEORGIA GULF: Acquires Royal Group Shares for $1.5 Billion
GREAT COMMISSION: Gets Final Court Okay on Cash Collateral Use

GREENBRIER COMPANIES: Earns $10.7 Million in Quarter Ended May 31
HCA INC: Closes $239 Million Hospital Sale to LifePoint Hospitals
HEALTHPLUS PARTNERS: A.M. Best Says Financial Strength is Weak
HUNTSMAN CORP: Buys Ciba's Textile Effects Biz for $253 Million
IMMUNE RESPONSE: Seven Noteholders Exercise Stock Warrants

IU HEALTH: A.M. Best Says Financial Strength is Marginal
J CREW: Closes Public Offering of 21 Million Common Shares
KID CASTLE: Posts $431,137 Net Loss in 2005 Third Fiscal Quarter
LIBERTY GLOBAL: Files Amended Annual Report for 2005
LIFEPOINT HOSPITALS: Closes $239 Mil. Hospital Purchase from HCA

LIFEPOINT HOSPITALS: Moody's Rates $50 Million Term Loan at Ba3
LONDON FOG: Employs Yoon Yang for Advice on Korean Labor Laws
MERIDIAN AUTOMOTIVE: Court Approves Ionia GenCorp Benefits Pact
MESABA AVIATION: Posts $70.7 Mil. Net Loss for Year Ended March 31
MESABA AVIATION: Panel Hires Imperial Capital as Financial Advisor

MICROHELIX INC: Posts $462,765 Net Loss in Quarter Ended March 31
MICROHELIX INC: Inks Loan and Security Agreement with VenCore
NEW WEST: A.M. Best Says Financial Strength is Weak
NEXMED INC: Appealing Nasdaq Delisting Determination
NOVELIS INC: Extends Consent Requests for Senior Notes to July 12

OWENS CORNING: Asks Court to Approve $2.4-Billion Exit Financing
OWENS CORNING: Nine Parties Objects to Disclosure Statement
PETROHAWK ENERGY: Gets Requisite Consents for 9-7/8% Senior Notes
PHIBRO ANIMAL: Commences Tender Offers for Three Senior Notes
PREDIWAVE CORP: Wants to Hire Klee Tuchin as Bankruptcy Counsel

REFCO INC: Court Says SPhinX Need Not Comply with Subpoenas
REFCO INC: Official Committee Wants 22 Respondents to Produce Docs
RIVERSTONE NETWORKS: Equity Panel Wants to Investigate Morrison
RIVERSTONE NETWORKS: Wants to Indemnify & Advance Costs to D&O's
ROYAL GROUP: Sells Common Stock to Georgia Gulf for $1.5 Billion

SAINT VINCENTS: Court Approves Assignment Agreement with KJMC
SAINT VINCENTS: Can Proceed with Staten Island Clinic Closures
SAINT VINCENTS: Court Approves Proposed MOA with Interns
SCRIPPS CLINIC: A.M. Best Says Financial Strength is Weak
SERACARE LIFE: Equity Panel Wants Plan Filing Period Terminated

SELECT HEALTH: A.M. Best Says Financial Strength is Marginal
SINGING MACHINE: Key Supplier Makes $3 Million Equity Investment
SOLECTRON CORP: Discloses Third Fiscal Quarter Financial Results
TH LEHMAN: Auditor Raises Going Concern Doubt
TRANSCAPITAL FINANCIAL: Files Plan & Disclosure Statement in Fla.

UNISON HEALTH: A.M. Best Says Financial Strength is Marginal
VESTA INSURANCE: Subsidiaries Placed Into Rehabilitation in Texas
VIASYSTEMS INC: UBS Extends Commitment for $125 Mil. Debt Facility
WELBORN CLINIC: A.M. Best Says Financial Strength is Marginal
WINN-DIXIE: Wants to Retroactively Reject 77 Store Leases

WINN-DIXIE: Moves to Reject Lifetime Hoan Supply Agreement
ZANETT INC: Posts $570,464 Net Loss in Quarter Ended March 31
ZANETT INC: Dennis Harkins Replaces Kenneth DeRobertis as CFO

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

                             *********

9165-7999 QUEBEC: Chapter 15 Petition Summary
---------------------------------------------
Petitioner: Andre Champagne, CA CIRP
            Raymond Chabot Inc.

Debtor: 9165-7999 Quebec Inc.
        aka Les Productions Sky High Vikings Inc.
        aka Sky High Vikings Productions Inc.
        1134 West Grande Allee Street, Suite 600
        Quebec, Canada GIS 1E5

Case No.: 06-07875

Type of Business: The Debtor was formed for the production of a  
                  large-format film, "Vikings: Journey to New
                  Worlds".

Chapter 15 Petition Date: July 5, 2006

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Petitioner's Counsel: Sara E. Lorber, Esq.
                      Seyfarth Shaw LLP
                      55 East Monroe Street, Suite 4200
                      Chicago, Illinois 60603
                      Tel: (312) 269-8970
                      Fax: (312) 269-8869

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million


AGRICORE UNITED: Posts $8 Mil. Loss in Quarter Ended April 30
-------------------------------------------------------------
Agricore United incurred a loss of $8 million for the quarter
ended April 30, 2006, a $3.6 million increase over the restated
$4.4 million loss it reported for the same period in 2005.  The
Company attributes the increased loss to the reduction in Crop
Production Services EBIT from delayed CPS sales, offset in part by
a marked improvement in grain segment earnings.  

The Company's second quarter financial results showed a marked
improvement in grain shipments for the six months ended April 30,
2006.  The company shipped 10 percent more grain compared to the
same period a year ago at a higher margin per ton.  

The improvement in grain was offset by a decline in Crop
Production Services profits, due mainly to delayed sales driven by
a later spring season, as well as margin pressures in certain
product lines as producers responded to higher input costs, a
stronger Canadian dollar and volatile commodity prices.

"While the timing of our CPS sales activity in the second quarter
of 2006 has influenced our quarterly results, much of the decline
in second quarter sales were recouped by the beginning of June,"
says Brian Hayward, Chief Executive Officer.  "Additionally, our
second quarter results do not yet reflect any significant sales
activity for our crop protection products since typically more
than 80% of these sales are only reflected later in our third
quarter, coinciding with the timing of weed emergence."

The livestock segment reported a recovery of almost $1 million in
its non-feed gross profit this quarter, due to the favorable
resolution of a class action lawsuit in which the company was one
of the plaintiffs.

An increase in feed volumes for the six months ended April 30,
2006 contributed to higher gross profit, which was offset by lower
hog margins and subsidiary earnings, resulting in financial
performance consistent with the prior year.

Operating expenses for the period increased by only 1.5% compared
to the same period of 2005, despite increased payroll costs
attributable to higher port terminal activity and increases in
utilities costs which were fully offset by higher grain drying
revenue.

Gross profit and net revenue from services declined by $4.5
million for the six months ended April 30, 2006, corresponding to
the decline in CPS profits and contributing to an overall net loss
for the quarter of $8.0 million, an increase of $3.6 million over
the restated $4.4 million loss for the same quarter in 2005.

"Recent industry reports indicate that production for 2006 will be
strongly influenced by the excellent moisture conditions through
most of the prairies and an anticipated strengthening of grain and
oilseed prices," continues Hayward. "Strong demand from the
biofuels market, combined with forecasted increases in exports
should be favorable for producers and for the company."

                     2006 Second Quarter Highlights

The Company's grain shipments for the six months ended April 30,
2006 increased by 485,000 tons, or 9.9%, compared to the same
period last year, the result of a 13.8% increase in industry
shipments of the six major grains.  The Company's average grain
margin per ton increased to $22.79 for the quarter and $21.45 per
ton for the six months, compared to $20.46 and $20.65 for the
respective periods of the prior year, reflecting a higher
proportion of 2006 shipments handled through the Company's port
terminals which contribute a higher margin per ton.

The sales of the Company's Crop Production Services in the first
six months typically average about 15% to 25% of annual sales of
crop inputs.  The proportion of sales occurring in the first six
months of 2006 was below the historical average due to delays in
producer purchases attributed to higher crop nutrition prices,
uncertainty over commodity prices and a later spring seeding
season in 2006.  Overall crop input sales declined by $29.9
million for the quarter ended April 30, 2006, compared to the same
quarter in 2005.

Feed sales increased by 23,000 tons, or 4.6$, for the six months
ended April 30, 2006 to 520,000 tons, resulting in an overall 1.6%
increase in gross profit from feed.  Total gross profit in
Livestock Services was unchanged from the prior year, as lower hog
margins and equity earnings from the Company's investment in the
Puratone Corporation were partly offset by a recovery of $964,000
in the current quarter upon the favorable resolution of a class
action lawsuit filed in a prior period, in which the Company was
one of the plaintiffs.

Operating, General & Administrative expenses for the six months
ended April 30, 2006 increased $2.4 million, or 1.5%, despite a
$2.7 million increase in utilities costs in the grain segment and
higher payroll costs associated with higher port terminal
activity.

Cash flow provided by operations of $1.0 million for the quarter
ended April 30, 2006 declined by $7.3 million over cash flow
provided by operations of $8.3 million for the same period last
year due to reductions in operating earnings.

Cash flow provided by operations of $66.2 million for the twelve
months ended April 30, 2006 exceeded the $33.7 million invested in
net capital expenditures, investments and other assets by $32.5
million.  Scheduled principal repayments on long-term debt and
shareholder dividends totaled $45.8 million over the same trailing
twelve-month period.

                        About Agricore United

Headquartered in Winnipeg, Manitoba Agricore United (TSX: AU.LV,
TSE: AU) -- http://www.agricoreunited.com/-- is one of Canada's  
leading agri-businesses with extensive operations and distribution
capabilities across western Canada.  The Company's operations are
diversified into sales of crop inputs and services, grain
merchandising, livestock production services and financial
services.  Created on November 1, 2001 by the merger of Agricore
Cooperative Ltd. and United Grain Growers Ltd., the Company's
oldest predecessor company was originally incorporated on July 20,
1906.

                         *     *     *      

As reported in the Troubled Company Reporter on June 20, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' long-term corporate credit rating, on Agricore United.  
At the same time, Standard & Poor's revised the outlook on the
company to stable from negative.

As reported in the Troubled Company Reporter on May 8, 2006,
Dominion Bond Rating Service upgraded the ratings of Agricore
United's Senior Debt to BB from BB (low), Long-Term Debt, Senior
A, B Notes to BB (low) from B (high), and Series A Convertible
Preferred Shares to Pfd-4 from Pfd-5 (high).  The trends are all
Stable.


ALLIED HOLDINGS: KPMG Raises Going Concern Doubt
------------------------------------------------
KPMG LLP expressed substantial doubt about Allied Holdings, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec 31, 2005
and 2004.  The auditing firm pointed to the Company's bankruptcy
filing, accumulated deficit and net losses of $125.7 million,
$53.9 million and $8.6 million from operations during 2005, 2004
and 2003, respectively.

During 2005, the Company incurred a $125,724,000 net loss,
compared to a $53,883,000 net loss in 2004.   

Revenues were $892.9 million in 2005 versus revenues of $895.2
million in 2004, a decrease of 0.3% or $2.3 million.  This
decrease in revenue was due primarily to a decline of 6.3% in the
number of vehicles the Company delivered, which was due, in part,
to a 7.9% decline in vehicle production by its two largest
customers and the removal of six locations from a contract with
DaimlerChrysler during the fourth quarter of 2004.

At December 31, 2005, the Company's balance sheet showed
$383,116,000 in total assets and $570,483,000 in total
liabilities, resulting in a $187,367,000 stockholders' deficit.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?d19

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide       
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMERICA CAPITAL: Files Plan and Disclosure Statement in Florida
---------------------------------------------------------------
America Capital Corporation filed with the U.S. Bankruptcy Court
for the Southern District of Florida a disclosure statement
explaining its Chapter 11 Plan of Liquidation.

TransCapital Financial Corporation, a debtor-affiliate, also filed
a disclosure statement with the Court explaining its Chapter 11
Plan of Reorganization.

                     Government Litigation

On Aug. 8, 1995, the Debtor, along with its debtor-affiliate
TransCapital, filed a complaint in the U.S. Court of Federal
Claims asserting both breach of contract and takings claims styled
"America Capital Corporation & Transcapital Financial Corporation
v. United States (Case No. 95-523C)."

The Debtor tells the Bankruptcy Court that on May 31, 2005, the
Court of Federal Claims issued its Final Opinion and Order
awarding TransCapital $109.309 million in damages.  The Government
filed an appeal with the U.S. Court of Appeals for the Federal
Circuit on July 27, 2005.  Oral argument in the appeal of the
TransCapital Judgment was conducted on June 5, 2006, and the
appeal is still pending.

                     Treatment of Claims

Under the Debtor's Plan, administrative Expense Claims, Priority
Tax Claims and Other Priority Claims will be paid in full.

The Debtor tells the bankruptcy court that Cooper & Kirk, PLLC,
represented the interest of the Debtor and TransCapital in the
Government Litigation.  The Debtor says that Cooper is entitled
to:

    * $250,000 in capped fees and a $30,822 incentive fee in the
      plus 15% of the Judgment Proceeds;

    * cash in the amount of 15% of all non-monetary consideration
      received in compromise of the Government Litigation; and

    * reimbursement for expenses, including an amount equal to
      $94,495 in out of pocket expenses, all of which is secured
      by a charging lien against the Judgment and a pledge of the
      equity interest held by the Debtor in TransCapital.

The Debtor discloses that the capped fees have been paid and
Cooper will retain its lien against the collateral securing its
Secured Professional Fee Claim until the Judgement Distribution
Date.  The Debtor estimates that Cooper's claim will be paid in
full pursuant to TransCapital's plan.

The Debtor discloses that general unsecured claims, excluding
accrued interest, total $945,834.  The Debtor and TransCapital are
jointly and severally liable for $708,234 of the general unsecured
claims.  The Debtor says that it is solely liable for only
$237,600 of general unsecured claims.  On the effective date,
holders of general unsecured claims will receive a pro rata share
of:

    * the TransCapital Distribution after payment of all other
      claims, and

     * net proceeds of any avoidance actions.

However, the Debtor states that it is unaware of any avoidance
actions and therefore estimates that holders of general unsecured
claims will receive nothing under the plan.

Equity holders will receive nothing and those interests will be
cancelled.

          SunTrust & AMCAP Noteholders Secured Claims

SunTrust Bank, Central Florida, National Association, holds a
secured claim for fees and costs as indenture trustee for the
AMCAP Noteholders.  On the effective date of the plan, the Debtor
will assign the Net TransCapital Distribution to SunTrust, for its
own account as indenture trustee for its accrued fees and costs,
and to the AMCAP Noteholders.

On the effective date of TransCapital's Plan, and in full and
complete satisfaction of any lien or claim held by SunTrust or any
AMCAP Noteholder:

         * SunTrust will receive a subordinated unsecured note to
           be issued by Reorganized TransCapital in an original
           principal amount equal to the allowed amount of the
           secured claim due to SunTrust in respect of accrued
           fees and costs incurred as indenture trustee for the
           AMCAP Noteholders, but not to exceed the Net
           TransCapital Distribution.  That note will be due and
           payable in full on the Judgment Distribution Date
           without interest, and

         * each AMCAP Noteholder will receive a subordinated
           unsecured note to be issued by Reorganized TransCapital
           in an original principal amount equal to

            -- the Net TransCapital Distribution less the allowed
               amount of the secured claim of SunTrust, multiplied
               by

            -- the noteholder's pro rata percentage as of the
               Distribution Record Date.

The Debtor tells the Bankruptcy Court that if TransCapital's
$109.309 million judgment is affirmed on appeal, SunTrust's
secured claim will be paid in full while AMCAP Noteholders will
receive a certain percentage of their claims.  If the judgment
amount is reduced, AMCAP Noteholders' claims will be reduced
accordingly.  Court documents do not state what percentage
noteholders will recover.

              Pro Rata Percentage Computation

The Debtor says that in calculating each AMCAP Noteholder's "pro
rata percentage," the numerator for purposes of determining the
pro rata percentage will be the product of 6,392,612 multiplied by
a fraction, the numerator of which is the allowed amount of the
holder's AMCAP Note, including interest, and the denominator of
which is the total allowed amount of all AMCAP Notes, including
interest, subject, to the provisions of Article V of the Debtor's
Plan;

              TransCapital Subordinated Note

The material terms of each TransCapital Subordinated Note include:

    (1) interest at the rate of 10% per annum, commencing on the
        Judgment Collection Date, to be paid quarterly and, at the
        sole election of Reorganized TransCapital, up to 50% of
        any interest due may be paid in the form of additional
        notes with the same terms and maturity of the TransCapital
        Subordinated Notes;

    (2) maturity date of 10 years following the Effective Date of
        TransCapital's Plan; and

    (3) it is unsecured.

           Subordinated Note Rights of Redemption

On the Judgment Collection Date and upon the Debtor or Plan
Administrator having obtained a definitive determination of the
tax consequences of the TransCapital Distribution and made
appropriate reserves for any tax liability of the Debtor arising,
Reorganized TransCapital will provide SunTrust and the holders of
TransCapital Subordinated Notes with notice of the Judgment
Collection Date, after which each holder of a TransCapital
Subordinated Notes will have 30 days immediately following the
date of the Notice to provide Reorganized TransCapital with
written notice of its election to surrender their note for cash
equal to the amount of the note, provided that if any holder fails
to effect a redemption and surrender within 30 days after the
expiration of the Holder Redemption Period, then the right to
surrender the TransCapital Subordinated Notes provided will expire
and be of no further force and effect.

Reorganized TransCapital will, at any time following expiration of
the Holder Redemption Period, and subject to full and complete
satisfaction of Cooper's Secured Claim and Administrative Claims,
be entitled to redeem and prepay all or any portion of the
TransCapital Subordinated Notes, including any interest from and
after the Judgment Collection Date.  If a Subordinated Noteholder
timely elects to redeem such instrument during the Holder
Redemption Period, then that Subordinated Noteholder will be
obligated, as a condition to receiving Cash in respect of its
Subordinated Note, to surrender its Subordinated Note, which shall
then be canceled and marked as paid in full.

A Subordinated Noteholder's right to redeem shall automatically
expire at 5:01 p.m. on the 30th day immediately following the date
of the Redemption Notice.

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

   http://www.researcharchives.com/bin/download?id=060703213955

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

  http://www.researcharchives.com/bin/download?id=060703215211

                   About American Capital

Headquartered in Miami, Florida, American Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.  
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

American Capital filed for chapter 11 protection on June 19, 2006
(Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICA CAPITAL: Taps Bilzin Sumberg as Bankruptcy Counsel
----------------------------------------------------------
America Capital Corporation asks the U.S. bankruptcy Court for the
Southern District of Florida for permission to employ Bilzin
Sumberg Baena Price & Axelford LLP, as its bankruptcy counsel,
nunc pro tunc to June 19, 2006.

                     Government Litigation

On Aug. 8, 1995, the Debtor, along with its debtor-affiliate
TransCapital, filed a complaint in the U.S. Court of Federal
Claims asserting both breach of contract and takings claims styled
"America Capital Corporation & Transcapital Financial Corporation
v. United States (Case No. 95-523C)."

The Debtor tells the Bankruptcy Court that on May 31, 2005, the
Court of Federal Claims issued its Final Opinion and Order
awarding TransCapital $109.309 million in damages.  The Government
filed an appeal with the U.S. Court of Appeals for the Federal
Circuit on July 27, 2005.  Oral argument in the appeal of the
TransCapital Judgment was conducted on June 5, 2006, and the
appeal is still pending.

                   Bilzin Sumberg Retention

Bilzin Sumberg will:

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

    b. advise the Debtor with respect to its responsibilities in
       complying with the U.S. Trustee's Operating Guidelines and
       Reporting Requirements and with the rules of the bankruptcy
       court;

    c. prepare motions, pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of the case;

    d. protect the interest of the Debtor in all matters pending
       before the bankruptcy court;

    e. represent the Debtor in negotiation with its creditors in
       the preparation of a plan;

    f. prepare, submit, and obtain approval of a disclosure
       statement and plan of liquidation for the Debtor in
       connection with its bankruptcy proceedings; and

    g. perform all other legal services for the Debtor as debtor-
       in-possession which may be reasonably necessary.

The Debtor tells the Court that it will pay Bilzin Sumberg the
lesser of three times Bilzin Sumberg's customary hourly rates as
adjusted from time to time, and 10% of the proceeds of the
TransCapital Judgement.  The Debtor will also reimburse Bilzin
Sumberg for reasonable costs and expenses incurred

The Debtor further says that in the event Bilzin Sumberg is not
paid by June 1, 2007, the hourly rates for all time incurred will
increase to three and one-half times Bilzin Sumberg's hourly
rates.  In the event that the firm is not paid by June 1, 2008,
the rate will increase to four times the firm's customary hourly
rates.

The Debtor discloses that the Firm's professionals bill:

    Professional                  Designation        Hourly Rate
    ------------                  -----------        -----------
    Mindy Mora, Esq.              Partner               $460
    Nicole Testa Mehdipour, Esq.  Associates            $305

    Designation                   Hourly Rate
    ------------                  -----------
    Partners                      $365 - $625
    Associates                    $225 - $325
    Paraprofessional              $130 - $160

Mindy Mora, Esq., a partner at Bilzin Sumberg, assures the Court
that her firm does not represent any interest adverse to the
Debtor or its estate.

Ms. Mora can be reached at:

         Mindy A. Mora, Esq.
         Bilzin Sumberg Baena Price & Axelford LLP
         200 South Biscayne Boulevard, Suite 2500
         Miami, Florida 33131-5340
         Tel: (305) 374-7580
         Fax: (305) 374-7593
         http://www.bilzin.com/

                   About American Capital

Headquartered in Miami, Florida, American Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.  
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities as a savings and loans institution were banking and
lending and its primary lending activity was the originating and
purchasing of loans secured by mortgages on residential
properties.  Transohio Savings also endeavored to generate
residential loan originations through branch personnel and real
estate brokers.  Mobile home and home improvement loans were
generated through dealers and contractors and additionally,
Transohio Savings made construction loans generated by contractors
that usually extended to not more than one year in length.

American Capital filed for chapter 11 protection on June 19, 2006
(Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN MEDIA: Inks Consent Accords with 2011 & 2009 Noteholders
-----------------------------------------------------------------
American Media Operations, Inc., entered on June 26, 2006, into:

     a) a Consent Agreement with certain holders of its 10 1/4%
        Series B Senior Subordinated Notes due 2009, who
        collectively hold approximately 56.53% of the outstanding
        principal amount of the 2009 Notes; and

     b) a Consent Agreement with certain holders of its 8 7/8%
        Senior Subordinated Notes due 2011, who collectively hold
        approximately 61.35% of the outstanding principal amount
        of the 2011 Notes.

Pursuant to the Consent Agreements, the holders of a majority in
principal amount of each series of Notes have provided their
consents to specified amendments to the indentures pursuant to
which the Notes were issued.

Pursuant to the Consent Agreements the Company will pay in cash
$2.50 per $1,000 in principal amount of Notes to each holder of
Notes.  In addition, pursuant to the requirements of the Consent
Agreements, on June 26, 2006, the Company entered into

     a) a Fourth Supplemental Indenture, dated as of June 26,
        2006, among the Company, the Note Guarantors named therein
        and HSBC Bank USA, National Association, as trustee,
        relating to the Indenture governing the 2009 Notes, and
        
     b) a Second Supplemental Indenture, dated as of June 26,
        2006, among the Company, the Note Guarantors named therein
        and the Trustee, relating to the Indenture governing the
        2011 Notes.

The principal purpose of each Supplemental Indenture is to amend
the related Indenture to permit the Company to extend the date by
which it is required under such Indenture to file with the
Securities and Exchange Commission and provide the Trustee and
holders of Notes (i) its quarterly report on Form 10-Q for the
quarter ended December 31, 2005 to August 15, 2006, (ii) its
annual report on Form 10-K for the year ended March 31, 2006 to
September 15, 2006 and (iii) the quarterly report on Form 10-K for
the year ended June 30, 2006, to Sept. 29, 2006.

Each Supplemental Indenture also requires the Company to make an
offer to repurchase the Notes at par with the proceeds of certain
specified asset sales if the Company first satisfies a specified
senior secured leverage ratio under its credit agreement, subject
to certain conditions.

A full-text copy of the Consent Agreement between the Company and
holders of its 10 1/4% Series B Senior Subordinated Notes due 2009
is available for free at http://researcharchives.com/t/s?cfe

A full-text copy of the Consent Agreement between the Company and
holders of its 8 7/8% Senior Subordinated Notes due 2011 is
available for free at http://researcharchives.com/t/s?cff

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the United States' largest publisher of celebrity, health
and fitness, and Spanish language magazines.

                           *     *     *

Moody's assigned American Media Operations' bank loan debt and
long-term corporate family ratings at B1 and B2 respectively, and
junked the Company's senior subordinate debt rating.

Standard & Poor's placed B- ratings on the Company's long-term
local and foreign issuer credits.

All ratings were placed in February 2006.


AOL LATIN: Cancels Class A Common Stock Under Chapter 11 Plan
-------------------------------------------------------------
America Online LatinAmerica, Inc., and its debtor-affiliates
cancelled all of their Class A common stock after their Joint Plan
of Reorganization and Liquidation took effect on June 30, 2006,
Marie Beaudette at Dow Jones Newswires reports.

In a July 3 filing with the Securities and Exchange Commission,
AOL Latin America informed the SEC that it intends to file a Form
15 with to terminate registration of its Class A common stock
under Section 12(g) of the Securities Exchange Act of 1934.

Headquartered in Fort Lauderdale, Florida, America Online
LatinAmerica, Inc. -- http://www.aola.com/-- offers AOL-branded  
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for Chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $28,500,000 and total
debts of $181,774,000.  The Court approved AOLA's and its
subsidiaries' plan of reorganization on April 25, 2006.


ASARCO LLC: Bankr. Ct. has No Jurisdiction Over Tyler's Appeal
--------------------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi denies ASARCO LLC's
motion to dismiss Billy Tyler's interlocutory appeal, without
prejudice.  The Court finds that it has no jurisdiction to rule on
the Motion.

The Court advises ASARCO to file its Motion to Dismiss with the
United States District Court for the Southern District of Texas,
Corpus Christi Division in Civil Action No.C-06-243.

                            Background

As reported in the Troubled Company Reporter on June 19, 2006,
Billy Tyler notified the Bankruptcy Court that he will take an
interlocutory appeal from Judge Schmidt's order approving the
sale of ASARCO LLC's Tennessee Mines Division assets to Glencore
to the United States District Court for the Southern District of
Texas.

Mr. Tyler said that he was not notified of any sale of the
Tennessee Mines Assets nor was given any copy of the Sale Motion.

Mr. Tyler notified the Court that he is asserting a claim against
ASARCO for contamination and lead poisoning he allegedly suffered
from the Superfund site in Omaha, Nebraska.

ASARCO asked the Court to dismiss Mr. Tyler's Appeal because
Mr. Tyler's Appeal was filed:

   (a) 21 days after the Bankruptcy Court approved the sale of
       ASARCO's Tennessee Mines Division Assets;

   (b) 16 days after Mr. Tyler appears to have been served with
       the Sale Order; and

   (c) 11 days after the Sale Order had become final and non-
       appealable.

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 Stay Lifted to Prevent Burns Suit Dismissal
-------------------------------------------------------------
In October 2004, Phillip Nelson Burns, Mirjana Pavkovich and
Warren Halfpap filed a complaint against a number of defendants,
including Grupo Mexico, S.A. de C.V., Grupo Minero Mexico
Internacional, S.A. de C.V., Controladora Minera Mexico, S.A. de
C.V., and Mexicana de Cobre, S.A. de C.V., in the Supreme Court
of the State of New York.

David M. Genender, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that the Burns Litigation refer to:

   -- the leveraged buy-out of ASARCO Incorporated in 1999 by
      Grupo Mexico; and

   -- events since the 1999 buy-out, including the transfer of
      ASARCO's interests in Southern Copper Corporation to
      Americas Mining Corporation.

The Burns Plaintiffs served the summons and Complaint upon the
Mexican Corporate Defendants pursuant to the Hague Convention in
July 2005.  However, none of the Mexican Corporate Defendants has
filed an answer.

When the Debtor filed for bankruptcy, the Burns Litigation became
property of ASARCO's bankruptcy estate and its continued
prosecution was automatically stayed.  As a result, the Burns
Plaintiffs are enjoined from seeking default judgment against the
Mexican Corporate Defendants.

Accordingly, ASARCO asks the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to modify the
automatic stay to allow the Burns Plaintiffs to seek and obtain
relief under non-bankruptcy law in the State Court to prevent the
dismissal of its Litigation as to the Mexican Corporate
Defendants.

Dismissal of the Burns Litigation would preclude ASARCO from
benefiting from the work undertaken by the Burns Plaintiffs to
properly serve the Mexican Corporate Defendants under the Hague
Convention, Mr. Genender says.

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).


BAYOU GROUP: Court Gives Final Nod on Dechert LLP as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Bayou Group, LLC, and its debtor-affiliates, on a
final basis, to employ Dechert LLP as their bankruptcy counsel.

As reported on the Troubled Company Reporter on June 12, 2006,
Dechert LLP will:

    a. provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession;

    b. take all necessary action to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any
       actions commenced against the Debtors, the negotiations
       of disputes in which the Debtors are involved, and the
       preparation of objections to claims filed against the
       Debtors' estates;

    c. prepare on behalf of the Debtors, as debtors-in-
       possession, all necessary motions, applications,
       answers, orders, reports, and other papers in
       connection with the administration of the Debtors'
       estates;

    d. evaluate, institute, assert, prosecute, defend,
       compromise, or settle claims and causes of action on
       behalf of the Debtors, as well as claims and causes of
       actions for fraudulent conveyance and other third party
       actions on behalf of the Debtors;

    e. negotiate and draft the Plan and all documents related
       thereto, including, but not limited to, the disclosure
       statements and ballots for voting thereon;

    f. take all steps necessary to confirm and implement the
       Plan, including, if necessary, modifications thereof and
       negotiating financing; and

    g. perform all other necessary and appropriate legal services
       in connection with the prosecution of these cases.

The firm's attorneys bill between $235 to $875 per hour while
paralegals bill between $100 to $250.  The Debtor disclosed that
the attorneys who will render their services for this case bill:

       Professional                            Hourly Rate
       ------------                            -----------
       H. Jeffrey Schwartz, Esq.                   $745
       Gary J. Mennitt, Esq.                       $575
       Elise Scherr Frejka, Esq.                   $450
       Marco-Aurelio Casalins III, Esq.            $360

H. Jeffrey Schwartz, Esq., a partner at Dechert LLP, assured the
Court that his firm is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Schwartz can be reached at:

         H. Jeffrey Schwartz, Esq.
         Dechert LLP
         30 Rockefeller Plaza
         New York, New York 10112-2200
         Tel: (212) 698-3500
         Fax: (212) 698-3599

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


CATHOLIC CHURCH: Olson Claimants Don't Want to File Affidavits
--------------------------------------------------------------
The Archdiocese of Portland in Oregon had asked the U.S.
Bankruptcy Court for the District of Oregon to compel claimants to
submit to mini depositions and to provide affidavits for
estimation purposes, as reported in the Troubled Company Reporter
on May 22, 2006.

However, Erin K. Olson, Esq., in Portland, Oregon, on behalf of
certain tort claimants, points out that Portland's own economic
consultant, Dr. Frederick C. Dunbar, has indicated that the
Archdiocese does not need those information for purposes of
estimation methodology.

The Olson Claimants ask Judge Perris to deny the Archdiocese's
request.

Ms. Olson contends that the information that the Archdiocese needs
for estimation purposes is far less than that requested in its
motions, since:

   -- only objective claim attributes can be factored into the
      Archdiocese's proposed estimation methodology; and

   -- the Archdiocese's expert will know from existing
      information what claim attributes have statistically
      significant relationships to the settlement values of the
      pre-bankruptcy settled claims.

Ms. Olson says the Archdiocese can obtain discovery about the
claims pursuant to the Federal Rules of Civil Procedure and the
Bankruptcy Court's discovery orders.  It need not get a preview
through mini depositions and affidavits at the emotional expense
of the tort claimants.

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)


CHARTER COMMS: Sells Assets to Cebridge & New Wave for $896 Mil.
----------------------------------------------------------------
Charter Communications, Inc. completed the sales of various
geographically non-strategic assets to Cebridge Acquisition Co.,
LLC and New Wave Communications for aggregate proceeds of
approximately $896 million, subject to post-closing adjustments.  
The transactions, which were announced in February 2006, include
certain cable television systems in West Virginia and Virginia,
sold to Cebridge, and in Illinois and Kentucky, sold to New Wave.

"These sales reflect our strategy to divest geographically non-
strategic assets aimed at enhancing overall operating efficiency,
while also increasing the Company's liquidity," Charter President
and CEO Neil Smit said.

The systems purchased by Cebridge serve 242,600 analog video
customers, and those purchased by New Wave serve approximately
75,200 analog video customers.

Daniels & Associates and JPMorgan Securities Inc. advised Charter
in these transactions.

                 About Suddenlink Communications

Formerly known as Cebridge Connections, Suddenlink is now among
the nation's 10 largest cable system operators, serving
approximately 1.4 million customers and offering digital
television, phone, security, and high-speed Internet services.

                         About New Wave

New Wave is a cable television provider primarily in small and
mid-sized communities in the Midwest and Southeast United States
that offers a wide range of products including cable television,
high speed data services and telephone service.  NewWave currently
serves nearly 20,000 customers and is headquartered in Sikeston,
Missouri.  Wachovia Capital Partners back the company as financial
partners.  Wachovia Capital Partners is the principal investing
arm of Wachovia Corporation and has invested more than $2.7
billion of capital since inception.

                  About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband   
communications company providing a full range of advanced
broadband services to homes, including advanced digital video
entertainment programming (Charter Digital(TM)), Charter High-
Speed(TM) Internet access service, and Charter Telephone(TM)
services.  Charter Business(TM) similarly provides scalable,
tailored and cost-effective broadband communications solutions to
business organizations, such as business-to-business Internet
access, data networking, and video and music entertainment
services.  Charter's advertising sales and production services are
sold under the Charter Media(R) brand.

                           *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Fitch Ratings removed Charter Communications, Inc., and its wholly
owned subsidiaries' ratings from Ratings Watch Negative and
affirmed its 'CCC' issuer default rating.  Fitch also assigned 'B'
and 'RR1' recovery ratings to the $6.85 billion senior secured
credit facility entered into by Charter Communications Operating,
LLC, an indirect wholly owned subsidiary of Charter.

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services assigned a 'B' rating to
Charter Communications Operating LLC's $5.3 billion senior secured
bank financing.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a Caa1 rating to the $400
million senior notes issuance at CCH II, LLC, an indirect
minority-owned subsidiary of Charter Communications, Inc.  Moody's
also affirmed Charter Communications, Inc.'s Caa1 corporate family
rating; stable outlook; and SGL-3 rating.


CLEAR CHOICE: CEO Steve Luke Violates Public Information Policies
-----------------------------------------------------------------
The Special Committee of the Board of Directors of Clear Choice
Financial, Inc., has determined that Steve Luke, the Company's
Chief Executive Officer, in concert with one or more of the
Company's principal stockholders, engaged in conduct in violation
of the Company's policies regarding the dissemination of public
information concerning the Company that may have had the effect of
impacting the Company's stock price.  

The investigation was initiated by the Board upon information
alleged by one of the Company's employees.  The Board formed the
Special Committee, who engaged independent legal counsel to assist
and provide guidance in the investigation of the facts and
circumstances surrounding the allegations.  The Company intends to
share the preliminary findings with the appropriate regulatory
authorities.

Based on the preliminary findings of the Special Committee's
investigation into the facts and circumstances surrounding the
allegations, the Special Committee recommended certain remedial
actions, including:

   (a) the addition of independent directors to the Board of
       Directors, which will include the resignation of all
       current employee directors from the Board of Directors;

   (b) implementation of corporate compliance training programs;

   (c) strengthening of corporate IT and compliance systems;

   (d) termination of services of certain third-party consultants
       and investor relations firms; and

   (e) various other actions to establish and expand the Company's
       corporate governance and reporting practices.

Mr. Luke will continue to serve as the Company's President, but
will resign as the Company's Chief Executive Officer and as a
director.  Ernest Alldredge, a member of the Company's Board of
Directors, will serve as the Chairman of the Company's Board of
Directors.

                  About Clear Choice Financial

Headquartered in Tempe, Arizona, Clear Choice Financial, Inc.
(OTCBB: CLRC) www.clearchoicecorp.com/ -- is a publicly traded
company that specializes in assisting consumers with the
settlement of unsecured debt through its debt resolution business
unit.  The Company has acquired Bay Capital Corporation as part of
the company's strategy to build a comprehensive financial
solutions organization with a national presence.  Clear Choice
Financial trades on the OTC Bulletin Board under the ticker symbol
CLRC.OB.

                       Going Concern Doubt

Farber & Hass LLP expressed substantial doubt about Clear Choice's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended June 30, 2005
and 2004.  The auditing firm pointed to the Company's significant
net losses and stockholders' deficit.

At March 31, 2006, the Company's balance sheet showed a
stockholders' equity of $3,119,190, compared to a $246,021 deficit
at June 30, 2006.


COLLINS & AIKMAN: Wants Until September 27 to File Chapter 11 Plan
------------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
further extend their exclusive period to file a plan of
reorganization to September 27, 2006, and their exclusive period
to solicit acceptances of that plan to November 27, 2006.

The Debtors tell the Court that they have made further progress
toward selecting a stalking horse bid and have taken several other
steps toward a plan of reorganization, Ray C. Schrock, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, tells the Court.

However, the Debtors must complete several critical tasks before
they can emerge from Chapter 11.  According to Mr. Schrock, the
industry in which the Debtors and their competitors operate
continues to be very challenging.  The Debtors continue to work
tirelessly to address their operational and legal challenges, but
more time is needed to reorganize their businesses.

The Debtors believe that they are fast approaching the end of
their dual-track process of developing a viable plan of
reorganization while also analyzing opportunities for a merger and
acquisition of their business.

To that end, the Debtors intend to finalize a term sheet with a
potential stalking horse bidder and file the necessary pleadings
in the near term.  If the Court grants the extension, the Debtors
then intend to move as expeditiously as possible through the
remaining processes to confirm a plan, including:

   * selecting the offer, in consultation with the Debtors' major      
     constituencies, to use as the basis for finalizing a plan of
     and disclosure statement to be filed with the Court;

   * negotiating with interested parties, if necessary,
     concerning labor, retiree medical and pension relief, and
     taking any legal action only if necessary;

   * negotiating comprehensive settlements of all outstanding
     commercial issues and any alleged claims and counterclaims
     with each of the Debtors' major customers;

   * negotiating settlements or otherwise resolving any disputes
     or other claims that might otherwise serve as impediments to
     the plan confirmation;

   * negotiating and finalizing the plan and disclosure statement
     with the Debtors' major constituencies;

   * seeking approval of the disclosure statement and the
     procedures to be used to solicit votes on the plan;

   * soliciting votes on the plan; and

   * seeking confirmation of the plan.

The Debtors continue to make progress in improving dialogues with
their major customers to strengthen the basis on which the
Debtors' long-term viability is dependent.

Furthermore, the Debtors and their professionals continue to work
diligently through their claims reconciliation process.  The
Debtors' claims agent has received over 8,000 proofs of claim.  
The Debtors also have scheduled 9,253 claims.  The Debtors and
their advisors will continue to dedicate substantial resources to
processing and reviewing these claims in the coming weeks, Mr.
Schrock says.

Moreover, the ongoing administrative proceedings of the Debtors'
24 affiliates in 10 European countries continue to have important
implications to their Chapter 11 cases.  The European
Administration has recently entered a new phase with the
commencement of the claims resolution and distribution processes.
As the largest creditor and ultimate parent of the European
entities, the Debtors are monitoring closely the treatment of
their claims.  This phase will require the Debtors to remain
actively involved in foreign creditors meetings and the European
claims process so that the Debtors can closely oversee the amount
and timing of the Debtors' recovery.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit       
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants DIP Pact Modified to Permit Asset Sales
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to enter into a Fourth Amendment to their Revolving
Credit, Term Loan and Guaranty Agreement, dated as of July 28,
2005, with JPMorgan Chase Bank, N.A., as administrative agent.

In its current form, the DIP Credit Agreement restricts the
Debtors' ability to sell certain assets.  The Debtors want to
modify the DIP Credit Agreement to allow them to, among other
things:

   (a) wind down their Fabrics business unit;

   (b) sell their Convertibles division;

   (c) sell their facilities in Williamston, Michigan; and

   (d) sell or dispose of other non-core assets that the current
       DIP Credit Agreement currently prohibits or restricts.

The Debtors estimate that total net proceeds from transactions
that will be addressed by the Amendment will total at least
$75,000,000.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that under the current terms of the DIP Credit
Agreement, the Debtors would be required to use 100% of the
proceeds from the transactions to prepay the Lenders.  The
Amendment will allow the Debtors to share in the proceeds to fund
operations and invest in capital expenditures.

Furthermore, Mr. Carmel adds, the Amendment permits the Debtors to
engage in certain other transactions currently restricted,
continue the moratorium on its Borrowing Base, and conform their
obligations under the DIP Credit Agreement to current and future
operations.

The Debtors are required to pay an amendment fee as a condition to
the effectiveness of the Amendment, Mr. Carmel relates.

The Debtors and the DIP Lenders still are negotiating the
Amendment with each other and with their major constituents, Mr.
Carmel says.  Thus, the Amendment is not yet sufficiently
definitive to be filed with the Court and served on all relevant
parties.

Mr. Carmel assures Judge Rhodes that once the Amendment is in
substantially final form, the Debtors will file it with the Court
and serve it on parties-in-interest as quickly as practicable and
no later than July 7, 2006.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit       
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COTT CORP: Brent Willis Signs Employment Agreement as CEO
---------------------------------------------------------
Brent Willis, Cott Corporation's new President and Chief Executive
Officer, executed an employment agreement with the Company on
June 21, 2006.  Mr. Willis replaced the Company's former CEO, John
K. Sheppard.

The Employment Agreement has an indefinite term and can be
terminated by either party upon 30 days notice to the other.  
Under the terms of the Employment Agreement, the Company will pay
Mr. Willis a base salary of $700,000 per year.  He will also be
eligible to participate in the Company's short-term executive
bonus plan with an annual target bonus equal to his base salary,
as well as the opportunity to earn up to 200% of base salary based
on Company and personal performance.  His bonus for 2006 will be
prorated based on actual employment during 2006.

Mr. Willis will also be eligible to participate in the Company's
long-term incentive plan with an annual target award equal to 200%
of his base salary.  His award under the long-term incentive plan
for 2006 will be paid in cash, prorated for actual employment
during 2006, and must be used to purchase common shares of the
Company, which shares must be held for three years and which are
subject to forfeiture if his employment is terminated prior to the
third anniversary thereof, under certain circumstances.

As an inducement to enter into employment with the Company and in
order to compensate Mr. Willis for certain benefits to which he
would have been entitled at his previous employer, Mr. Willis will
receive:

    a) a cash bonus of $945,000;

    b) an equity award of $3,176,375, to vest in three equal
       installments on the first three anniversaries of the grant;
       and

    c) participation in the Company's Performance Share Unit Plan
       by way of a grant with a market value equal to $1,500,000,
       subject to the vesting provisions of the PSU Plan.

Headquartered in Toronto, Ontario, Canada, Cott Corporation --
http://www.cott.com/-- is one of the world's largest retailer to  
brand beverage suppliers whose principal markets are North
America, the United Kingdom and Mexico.  In addition to carbonated
soft drinks, the Company's product lines include clear, sparkling
flavored beverages, juice-based products, bottled water, energy
drinks and iced teas.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Moody's Investors Service downgraded Cott Beverages, Inc.'s Senior
Subordinated Regular Bond/Debenture rating to B1 from Ba3 and Cott
Corporation's Corporate Family Rating, to Ba3 from Ba2.  The
ratings outlook is stable, Moody's said.  

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services lowered its ratings on Cott
Corp. by one notch, including its corporate credit rating, to
'BB-' from 'BB'.  S&P said the outlook is negative.


COMMUNICATIONS CORP: Hires Heller Draper as Bankruptcy Counsel
---------------------------------------------------------------
Communications Corporation of America and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Western
District of Louisiana to employ Heller, Draper, Hayden, Patrick &
Horn, L.L.C., as their bankruptcy counsel

Heller Draper is expected to:

    a. advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued operation and management of their respective
       businesses and properties;

    b. prepare and pursue confirmation of a plan of reorganization
       and approval of a disclosure statement;

    c. prepare on behalf of the Debtors all necessary
       applications, motions, answers, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed;

    d. advise the Debtors concerning and preparing responses to
       applications, motions, pleadings, notices and other
       documents which may be filed by other parties herein;

    e. appear in Court to protect the interests of the Debtors
       before the Court;

    f. represent the Debtors in connection with obtaining
       postpetition financing;

    g. advise the Debtors concerning and assisting in the
       negotiation and documentation of financing agreements, cash
       collateral orders and related transactions;

    h. investigate the nature and validity of liens asserted
       against the property of the Debtors, and advise the Debtors
       concerning the enforceability of said liens;

    i. investigate and advise the Debtors concerning, and taking
       such action as may be necessary to collect, income and
       assets in accordance with applicable law, and the recovery
       of property for the benefit of the Debtor's estate;

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

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

    l. assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estate;

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

    n. perform all other legal services for the Debtors which may
       be necessary and proper in their bankruptcy proceedings.

William H. Patrick III, Esq., a member at Heller Draper, tells the
Court that he will bill $350 per hour for this engagement.  Mr.
Patrick discloses that the firm's other professionals bill:

       Professional               Hourly Rate
       ------------               -----------
       Douglas S. Draper, Esq.       $350
       Jan M. Hayden, Esq.           $350
       Tristan Manthey, Esq.         $295

       Other Partners             $210 - $350
       Associates                 $150 - $210
       Paralegals                  $80 - $115

Mr. Patrick further discloses that the firm has received a
$250,000 retainer from Communications Corporation.

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

Mr. Patrick can be reached at:

         William H. Patrick III, Esq.
         Heller, Draper, Hayden, Patrick & Horn, L.L.C.
         650 Poydras Street, Suite 2500
         New Orleans, Louisiana 70130
         Tel: (504) 581-9595 & (504) 568-1888
         Fax: (504) 525-3761 & (504) 522-0949
         http://www.hellerdraper.com/

             About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.

White Knight Holdings, Inc., and five of its affiliates filed for
chapter 11 protection on June 7, 2006 (Bankr. W.D. La. Case Nos.
06-50422 through 06-50427) and their chapter 11 cases are jointly
administered under Communication Corp.'s proceedings.  R. Patrick
Vance, Esq., and Matthew T. Brown, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, represents White
Knight and its debtor-affiliates in their restructuring efforts.  


COMMUNICATIONS CORP: White Knight Hires Jones Walker as Counsel
---------------------------------------------------------------
White Knight Holdings, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Western District
of Louisiana to employ Jones, Walker, Waechter, Poitevent, Carrere
& Denegre, L.L.P., as their bankruptcy counsel.

Jones Walker is expected to:

    a. advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued operation and management of their respective
       businesses and properties;

    b. prepare and pursue confirmation of a plan of reorganization
       and approval of a disclosure statement;

    c. prepare on behalf of the Debtors all necessary
       applications, motions, answers, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed;

    d. advise the Debtors concerning and preparing responses to
       applications, motions, pleadings, notices and other
       documents which may be filed by other parties herein;

    e. appear in Court to protect the interests of the Debtors
       before the Court;

    f. represent the Debtors in connection with obtaining
       postpetition financing;

    g. advise the Debtors concerning and assisting in the
       negotiation and documentation of financing agreements, cash
       collateral orders and related transactions;

    h. investigate the nature and validity of liens asserted
       against the property of the Debtors, and advise the Debtors
       concerning the enforceability of said liens;

    i. investigate and advise the Debtors concerning, and taking
       such action as may be necessary to collect, income and
       assets in accordance with applicable law, and the recovery
       of property for the benefit of the Debtor's estate;

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

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

    l. assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estate;

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

    n. perform all other legal services for the Debtors which may
       be necessary and proper in their bankruptcy proceedings.

Matthew T. Brown, Esq., a member at Jones Walker, tells the Court
that the lead counsel for this engagement is R. Patrick Vance,
Esq.  Mr. Vance bills $350 per hour.  Mr. Brown discloses that the
firm's other professionals who are expected to render their
services bill:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $210 - $350
       Associates                 $150 - $210
       Paralegals                  $80 - $115

Mr. Brown further discloses that the firm has received an $84,535
retainer from White Knight.

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

Mr. Brown can be reached at:

         Matthew T. Brown, Esq.
         Jones, Walker, Waechter, Poitevent,
         Carrere & Denegre, L.L.P.
         201 Saint Charles Avenue
         New Orleans, Louisiana 70170
         Tel: (504) 582-8000
         Fax: (504) 582-8583
         http://www.joneswalker.com/

                        About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.  

White Knight entered into commercial inventory agreements, joint
sales agreements, and shared services agreements with
Communications Corporation of America.  However, both entities are
independent companies and are not affiliates of each other.  Along
with Communications Corp., White Knight operates around 23 TV
stations.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  R. Patrick Vance, Esq., and Matthew T. Brown,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, represents White Knight and its debtor-affiliates in their
restructuring efforts.  White Knight and its debtor-affiliates'
chapter 11 cases are jointly administered under Communication
Corporation of America's chapter 11 case.

When the Debtors filed for protection from their creditor, they
estimated less than $50,000 in assets and estimated debts between
$100,000 and $500,000.

              About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


CRESCENT JEWELERS: Wants to Pay Transition Bonuses to 70 Employees
------------------------------------------------------------------
Crescent Jewelers, Inc., asks the U.S. Bankruptcy Court for the
Northern District of California for permission to pay "transition
bonuses" to around 70 eligible employees, in an aggregate amount
not to exceed $625,000.

Stacia A. Neeley, Esq., at Klee, Tuchin, Bognadoff & Stern LLP,
reminds the Court that Harbinger Capital Partners Master Fund I,
Ltd., and Friedman's Inc. participated in a lengthy mediation
before the Court.  This resulted to a binding agreement on the
terms of a consensual plan of reorganization.  The Court will
consider plan confirmation on July 13, 2006.  

Ms. Neeley asserts that it is essential that the Debtor maintain
motivated and qualified employees to operate its business pending
effectivity of the Plan.  The fact that Harbinger and Friedman's
are expected to become the new owners of reorganized Crescent and
that they are expected to make changes that affect many employees
is well known among the Debtor's employees.  As a result, the
Debtor faces substantial risk that employees may seek other
employment before the post-confirmation transition is complete.  
The proposed incentive will help ensure that ongoing operations
are maintained and post-confirmation transition is effectively
implemented.

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- sells jewelry and operates over
160 stores in six western states.  The Company filed for chapter
11 protection on August 11, 2004 (Bankr. N.D. Cal. Case No. 04-
44416).  Lee R. Bogdanoff, Esq. at Klee, Tuchin, Bogdanoff and
Stern represents the Debtor in its chapter 11 case.  John D.
Fiero, Esq., Kenneth H. Brown, Esq., and Tobias S. Keller, Esq.,
at Pachulski, Stang, Ziehl, Young and Jones represent the Official
Committee of Unsecured Creditors.  In its April 2006 Monthly
Operating Report, the Debtor reported $77,372,000 in total assets
and $134,972,000 in total debts.


DEL MONTE FOODS: Earns $57.9 Million in 2006 Fourth Quarter
-----------------------------------------------------------
Del Monte Foods Company reported $57.9 million of net income for
the fiscal 2006 fourth quarter, compared to net income last year
of $19.3 million.

"Our fiscal year and fourth quarter 2006 results reflect positive
business performance as well as the achievement of significant
strategic accomplishments," said Richard G. Wolford, Chairman and
CEO of Del Monte Foods.  "Our business performance delivered
strong top and bottom line results.  Pricing actions and new
product introductions, both enabled by our strong brands, drove
solid top-line growth.  In addition, pricing and cost reduction
actions fully covered inflationary and other operational costs in
both the fourth quarter and the full year.  These actions enabled
the Company to meet bottom-line targets despite continued and
significant inflationary cost pressures throughout the year."

Mr. Wolford continued, "This financial performance was a direct
result of the successful implementation of initiatives outlined in
our strategic operating plan, Project Brand.  These included
execution of on-trend innovation, achievement of the $50 million
cost reduction program, execution of a share buyback program and
initiation of a quarterly dividend.  Importantly however, we also
accomplished a major strategic objective with our portfolio
realignment.  The announced acquisitions of Meow Mix and Milk-Bone
and the sale of our soup and infant feeding businesses represent
major steps in Del Monte's strategic commitment to expand its
portfolio of higher margin businesses in fast growing categories
and create a more value-added, branded consumer packaged food
company."

                     Fourth Quarter Results

Net sales of $799.2 million compared to $774.4 million last
year, Income from continuing operations, which excludes the
soup and infant feeding businesses was $41.7 million compared to
$17.6 million in the previous year.

The increase in net sales was driven primarily by increased net
pricing and growth from new and existing products.  These gains
were partially offset by volume loss associated with price
increases which was within the range anticipated by the Company.   
The increase in EPS from continuing operations was driven
primarily by the absence of prior year expenses, specifically
refinancing, integration and Kal-Kan litigation-related expenses.   
In the fourth quarter, pricing, cost reduction actions and a
change in estimate related to transportation-related costs, fully
offset higher steel and other packaging, energy, logistics and
other transportation-related costs.  However, the Company also
experienced higher marketing and overhead expenses.

                       Fiscal 2006 Results

For fiscal 2006, the Company reported net income of
$169.9 million compared to net income last year of
$117.9 million.

                        Full-Year Results

Net sales of $2,998.6 million compared to $2,899.3 million last
year, an increase of 3.4%.  Income from continuing operations,
which excludes the soup and infant feeding businesses, was
$137 million, compared to $100.6 million in the previous year.  

The increase in net sales was driven primarily by increased net
pricing and growth from new products, partially offset by
elasticity.  The increase in EPS from continuing operations was
driven primarily by solid top-line performance, the absence of
certain prior year expenses, specifically refinancing, integration
and Kal-Kan litigation-related expenses, the benefits of the share
repurchase program and lower interest expense, partially offset by
higher costs, including steel and other packaging, energy,
logistics and other transportation-related costs and SG&A.

                      About Del Monte Foods

Del Monte Foods Company (NYSE: DLM) -- http://www.delmonte.com/
-- is one of the country's largest and most well known producers,
distributors and marketers of premium quality, branded and private
label food and pet products for the U.S. retail market, generating
over $3 billion in net sales in fiscal 2005.  With a powerful
portfolio of brands including Del Monte(R), Contadina(R),
StarKist(R), S&W(R), Nature's Goodness(TM), College Inn(R),
9Lives(R), Kibbles 'n Bits(R), Pup-Peroni(R), Snausages(R),
Pounce(R) and Meaty Bone(R), Del Monte products are found in nine
out of ten American households.

                           *     *     *

The Company's $250 million 6-3/4% senior subordinated notes due
2015 and  $450 million 8-5/8% senior subordinated notes due 2012
carry Moody's Investors Service's B2 rating, Standard & Poor's B
rating, and Fitch's BB- rating.

                
DELPHI CORP: Hires PricewaterhouseCoopers as Tax Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to retain
PricewaterhouseCoopers LLC as their tax and financial planning
consultant.

As reported in the Troubled Company Reporter on June 27, 2006, PwC
will provide tax consulting services to the Debtors:

   (a) Pursuant to the Sarbanes-Oxley Statement of Work, PwC will
       provide project assistance under the direction of company
       accounting executives, related to the Debtors' overall
       management certification testing and remediation plans
       under Section 404 of the Sarbanes-Oxley Act of 2002;

   (b) Pursuant to the Financial Planning Statement of Work, PwC
       will provide (i) tax planning services to the Debtors'
       senior executives, including assistance with income tax
       projections, modeling tax impact of provided benefits,
       modeling tax impact of life events, withholding tax
       analysis, and estimated tax payment sufficiency analysis
       and (ii) personal financial planning services to the
       Debtors' senior executives, including cash flow and debt
       management, stock option analysis, education funding
       planning, retirement funding planning, retirement
       distributions, investment strategies, estate tax
       minimization, and wealth distribution;

   (c) Pursuant to the Tax Compliance Statement of Work, PwC will
       provide tax compliance assistance in connection with the
       foreign affiliate tax reporting requirements included in
       the 2005 Delphi consolidated U.S. tax return, including  
       analysis and computations of U.S. earnings and profits and
       related creditable income tax pools, analysis of the U.S.
       tax implications of dividend distributions, and
       computation of intercompany transaction flow information
       for use in transfer pricing analysis;

   (d) Pursuant to the WNTS Advocacy Statement of Work, PwC will
       provide consulting and advocacy services with respect to
       tax policy, legislative, and Internal Revenue Service
       administrative matters, including analysis of emerging tax
       issues and discussions and analysis of forums of tax
       executives focused on international tax policy issues; and

   (e) Pursuant to the Consulting Statement of Work, PwC will
       provide miscellaneous general tax consulting services for
       projects not exceeding $20,000 per project, including
       consulting with PwC's U.S. and foreign offices and
       providing subscription and data services for accounting
       and other miscellaneous needs.

The Debtors will pay PwC's professionals at these hourly rates:

   (a) For work performed under the Sarbanes-Oxley Statement of
       Work, PwC will receive compensation based on the number of
       hours of professional time provided:

       Partner                        $250 to $400
       Senior Manager                 $180 to $300
       Manager                        $120 to $200
       Senior Associate                $60 to $160
       Associate                       $50 to $130

   (b) For work performed under the Financial Planning Statement
       of Work, PwC will receive compensation in accordance with    
       the terms of the Master Agreement, total charges of $6,000
       per participant per annum except that the fee for the
       initial year of services will be $11,000 per participant.  
       The fee for certain specified individuals on the Debtors'
       strategy board would be $2,000 higher;

   (c) For work performed under the Tax Compliance Statement of
       Work, PwC will receive compensation based on the number of
       hours of professional time provided at a discounted hourly
       rate:

       Senior Associate                      $155
       Associate, Transfer Pricing           $125
       Associate                             $110

   (d) For work performed under the WNTS Advocacy Statement of
       Work, PwC will receive $60,000 per year, invoiced at
       $5,000 per month; and

   (e) For work performed under the Consulting Statement of Work,
       the Debtors will pay PwC their regular hourly rates.

Brian D. Decker, a member of the firm, assured the Court that PwC
is a "disinterested person" within the meaning of Sections 101(14)
and 327(a) of the Bankruptcy Code.

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: Court Approves Lift-Stay Request Protocol
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Delphi Corporation and its debtor-affiliates to utilize
the Lift Stay Procedures to settle requests to lift the automatic
stay under Section 362(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on June 22, 2006, The
goal of the Lift Stay Procedures is to provide Claimants with a
cost-effective mechanism for liquidating their Claims.

Prior to the Petition Date, the Debtors maintained an insurance
program for general liability, product, liability, and automobile
liability claims with ACE American Insurance Company and its
affiliates.  As of the Petition Date, 101 claimants in 76 open
files had asserted liability claims against the Debtors that fall
within the scope of the Insurance Program.

The Claims can be broken into four general categories:

     * automobile liability (25%)
     * general liability (28%)
     * product liability (39%)
     * emissions (8%)

The Debtors anticipate that the aggregate amount of the Claims
could exceed $6,300,000.  There are four claims for which the
Debtors have reserved $1,000,000 or more.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, related that one of the agreements
in the Insurance Program is a Multi-Line Deductible Program
Agreement, which requires the Debtors to pay the Insurers "all
amounts the Insured is or may be obligated to pay to other parties
but which are paid  by the [Insurers]."  Furthermore, under the
Insurance Program, the Debtors have deductible limits depending on
the date and nature of the claim, ranging from $1,000,000 to
$5,000,000.  The Debtors are obligated to pay any portion of a
claim that falls within the applicable deductible limit.

Thus, if the Debtors' Insurers make any payments directly to the
Claimants, the Debtors' Insurers would have administrative
expense priority claims for any payments that are within the
applicable deductible amount.  Despite the existence of insurance
coverage, the Claimants' prosecution of the Claims could directly
and significantly affect the Debtors' estate.

The Debtors do not believe that the Lift Stay Procedures violate
the Insurance Program.  The Debtors have notified the Insurers
and gave them an opportunity to comment or object to the
procedures requested.

                       Lift Stay Procedures

Mr. Butler explained that the underlying rationale for the Lift
Stay Procedures is that most Claims are settled prior to trial but
only after each side has had an opportunity to analyze the merits
of its and its opponent's case.  Each Claimant that chooses to
participate in the Lift Stay Procedures will be permitted to
analyze, present, and document the alleged Claim in an informal,
inexpensive way that could result in a large percentage of the
Claims being resolved without the need of further litigation.

The procedure would not infringe on any right to a trial by jury
for those Claimants who still want to present their claims before
a jury.

Terms of the Lift Stay Procedures include:

   (a) Only Claimants who file timely proofs of claim by 5 p.m.
       Eastern Time on July 31, 2006, and in accordance with the
       order establishing bar dates for filing proofs of claim
       would be eligible to participate in the Lift Stay
       Procedures.  Nothing in the Lift Stay Procedures is
       intended to obviate the need for any Claimant to file a
       proof of claim prior to the Bar Date.

   (b) Following the Bar Date, the Debtors would begin to contact
       certain Claimants by telephone in an effort to settle the
       Claims informally, in each case after appropriate
       consultation and consent by the Third Party Indemnitor, if
       applicable.

   (c) If a settlement were not reached through informal
       negotiations, the parties could seek to mediate the
       Claims.

   (d) The Debtors require that the Claimant release the Debtors'
       Insurers from all amounts they are or might be obligated
       to pay to other parties under a Multi-Line Deductible
       Program Agreement.  

   (e) Nothing in the Lift Stay Procedures would be construed to
       alter the rights or obligations or any Insurer of the
       Debtors, except to the extent that a Claimant releases the
       Insurer from certain liability.

At any time during the administration of the Lift Stay
Procedures, even during litigation, the Debtors would have the
authority to agree to a settlement with an eligible claimant.  
Court approval would not be required for the allowance of any
claim as a prepetition general unsecured non-priority claim in an
amount equal to or less than $500,000, and the Debtors could
settle and allow the claim without notice or hearing.

                          Court Ruling

The Debtors may settle those claims that do not exceed the
amounts of any applicable deductibles under the Insurance
Program pursuant to these terms:

   (a) Court approval will not be required for the allowance of a
       prepetition general unsecured non-priority claim for equal
       to or less than $500,000.  The Debtors may settle and
       allow that claim without further notice or hearing;

   (b) In settlement of a claim greater than $500,000 but less
       than the applicable deductibles under the Insurance
       Program, the Debtors will give notice of the terms of the
       proposed settlement to:

       -- counsel to the Official Committee of Unsecured
          Creditors;

       -- agent for the Debtors' prepetition financing facility;

       -- agent for the Debtors' postpetition financing facility;
          and

       -- the United States Trustee.  

       Counsel for the Official Committee of Equity Security
       Holders will be included as a Notice Party only in  
       instances when the Claim at issue arises as a result of
       general labor disputes;

   (c) If a Notice Party objects to the proposed settlement, the
       Debtors and the objecting party will meet and confer to
       attempt to negotiate a consensual resolution.  Should
       either party determine that Court intervention is
       necessary, then the Debtors will seek authority to approve
       the proposed settlement pursuant to Rule 9019(a) of the
       Federal Rules of Bankruptcy Procedure.

As a condition precedent to settling any Claim, the Debtors will
require a claimant to execute a release in favor of the Insurers,
in form and substance acceptable to the Insurers.  The claimant
will release the Insurers from all liability to the claimant, his
heirs, administrators, executors, successors, and assigns with
respect to the Claim arising under or relating to the Debtors'
insurance policies and related agreements, the Insurance Program,
and applicable law.

Nothing in the Order is intended to modify, impair, or affect any
rights or obligations of the Debtors or the Insurers under the
Insurance Agreements, the Insurance Program, or applicable law,
or limit or otherwise prejudice any Third Party Indemnitor's
rights, claims, or defenses.

The Debtors will not allow or settle any Claim that involves a
Third Party Indemnitor, without notice to the Third Party
Indemnitor, without providing an opportunity for the Third Party
Indemnitor to be involved in the settlement discussions and
providing the Third Party Indemnitor an opportunity to approve
the settlement.

The objection of ACE American Insurance Company, Pacific
Employers Insurance Company, has been withdrawn with prejudice.

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: Allows Specmo to Set Off $367,430 of Receivables
-------------------------------------------------------------
Specmo Enterprises, Inc., has entered into a stipulation with
Delphi Corporation and its debtor affiliates authorizing Specmo to
set off $367,430, representing the reconciled amount of the
$528,329 owed by the Debtors to Specmo and $367,430 of Specmo's
debt to the Debtors.

As the exercise of the Set-off results in a balance due by the
Debtors, Specmo may file a general unsecured proof of claim for
that amount.

Specmo had asked the U.S. Bankruptcy Court for the Southern
District of New York to lift the stay so it can effectuate a
set-off.  Specmo had asserted that under Section 553(a), it has a
right to set-off its prepetition debt with that of the Debtors'
since both debts were incurred in the ordinary course of business
between two parties standing in the same capacities, and are
mutual.  In addition, Specmo claimed it was entitled to relief
from the stay because its security interest in the Debtors' debt
is not being adequately protected.

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


DORAL FINANCIAL: Closes Sale of Mortgage Loans to Westernbank
-------------------------------------------------------------
W Holding Company, Inc., disclosed that its bank subsidiary,
Westernbank Puerto Rico, acquired certain additional rights from
Doral Financial Corporation and its affiliates, in order to
perfect the acquisition of a series of mortgage loans pools
acquired since 1995 with an aggregate actual unpaid principal
balance of $937.3 million.  These same loans were the subject
of the company's previous announcements regarding "true sale"
accounting.

Both parties originally accounted for the acquisitions of the
mortgage loan pools as sales of the mortgage loans, but
Westernbank subsequently determined that it had to
re-characterize the transactions as commercial loans secured
with real property mortgages for financial statement purposes.
Following that determination, Westernbank and Doral have now
agreed to restructure the transactions as:

   -- Westernbank agreed to accept a cash payment from Doral
      in connection with its agreement to transfer and assign
      to Westernbank 100% of the retained interest related to
      the mortgage loans pools and to terminate in full Doral's
      call rights under the original mortgage sale agreements;

  -- Doral agreed to repurchase from Westernbank all mortgage
     loans previously sold under the original Mortgage Sale
     Agreements that were 90 or more days delinquent with a
     aggregate unpaid principal balance of $17.1 million; and

  -- Westernbank agreed to accept a cash payment from Doral
     to discharge and terminate in full Doral's recourse
     obligations under the original mortgage sale agreements.

Commenting on the transaction, Mr. Freddy Maldonado, President
and Chief Investment Officer of W Holding Company, stated, "As a
result of this transaction, the bank will record the loan
acquisitions as 'true sales.' Thus, the bank will record the
mortgage loans as its own, rather than a financing transaction
with Doral.  As consideration for the four main conditions
stated in the preceding paragraphs, the bank received a total
net compensation of $42.8 million, including $17.1 million for the
sale to Doral of the delinquent loans."

                      About W Holding Company

W Holding Company is the parent of Westernbank Puerto Rico,
which provides consumer and business banking services through
almost 55 branches.  Services include deposit accounts, credit
cards, and trust and brokerage services.  Subsidiary Westernbank
Insurance sells a full range of coverage.  One of the largest
banks on the island, Westernbank has been expanding in San Juan,
some new locations offer a smaller, more casual setting
(espresso is served) to attract more consumer clients.  The
company's overall loan mix, however, leans toward business
lending, including commercial mortgages and asset-based loans,
which accounts for about 65% of its portfolio.

                   About Westernbank Puerto Rico

Westernbank Puerto Rico, a wholly owned subsidiary of W Holding
Company, Inc., is the second-largest commercial bank in Puerto
Rico, based on total assets, operating throughout 55 full-
fledged branches, including 33 in the southwestern region of
Puerto Rico, 7 in the northeastern region, 13 in the San Juan
Metropolitan area of Puerto Rico and 2 in the eastern region of
Puerto Rico, and a fully functional banking site on the
Internet.

                    About Doral Financial Corp.

Doral Financial Corporation (NYSE: DRL) --
http://www.doralfinancial.com/-- a financial holding company, is  
the largest residential mortgage lender in Puerto Rico, and the
parent company of Doral Bank, a Puerto Rico based commercial bank,
Doral Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                           *     *     *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp., including the company's long-term
counterparty rating, to 'B+' from 'BB-'.  At the same time,
Doral's outlook remains on CreditWatch with negative implications.


ENRON CORP: Lake Worth Sells $13.601MM Claim to Contrarian Funds
----------------------------------------------------------------
As previously reported, the Honorable Arthur J. Gonzalez of the
U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation providing that Claim No. 19011 filed by
Lake Worth Generation, L.L.C. against National Energy Production
Corporation, an Enron Corporation debtor-affiliate, will be
allowed as a Class 67 general unsecured Claim for $13,601,352.

Joseph J. Luzinki, the Liquidating Trustee for Lake Worth's
bankruptcy estate, sold the Claim to Contrarian Funds LLC on
April 10, 2006, under an Asset Purchase Agreement.  Lake Worth's
Chapter 11 case is pending before the United States Bankruptcy
Court for the Southern District of Florida.

Pursuant to the Purchase Agreement, any distributions received by
the Liquidating Trustee on account of the Claim will be delivered
and transferred to Contrarian.

On April 20, 2006, Contrarian filed a notice of transfer of claim
with the New York Bankruptcy Court pursuant to Rule 3001(e) of
the Federal Rules of Bankruptcy Procedure.

The Reorganized Debtors' Plan provides that any undeliverable
distributions will be held by the Reorganized Debtors and may
revert to them for redistribution to other creditors.

The Liquidating Trustee intends to close Lake Worth's Chapter 11
case as soon as possible, resulting in no one to receive
distributions with respect to the Claim and pay them over to
Contrarian as required by the Purchase Agreement.  Contrarian
requested NEPCO to permit distributions to be made to a party
other than Lake Worth.

Following negotiations, NEPCO, the Liquidating Trustee and
Contrarian entered into a stipulation.

The Court-approved stipulation provides that:

   (1) Contrarian will be recognized and acknowledged as the
       holder of the Claim and is entitled to all the right,
       title and interest in any distributions to be made on
       account of the Claim;

   (2) NEPCO will inform Bankruptcy Services, LLC, the
       Reorganized Debtors' claims agent, to reflect Contrarian
       as the record holder of the Claim and to cause all future
       distributions to be made on account of the Claim to be
       delivered to Contrarian; and

   (3) Contrarian agrees to indemnify and hold the Reorganized
       Debtors and BSI harmless from all claims, causes of
       action, damages or liabilities arising from the
       recognition of Contrarian as the record holder of the
       Claim.

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: Court Approves Transco & British Gas Settlement Accord
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York approved the settlement agreement entered into among
Reorganized Enron Corporation, its debtor-affiliates, Transco PLC,
formerly known as BG Transco plc, BG plc, and British Gas plc.

Transco filed Claim No. 5335 for $13,867,617 against Enron Corp.
on account of amounts allegedly due under a guaranty agreement.

On December 1, 2003, Enron filed Adversary Proceeding No.
03-93578 to avoid the Transco Guaranty.

The parties have entered into negotiations to resolve their
dispute, Evan R. Fleck, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates.

Pursuant to their Settlement Agreement, the parties agree that:

  (1) the Transco Guaranty claim will be allowed as a Class 4
      general unsecured claim against Enron in an amount to be
      stipulated by the parties; and

  (2) the Adversary Proceeding will be 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)


ENTERGY NEW ORLEANS: Wants Deloitte's Retention Order Amended
-------------------------------------------------------------
Entergy New Orleans, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to amend its Retention Order to
provide that Deloitte & Touche, LLP, will conduct audit services
for the year ending Dec. 31, 2006.

As reported in the Troubled Company Reporter on Dec. 8, 2005, the
Debtor obtained the Court's authority to employ Deloitte & Touche
to serve as its independent auditor.

Pursuant to an engagement letter dated March 10, 2006, Deloitte &
Touche will, among others:

  (1) examine, on a test basis, evidence supporting the amounts
      and disclosures in the financial statements;

  (2) inquire directly with the Audit Committee of Entergy Corp.
      regarding its views about the risk of fraud and whether the
      Audit Committee has knowledge of any fraud or suspected
      fraud affecting the Debtor;

  (3) assess the accounting principles used and significant
      estimates made by management and evaluate the overall
      financial presentation;

  (4) evaluate management's assessment of the Debtor's financial
      control over financial and evaluate the effectiveness of
      the Debtor's internal control over financial reporting; and

  (5) examine, on a test basis, evidence supporting the design
      and operating effectiveness of the Debtor's internal
      control over financial reporting

The blended hourly rate of $220 for each member assigned to
provide auditing services will be increased to $230.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.   Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants to Set Off $15MM Hibernia Frozen Funds
-----------------------------------------------------------------
Pursuant to Sections 363 and 553 of the Bankruptcy Code, Entergy
New Orleans, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana to authorize the set-off of certain frozen
funds that are held in an ENOI bank account at Hibernia National
Bank, now known as Capital One, N.A., against a postpetition debt
that ENOI owed Hibernia.

Hibernia is the holder of a promissory note dated July 6, 2005,
issued by ENOI in favor of Hibernia in the principal sum of
$15,000,000.  The Promissory Note is a master note for a line of
credit that Hibernia made available to the Debtor.  The
Promissory Note bears interest at a variable rate.  While the
Note's maturity date is May 31, 2006, ENOI can pay the Note, in
full, at any time.

Pursuant to a Security Agreement dated July 6, 2005, ENOI's
obligations to Hibernia under the Promissory Note are secured by
all of ENOI's accounts receivable from its retail electric and
natural gas utility customers.

As of the Petition Date, the Debtor had borrowed the full amount
available under the Line of Credit.  Hibernia takes the position
that, as of the Petition Date, ENOI was also liable for:

   (a) $98,575 in accrued, unpaid interest, and
   (b) unspecified "fees" of $5,216.

ENOI maintained various bank accounts at Hibernia, including an
ENOI-Remittance Processing Center Account.  On the Petition Date,
$15,057,050 was on deposit in the RPC Account.

The Final DIP Order authorizes ENOI to use the "Hibernia Cash
Collateral," defined as cash collateral "to the extent that
Hibernia has any valid, perfected and unavoidable liens, security
interests or rights of set off."  The authority to use the
Collateral expressly excludes the $15,057,050 on deposit in the
RPC Account.  Accordingly, ENOI does not have the right to use,
and has not used, the Frozen Funds since the Petition Date.

Because the RPC Account is a demand deposit account, Hibernia has
taken the position that no interest has been earned on the
Account.

Pursuant to the Final DIP Order, to secure the "Hibernia Adequate
Protection Obligations, Hibernia was granted "a replacement lien,
security interest and right of setoff in the Hibernia Payment
Processing Account [the RPC Account] and the Debtor's
postpetition account receivables."

Based on both Prepetition Hibernia Liens and the Hibernia
Adequate Protection Liens, Hibernia has taken the position that:

   (a) it is fully secured; and

   (b) it is entitled to attorneys' fees and postpetition
       interest on the Promissory Note.

ENOI proposes that the Frozen Funds be set off against its debt to
Hibernia to the extent that it arose as of Petition Date.
Hibernia's obligation to ENOI and the Debtor's obligation to pay
Hibernia, to the extent that it arose as of the Petition Date,
constitute "mutual" debts within the meaning of Section 553,
Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P., in New Orleans, Louisiana,
asserts.

If the set-off is authorized, the Frozen Funds would first be
applied to accrued interest and fees, if any, that arose as of the
Petition Date, and the remaining Frozen Funds would be applied to
the principal amount of the Promissory Note, Ms. Futrell relates.

Because Hibernia has a security interest in ENOI's gas and
electric accounts receivable, the set-off would eliminate the
further accrual of interest on an arguably fully secured debt,
Ms. Futrell tells Judge Brown.

Ms. Futrell adds that the set-off would not harm the Debtor
because it cannot otherwise use the money that would be set off
against the Hibernia debt.

According to Ms. Futrell, the Official Committee of Unsecured
Creditors, The Bank of New York, in its capacity as indenture
trustee, and the Financial Guaranty Insurance Company support the
Debtor's request.

                         Hibernia Objects

Hibernia opposes the set-off of the Frozen Funds until the Court
determines whether the $13,548,000 sent by Entergy Services, Inc.,
on September 22, 2005, to the Debtor's General Fund account is
property of the estate or owned by entities related to the Debtor.

Hibernia suggests that the Court order the $13,548,000 be
deposited in an interest bearing escrow account at Hibernia until
the Court decides on the issues in the bank's adversary proceeding
against ENOI, ESI, and Entergy Corp.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.   Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FALCONBRIDGE LTD: Industry Canada Delays Xstrata Investment Review
------------------------------------------------------------------
The Investment Review Division of Industry Canada reported that
the Minister responsible for the Investment Canada Act is unable
to complete the consideration of Xstrata plc's investment in
connection with the proposed acquisition of Falconbridge Limited
within the initial 45-day period.  As prescribed in the ICA, the
Minister extended the review period to 30 days from July 3, 2006.

In Canada, all foreign companies seeking to invest must be cleared
under the Investment Canada Act, assessing whether the investment
will have a "net benefit" to the country.

According to Reuters, Xstrata owns 20% of Falconbridge and is
trying to buy 80% of its shares in a hostile bid.

                           About Xstrata

Xstrata plc -- http://www.xstrata.com/-- is a major global  
diversified mining group, listed on the London and Swiss stock
exchanges.  The Group is and has approximately 24,000 employees
worldwide, including contractors.

Xstrata does business in six major international commodities
markets: copper, coking coal, thermal coal, ferrochrome, vanadium
and zinc, with additional exposures to gold, lead and silver.  The
Group's operations and projects span four continents and nine  
ountries: Australia, South Africa, Spain, Germany, Argentina,
Peru, Colombia, the U.K. and Canada.

                        About Falconbridge

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

                           *    *    *

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


FIREARMS TRAINING: FY 2006 Revenue Narrows to $78.6 Million
-----------------------------------------------------------
For the year ended March 31, 2006, Firearms Training Systems Inc.
reported $78.6 million of revenues compared to $88.4 million of
revenue generated in fiscal year 2005.  

According to the Company, the decline in revenues for the year is
primarily the result of timing in the receipt of new orders and
the near conclusion of a large, long-term percentage-of-completion
contract in fiscal year 2005.  

The Company's net income attributed to common stockholders
increased to $3.2 million in 2006 compared to $2.6 million in
2005.

Lower interest expenses drove the improvement in net income and
the elimination of mandatory preferred stock dividends associated
with the company's prior series B preferred stock, the Company
said.

As a percentage of revenue, the Company's gross margin also
improved by 1.2 percentage points from last year.  The improvement
is due to continued cost reductions and improvements in
manufacturing processes.  Operating expenses were higher as a
result of continued investment in research and development to
support the introduction of new products and increased business
development costs to address long-term opportunities on the Asian
subcontinent, the Company explained.

The Company's fourth-quarter revenue was $22.7 million versus
$28.0 million last year.  

"We are pleased with our operational performance during a period
of lower- than-expected revenues," Ronavan R. Mohling, the
Company's chairman and chief executive officer said.  "The
improvements in our cost and debt structure continued during the
year and enabled us to report higher net income.

Firearms Training's balance sheet at March 31, 2006, showed
$53,729,000 in total assets, $47,403,000 in total liabilities, and
$32,028,000 in preferred stock, resulting in a $25,702,000
stockholders' deficit.  The Company's stockholders' deficit at
March 31, 2005 was $28,504,000.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?d25

FATS Inc. -- http://www.fatsinc.com/-- a subsidiary of Firearms  
Training Systems Inc. (OTC: FATS) provides fully integrated and
simulated training to professional military and law enforcement
personnel.  Utilizing quality- engineered weapon simulators, FATS'
state-of-the-art virtual training solutions offer judgmental,
tactical and combined arms experiences.  The company serves
domestic and international customers from its headquarters in
Suwanee, Ga., and has branch offices in Australia, Canada, the
Netherlands and United Kingdom.  The ISO-certified company was
incorporated in 1984.


FLYI INC: Wants 160 Duplicative Claims Expunged
-----------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware to expunge Duplicative Claims.

The Debtors have determined that 160 Claims are duplicative of
another proof of claim filed in their Chapter 11 cases.

Among the largest Duplicative Claims are:

   Claimant                             Claim No.  Claim Amount
   --------                             ---------  ------------
   Aviall Services Inc.                    4238      $1,486,413
   Bradley, Cathy                          3568         313,690
   Bradley, Cathy                          4001         313,690
   Brown, William                          5298         738,250
   CIT Leasing Corporation                 4783       5,872,926
   CIT Leasing Corporation                 4788       5,477,879
   Crespo, Michael                         5266         300,000
   Dept. of the Treasury - IRS               22       9,051,661
   Dept. of the Treasury - IRS              530       9,051,661
   Lange, William R.                       3940       1,372,416
   MCI Verizon                             1764         528,426

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Wants 36 Unsupported Claims Disallowed
------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware to disallow 36 claims.

According to M. Blake Cleary, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Claimants failed to
attach any supporting documents and failed to offer specific
basis for the Claims.  Moreover, the Debtors did not include the
Claims on their Schedules of Assets and Liabilities.

Among the 36 Unsupported Claims are:

   Claimant                              Claim No.  Claim Amount
   --------                              ---------  ------------
   ACGHS Limited Partnership               5135          $9,280
   Blount County Trustee                   2533          32,381
   Brundage, Joan                          4032          24,999
   Dieye, Lauricia                         4291           6,482
   Harrison Goley                          3150           2,280
   MCI Verizon                             1764         528,426
   Meagher, Judith Anne                    2018          50,000
   National Financial Services LLC         4031           1,217
   National Financial Services LLC         2907           4,809
   National Financial Services LLC         3067           4,809
   National Financial Services LLC         3616           9,217
   Reed, Mark W.                           1207           3,000
   Rockett, William                        5318       1,000,000
   Sharpies GSE Repair Inc.                1604           5,192
   Sorrell, Carol                          3359         125,000
   Worldspan LLP                           2653          80,944
   Zigler, Chester                         1989           1,114

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


GENERAL MOTORS: Board to Discuss Renault-Nissan Alliance Tomorrow
-----------------------------------------------------------------
General Motors Corporation's Board of Directors will meet tomorrow
to discuss a proposal to ally with Renault-Nissan, a French-
Japanese company, the Houston Chronicle reports.  Renault-Nissan
is a collaboration between Nissan Motor Co., Ltd., and Renault
S.A.   

The proponent, Kirk Kerkorian -- who owns 9.9% equity stake in GM
through his investment firm Tracinda Corporation -- urged GM
chairman Rick Wagoner to sell a 20% stake in GM to Renault-Nissan.  
Jerome York, a GM director, advised Mr. Kerkorian on the
$3-billion proposed alliance.

The French Le Figaro newspaper reported that Renault-Nissan's
president and chief executive officer Carlos Ghosn showed great
interest in the possible tie-up.  But, Mr. Ghosn publicly said
that GM should be the one to initiate a definite offer for the
alliance.  Mr. Ghosn has secured approval from his Company's board
of directors to proceed with negotiations.  

Talks about Mr. Ghosn's next move after a proposed buy-in by
Renault-Nissan into GM sparked speculations.  Once 20% of GM's
equity stake gets into the hands of Renault-Nissan, with Mr.
Kerkorian's help, Mr. Ghosn can easily grab the chairmanship or
the CEO posts in GM.  

The Wall Street Journal reported that of the institutional
investors holding GM shares, State Street Global Advisors hold the
biggest stake, with 15.28% of the pie.  Two others institutional
shareholders control a larger stake than Tracinda.  Capital
Research & Management, Co., holds 14.17% and Brandes Investment
Partners has 10.95%

GM is currently implementing a turnaround plan that involves plant
closures and job cuts.

Moody's Investors Services pointed out that while alliances
between auto manufacturers have often underperformed original
expectations, the Renault-Nissan alliance has been particularly
effective and contributed to the successful turnaround of Nissan.  
The current partnership-alliance between the French and Japanese
automakers provides benefits in the areas of product development,
sourcing, production, marketing and distribution, and operates on
a global basis.  

The addition of GM to the currently effective partnership-alliance
would present a number of opportunities as well as significant
challenges, in Moody's opinion.  The broader scale of an alliance
that incorporated GM would present incremental opportunities for
cost savings from engineering, purchasing, manufacturing and
distribution.  It would also extend the alliance's presence in
important markets such as North America and Korea.  

General Motors Corp. -- http://www.gm.com/-- the world's largest  
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries including Mexico.  In 2005, 9.17
million GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM operates one
of the world's leading finance companies, GMAC Financial Services,
which offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                           *     *     *

As reported in the Troubled Company Reporter on June 30, 2006,
Standard & Poor's Ratings Services held all its ratings on General
Motors Corp. -- including the 'B' corporate credit rating and the
'B+' bank loan rating, but excluding the '1' recovery rating -- on
CreditWatch with negative implications, where they were placed
March 29, 2006.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating (RR) of
'RR1' to General Motor's (GM) new $4.48 billion senior secured
bank facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GEORGIA GULF: Acquires Royal Group Shares for $1.5 Billion
----------------------------------------------------------
The Board of Directors of Royal Group Technologies Limited
recommended that shareholders approve a CDN$13 all cash
transaction to be implemented by way of a plan of arrangement.  
The Company entered into an agreement with Georgia Gulf
Corporation pursuant to which it will acquire all of
the common shares of Royal Group at a price of CDN$13 per share,
subject to, among other conditions, approval by shareholders of
Royal Group at a special meeting of shareholders.  The total value
of the transaction, including debt, is CDN$1.7 billion (US$1.5
Billion).

The all-cash transaction represents a 43.5% premium over Royal
Group's closing share price on the Toronto Stock Exchange of $9.06
on June 8, 2006.

Royal Group has been involved in a sale process since May 25,
2005, when its board disclosed that it would open a data room and
solicit bids from a broad group of potential acquirers.  Over 30
potential bidders signed confidentiality agreements and were
allowed access to the data room, with six potential bidders
receiving extensive management presentations.  The Georgia
Gulf transaction was the best transaction proposal to emerge from
the process.

Royal Group's board of directors, acting on the unanimous
recommendation of the special committee of independent directors
for the previously announced sale process, unanimously approved
the transaction and determined that the transaction is fair to
Royal Group's shareholders and is in the best interests of the
company.  The board of directors is recommending that Royal Group
shareholders vote in favor of the transaction.  Royal Group's
board of directors has received an independent opinion from BMO
Nesbitt Burns Inc. that the consideration is fair, from a
financial point of view, to Royal Group's shareholders.  Deutsche
Bank and Scotia Capital Inc. provided advisory services to the
board in connection with the transaction.

"This transaction creates significant immediate value for Royal
Group's shareholders and strengthens the company's business
through a combination with a strong, technologically advanced
force in the vinyl industry", commented Robert E. Lamoureux, Royal
Group's Chairman of the Board and chair of the special committee.  
"Nevertheless, this was not an easy decision for our board of
directors.  The company's management team and employees have been
working extremely hard over the last year in refocusing the
company and implementing the previously announced Management
Improvement Plan, while at the same time fully supporting the sale
process.  Our board recognizes that the Management Improvement
Plan has the potential to deliver long-term value for
shareholders.  However, after considering all the advantages and
disadvantages of this transaction versus pursuing the Management
Improvement Plan, including the risks and uncertainties associated
with the Plan, the board concluded that, this transaction is fair
and in the best interests of our shareholders and the company.  It
is also a transaction that will create real benefits for our
customers and employees", added Mr. Lamoureux.

Lawrence J. Blanford, Royal Group's President and C.E.O., added
that, "we are pleased to have a significant premium to the current
share price offered to our shareholders, which is a reflection of
the hard work the entire organization has put into the Management
Improvement Plan over the past year".

The transaction is to be carried out by way of a statutory plan of
arrangement and, accordingly, will be subject to the approval of
66-2/3% of the votes cast by Royal Group's shareholders at a
meeting of shareholders, currently anticipated to take place in
July, as well as court approval.

The closing is subject to certain other customary conditions,
including regulatory approvals.  The proposed transaction is
expected to close in Early September 2006.

             About Royal Group Technologies Limited

Headquartered in Ontario, Canada, Royal Group Technologies (RYG -
TSX; NYSE) -- http://www.royalgrouptech.com-- produces  
innovative, attractive, durable, and low-maintenance home
improvement and building products, which are primarily utilized in
both the renovation and new construction sectors of the North
American construction industry.  The Company has manufacturing
operations located throughout North America in order to provide
industry-leading service to its extensive customer network.

                 About Georgia Gulf Corporation
    
Headquartered in Atlanta, Georgia, Georgia Gulf, (GGC - NYSE) --
http://www.ggc.com/-- manufactures and markets two integrated  
product lines, chlorovinyls and aromatics.  Georgia Gulf's
chlorovinyls products include chlorine, caustic soda, vinyl
chloride monomer and vinyl resins and compounds.  Georgia Gulf's
primary aromatic products include cumene, phenol and acetone.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services placed its ratings on Atlanta,
Georgia-based Georgia Gulf Corp. on CreditWatch with negative
implications.  The corporate credit rating on Georgia Gulf is
'BB+'.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service placed the ratings of Georgia Gulf
Corporation on review for possible downgrade following the
company's report that it will acquire Royal Group Technologies
Limited in a transaction valued at roughly $1.6 billion.  These
ratings are the Ba2 corporate family rating, the Ba2 Senior
secured bank credit facility rating; and the Ba3 senior unsecured
regular bond/debenture rating.


GREAT COMMISSION: Gets Final Court Okay on Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
allowed The Great Commission Care Communities, Inc., dba The Woods
at Cedar Run, on a final basis, to use cash collateral securing
repayments of its obligations to bondholders and Manufacturers and
Traders Trust Company.

The Debtors will use the cash collateral to fund their operations
as well as pay payroll, and other operating expenses that are
necessary to maintain the value of their estate.

Before the Debtor filed for bankruptcy, it owed its secured
bondholders $13,445,000, plus interest, fees, and expenses.  Wells
Fargo Bank is the Indenture Trustee for the Debtor's First
Mortgage Refunding Revenue Bonds, Series 1998A and its First
Mortgage Revenue Bonds, Series 1998B.  The Debtor defaulted on the
bonds after failing to make certain payments and satisfy certain
other required items as required by the Bond Documents.

As of May 10, 2006, the Debtor also owed Manufacturers and Traders
$281,000 plus interest.  These obligations are secured by the
Debtor's receipts, revenues, rentals, income, chattel paper,
accounts, general intangibles, documents, instruments and proceeds
from its retirement community known as The Woods at Cedar Run
located in Cumberland County, Pennsylvania and property located at
824 Lisburn Road, Camp Hill, Pennsylvania.

To provide the secured lenders with adequate protection, required
under Sections 361(2) and 363(e) under the U.S. Bankruptcy Code,
for any diminution in the value of their collateral, the Court
granted them replacement liens to the same extent, validity and
priority as the prepetition liens.

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement   
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GREENBRIER COMPANIES: Earns $10.7 Million in Quarter Ended May 31
-----------------------------------------------------------------
The Greenbrier Companies reported net earnings of $13.7 million,
excluding charges for a tentative settlement reached with the
Internal Revenue Service on a tax audit for the third quarter of
2006.  The earnings are up 28% from net earnings, excluding
special charges for prepayment of certain debt, of $10.7 million
for the third quarter of 2005.

The Company's GAAP net earnings for the third quarter of 2006 grew
18% to $10.7 million compared to GAAP net earnings of $9.0 million
for the same period in fiscal 2005.  Its EBITDA for the quarter
increased 25% from the third quarter of fiscal 2005, to
$32.9 million, as a result of significant manufacturing and
leasing and services margin expansion.  EBITDA was 12.4% of
revenues for the quarter, compared to 9.2% of revenues in the
third quarter of fiscal 2005.

During the quarter, the Company completed a $100 million
convertible senior notes offering, which is immediately accretive
to earnings per share.  

According to the Company, the offering further positions its
balance sheet and liquidity to act quickly on both organic and
acquisitive growth opportunities in its core businesses:  new
railcar and marine manufacturing, railcar repair and
refurbishment, and leasing and services.

                      Third Quarter Results

The Company's revenues for the 2006 fiscal third quarter were $266
million, compared to $286 million in the prior year's third
quarter, while its EBITDA increased to $32.9 million, or 12.3% of
revenues for the quarter, compared to $26.3 million, or 9.2% of
revenues in the prior year's third quarter.  The Company's net
earnings also increased to $10.7 million for the quarter, compared
to net earnings of $9.0 million for the same period in 2005.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?d24

Based in Lake Oswego, Oregon, The Greenbrier Companies --
http://www.gbrx.com/-- supplies transportation equipment and  
services to the railroad industry.  The Company builds new
railroad freight cars in its manufacturing facilities in the U.S.,
Canada, and Mexico, and repairs and refurbish freight cars and
wheels at 17 locations across North America.  The Company also
builds new railroad freight cars and refurbishes freight cars for
the European market through both its operations in Poland and
various subcontractor facilities throughout Europe. Greenbrier
owns approximately 9,000 railcars, and performs management
services for approximately 135,000 railcars.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
The Greenbrier Companies Inc.'s proposed $85 million convertible
note offering, which will mature in 2026.  At the same time,
Standard & Poor's affirmed its ratings on the Lake Oswego, Oregon-
based railcar manufacturer, including its 'BB-' corporate credit
rating.  The outlook is stable.

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service affirmed the B1 senior unsecured debt
rating of The Greenbrier Companies, as well as the company's Ba3
Corporate Family rating.  This affirmation takes into account an
additional $60 million of notes added-on to the $175 million of
8.375% of Senior Notes due May 2015.  The rating outlook is
stable.


HCA INC: Closes $239 Million Hospital Sale to LifePoint Hospitals
-----------------------------------------------------------------
LifePoint Hospitals, Inc., completed, effective July 1, 2006, its
acquisition of four hospitals from HCA Inc. for a purchase price
of $239 million plus specific working capital, including inventory
and the assumption of paid time off, as defined in the purchase
agreement.  

The four facilities include the 200-bed Clinch Valley Medical
Center in Richlands, Virginia; the 325-bed St. Joseph's Hospital
in Parkersburg, West Virginia; the 155-bed Saint Francis Hospital
in Charleston, West Virginia; and the 369-bed Raleigh General
Hospital in Beckley, West Virginia.  

As reported in the Troubled Company Reporter on June 6, 2006, the
Company has classified St. Joseph's Hospital and Saint Francis
Hospital as assets held for sale.

                       Additional Financing

LifePoint Hospitals exercised its right under its existing senior
credit agreement dated April 15, 2005, by and among Citicorp North
America, Inc., as administrative agent, and the lenders party to
increase the availability of term loans under the Credit Agreement
by up to $50 million and has borrowed $50 million in the form of
the incremental term loans.  The proceeds of these incremental
term loans have been used to finance the aforementioned
acquisition of the four hospitals from HCA.

"We are pleased to announce the completion of this acquisition,"
William F. Carpenter III, president and chief executive officer of
LifePoint Hospitals, said.  "We are excited about the addition of
these hospitals, and look forward to becoming part of these
outstanding communities.  While we are classifying St. Joseph's
Hospital and Saint Francis Hospital as assets held for sale, we
are committed to supporting these hospitals through this
transition period and are encouraged by the early interest that we
are receiving in these two facilities.  We welcome all four
hospitals to the LifePoint family, and we will work with the
administration and healthcare professionals to accomplish a smooth
transition for each hospital."

                          About LifePoint

Headquartered in Brentwood, Tennessee, LifePoint Hospitals, Inc.
-- http://www.lifepointhospitals2.com/-- is a leading hospital
company focused on providing healthcare services in non-urban
communities.  Of the Company's 49 hospitals, 47 are in communities
where LifePoint Hospitals is the sole community hospital provider.
LifePoint Hospitals' non-urban operating strategy offers continued
operational improvement by focusing on its five core values:
delivering compassionate, high quality patient care, supporting
physicians, creating excellent workplaces for its employees,
providing community value and ensuring fiscal responsibility.
LifePoint Hospitals is affiliated with approximately 19,000
employees.

                             About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. -- http://www.hcahealthcare.com/-- is the
nation's leading provider of healthcare services, composed of
locally managed facilities that include approximately 182
hospitals and 94 outpatient surgery centers in 22 states, England
and Switzerland.  At its founding in 1968, HCA was one of the
nation's first hospital companies.

                           *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to HCA Inc.'s senior unsecured debt securities registered
as a Rule 415 shelf filing.  This filing falls under the SEC's
well-known seasoned issuer rules, which do not require a dollar
amount of securities issued.  The corporate credit rating on HCA
is 'BB+'.  The outlook is stable.


HEALTHPLUS PARTNERS: A.M. Best Says Financial Strength is Weak
--------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


HUNTSMAN CORP: Buys Ciba's Textile Effects Biz for $253 Million
---------------------------------------------------------------
Huntsman Corporation has completed the acquisition of the global
Textile Effects business of Ciba Specialty Chemicals Holding Inc.
for CHF332 million ($253 million), subject to customary post-
closing working capital and other adjustments.

The Company will immediately combine Textile Effects with its
Advanced Materials business to form a new division called
Materials and Effects.  Paul Hulme, who is currently President of
Advanced Materials, will be President of the new Materials and
Effects division.

"We are pleased the acquisition has gone smoothly and look
forward, now, to the Textile Effects business being an integral
part of our differentiated business group," Peter R. Huntsman,
president and chief executive officer of Huntsman Corporation,
commented.  

"The acquisition is in keeping with our goal of considerably
expanding our differentiated portfolio.  Further, we believe
combining Textile Effects with our Advanced Materials division
will bring us significant beneficial synergies and efficiencies."

Textile Effects is the leading global supplier of textile
solutions, manufacturing a broad range of dye and chemical
products that enhance the color of finished textiles and improve
such performance characteristics as wrinkle resistance and the
ability to repel water and stains.  The business has approximately
4,000 employees and operates eleven primary manufacturing
facilities located in seven countries.  It serves over 10,000
customers located in 80 countries.
    
Textile Effects had 2005 Adjusted EBITDA of CHF109 million
($88 million) on sales of CHF1.276 billion ($1.029 billion),
compared to 2004 Adjusted EBITDA of CHF89 million ($72 million) on
sales of CHF1.293 billion ($1.043 billion).

The purchase price of CHF332 million ($253 million) was reduced
by:

   (i) CHF75 million ($57 million) in assumed debt and unfounded
       pension and other post employment liabilities and

  (ii) CHF40 million ($31 million) in unspent restructuring costs.

The global headquarters of the Materials and Effects division will
be Basel, Switzerland.  With more than 1,350 people the Basel site
will have more employees than any other Huntsman site.

                          About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation (NYSE:
HUN) -- http://www.huntsman.com/-- is a global manufacturer of   
differentiated and commodity chemical products.  Huntsman's
products are used in a wide range of applications, including those
in the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining and
synthetic fiber industries.  

                           *     *     *

As reported in the Troubled Company Reporter on March 7, 2006,
Moody's Investors Service affirmed the B1 corporate family rating
of Huntsman Corporation and of Huntsman International LLC, and
changed the outlook on the ratings to developing.

As reported in the Troubled Company Reporter on March 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Huntsman
Corp. and its affiliate Huntsman International LLC on CreditWatch
with developing implications, including the 'BB-' corporate credit
ratings.


IMMUNE RESPONSE: Seven Noteholders Exercise Stock Warrants
----------------------------------------------------------
From June 27, 2006, to June 29, 2006, a total of seven Noteholders
exercised the first tranche of their warrants at $0.02 per share
by paying a total exercise price of $225,000 for 11,250,000 shares
of The Immune Response Corporation's common stock.

The Company had previously closed a private placement of secured
convertible notes and warrants to accredited investors.  The notes
had an aggregate original principal amount of $8,000,000.  The
conversion price of the notes is $0.02 per share.  The noteholders
also received a total of 1,200,000,000 warrants to purchase common
stock at $0.02 per share.  The warrants are divided into two
600,000,000 tranches.

Immune Response's placement agent in the 2006 Private Placement,
Spencer Trask Ventures, Inc., is entitled to receive $0.01 and an
additional seven-year placement agent warrant for each five
noteholder warrants which are exercised.  The exercise price of
the additional placement agent warrants will be at $0.02 per
share.

After the June 29, 2006, warrant exercises, the aggregate gross
proceeds from the first tranche of warrant exercises is
$5,646,375.  The remaining 317,681,250 warrants of this first
tranche will expire Aug. 7, 2006.  The second tranche of warrants
will become exercisable on Oct. 16, 2006, and will expire on
Nov. 30, 2006.

Headquartered in Carlsbad, California, The Immune Response
Corporation (Nasdaq: IMNR) -- http://www.imnr.com/-- is an    
immuno-pharmaceutical company focused on developing products to
treat autoimmune and infectious diseases.  The Company's lead
immune-based therapeutic product candidates are NeuroVax(TM) for
the treatment of multiple sclerosis (MS) and IR103 for the
treatment of Human Immunodeficiency Virus (HIV) infection.  Both
of these therapies are in Phase II clinical development and are
designed to stimulate pathogen-specific immune responses aimed at
slowing or halting the rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
company's stockholders' deficit and comprehensive loss for each of
the years in the two-year period ended Dec. 31, 2005.

The Company incurred $6.5 million of net income for the three
months ended March 31, 2006.  At March 31, 2006, the Company's
balance sheet showed $9.9 million in total assets and $144.7
million in total liabilities, resulting in a $134.7 million equity
deficit.


IU HEALTH: A.M. Best Says Financial Strength is Marginal
--------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


J CREW: Closes Public Offering of 21 Million Common Shares
----------------------------------------------------------
J. Crew Group, Inc. closed its initial public offering of
21,620,000 shares of common stock.  The number of shares issued
includes 2,820,000 purchased by the underwriters to cover over-
allotments.

The Company intends to use a substantial portion of the net
proceeds from the sale of the over-allotment shares to reduce
borrowings under its new term loan, and any remaining net proceeds
for general corporate purposes.  The shares are listed on the New
York Stock Exchange and trade under the symbol "JCG".

                    Preferred Stock Redemption

The Company called for redemption all $92.8 million liquidation
value of its Series A 14-1/2% Cumulative Preferred Stock and all
$32.5 million liquidation value of its Series B 14-1/2% Cumulative
Redeemable Preferred Stock at 100% of liquidation value.  Payment
of the redemption amounts and accumulated and unpaid dividends of
$306.4 million will be made on July 13, 2006.  The Company has
issued notices describing the redemption procedures to holders of
the Preferred Stock.

Copies of the notices are also available from the Company's
transfer agent:

     American Stock Transfer & Trust Company
     Telephone (718) 921-8317
     Toll Free (877) 248-6417

                      Common Stock Conversion

In addition, TPG-MD Investment, LLC, a company owned by Texas
Pacific Group, the Company's largest shareholder, and Millard
Drexler, the chief executive officer of the Company and chairman
of its board of directors, converted the $23,629,000 million 5%
Notes Payable due 2008 of the Company's wholly owned subsidiary J.
Crew Operating Corp. into 6,729,186 shares of common stock of the
Company pursuant to a prior agreement.

                        About J. Crew Group

Headquartered in New York City, J. Crew Group, Inc. --
http://www.jcrew.com/is a fully integrated multi-channel  
specialty retailer of women's and men's apparel and accessories.  
J.Crew products are distributed through the Company's 166 retail
and 49 factory stores, the J. Crew catalog, and the Company's
Internet website.

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service placed J. Crew Operating Corp.'s ratings
on review for possible upgrade, which includes J. Crew's B2
corporate family rating and its B2 rating of $285 million senior
secured term loan due 2013.


KID CASTLE: Posts $431,137 Net Loss in 2005 Third Fiscal Quarter
----------------------------------------------------------------
Kid Castle Educational Corporation filed its third quarter
financial statements for the three months ended Sept. 30, 2005,
with the Securities and Exchange Commission on July 3, 2006.

The Company reported a $431,137 net loss on $3,572,168 of total
net revenues for the third quarter ended Sept. 30, 2005, compared
to $145,121 of net income on $3,252,443 of total net revenues for
the same quarter in 2004.

At Sept. 30, 2005, the Company's balance sheet showed $13,116,888
in total assets and $13,298,374 in total liabilities, resulting in
a $199,260 stockholders' deficit.  The Company's balance sheet at
Dec. 31, 2004, showed a $393,925 stockholders' equity.

The Company's balance sheet on Sept. 30, 2005, showed strained
liquidity with $8,582,404 in total current assets available to pay
$9,659,386 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's third quarter financial
statements for the three months ended Sept. 30, 2005, are
available for free at http://ResearchArchives.com/t/s?d1a

                        Going Concern Doubt

Auditors working for PricewaterhouseCoopers in Taipei, Taiwan,
raised substantial doubt about Kid Castle Educational
Corporation's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2003.  The auditors pointed to the
Company's recurring operating losses and capital deficiency.

Kid Castle Educational Corporation (NASDAQ: KDCE) provides English
language instruction and educational services in China and Taiwan
to children between two and 12 years old for whom Chinese is the
primary language.


LIBERTY GLOBAL: Files Amended Annual Report for 2005
----------------------------------------------------
Liberty Global, Inc., filed a Form 10-K/A to amend its annual
report for the year ended Dec. 31, 2005, with the Securities and
Exchange Commission on June 30, 2006.

Liberty Global filed this amendment:

   (a) to file under Item 8 -- Financial Statements and
       Supplementary Data -- and Item 15 -- Exhibits and
       Financial Statement Schedules -- the consolidated financial
       statements of its equity investees Telenet Group Holding NV
       and PrimaCom AG, each as required by Rule 3-09 of
       Regulation S-X;

   (b) to correct certain historical operating data in the
       business discussion of its networks in France and
       Switzerland in Item I -- Business;

   (c) to correct the projected cash interest payments on debt and
       capital lease obligations for fiscal 2006, 2007, 2008, 2009
       and after 2010 in the discussion of financial commitments
       and contingencies in Item 7 -- Management's Discussion and
       Analysis of Financial Condition and Results of Operations;

   (d) to correct the aggregate fair value of the Registrant's
       equity method and available-for-sale investments that were
       subject to price risk at Dec. 31, 2005, in the discussion
       of market risks related to the Registrant's cash and
       investments in Item 7A -- Quantitative and Qualitative
       Disclosures About Market; and

   (e) to correct typographical errors and to make certain tabular
       and clarifying changes in Items 1 -- Business -- and
       Item 7 -- Management's Discussion and Analysis of Financial
       Condition and Results of Operations -- and in its
       consolidated financial statements and notes filed under
       Item 8 -- Financial Statements and Supplementary Data.

                            Financials

The Company reported an $80,097,000 net loss on $5,151,332,000 of
revenues for the year ended Dec. 31, 2005, compared to a
$21,481,000 net loss on $2,531,889,000 of revenues for the same
period in 2004.

At Dec. 31, 2005, Liberty Global's balance sheet showed
$23,378,529,000 in total assets, $13,765,575,000 in total
liabilities, and $7,816,446,000 in stockholders' equity.

The Company's Dec. 31 balance sheet showed strained liquidity with
$2,262,385,000 in total current assets available to pay
$2,431,311,000 in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's amended 2005 annual report is
available for free at http://ResearchArchives.com/t/s?d17

             Going Concern Doubt for Two Subsidiaries

As reported in the Troubled Company Reporter on March 22, 2006,
two auditing firms expressed a going concern opinion on Liberty
Global's two subsidiaries, Torneos y Competencias S.A. and
UnitedGlobalCom, Inc.

Finsterbusch Pickenhayn Sibille, the Argentine member firm of KPMG
International, expressed substantial doubt about Torneos y
Competencias' ability to continue as a going concern after
auditing the Company's financial statements for the years ended
December 31, 2004 and 2003.  The auditing firm pointed to the
Company's default with respect to two bank loans, past due
payments on certain loans and a net working capital deficiency at
Dec. 31, 2004.

Arthur Andersen LLP expressed substantial doubt about
UnitedGlobalCom's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2001.  The auditing firm pointed to the Company's
recurring losses from operations, its default under certain of its
significant bank credit facilities, senior notes and senior
discount note agreements, which resulted in a significant net
working capital deficiency.

                       About Liberty Global

Headquartered in Englewood, Colorado, Liberty Global, Inc. is an
international broadband communications provider of video, voice
and Internet access services, with consolidated broadband
operations in 19 countries, primarily in Europe, Japan and Chile.  
Through its indirect wholly owned subsidiary UGC Europe, Inc., and
its wholly owned subsidiaries UPC Holding B.V. and Liberty Global
Switzerland, Inc., collectively Europe Broadband, Liberty Global
provides video, voice and Internet access services in 13 European
countries.  Through Liberty Global's indirect controlling
ownership interest in Jupiter Telecommunications Co., Ltd., the
Company provides video, voice and Internet access services in
Japan.  Through the Company's indirect 80%-owned subsidiary VTR
GlobalCom, S.A., it provides video, voice and Internet access
services in Chile.

                           *     *     *

As reported in the Troubled Company Reporter on Feb 22, 2006,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to U.S.-listed, international cable
operator Liberty Global Inc.  S&P said the outlook is stable.


LIFEPOINT HOSPITALS: Closes $239 Mil. Hospital Purchase from HCA
----------------------------------------------------------------
LifePoint Hospitals, Inc., completed, effective July 1, 2006, its
acquisition of four hospitals from HCA Inc. for a purchase price
of $239 million plus specific working capital, including inventory
and the assumption of paid time off, as defined in the purchase
agreement.  

The four facilities include the 200-bed Clinch Valley Medical
Center in Richlands, Virginia; the 325-bed St. Joseph's Hospital
in Parkersburg, West Virginia; the 155-bed Saint Francis Hospital
in Charleston, West Virginia; and the 369-bed Raleigh General
Hospital in Beckley, West Virginia.  

As reported in the Troubled Company Reporter on June 6, 2006, the
Company has classified St. Joseph's Hospital and Saint Francis
Hospital as assets held for sale.

                       Additional Financing

LifePoint Hospitals exercised its right under its existing senior
credit agreement dated April 15, 2005, by and among Citicorp North
America, Inc., as administrative agent, and the lenders party to
increase the availability of term loans under the Credit Agreement
by up to $50 million and has borrowed $50 million in the form of
the incremental term loans.  The proceeds of these incremental
term loans have been used to finance the aforementioned
acquisition of the four hospitals from HCA.

"We are pleased to announce the completion of this acquisition,"
William F. Carpenter III, president and chief executive officer of
LifePoint Hospitals, said.  

"We are excited about the addition of these hospitals, and look
forward to becoming part of these outstanding communities.  While
we are classifying St. Joseph's Hospital and Saint Francis
Hospital as assets held for sale, we are committed to supporting
these hospitals through this transition period and are encouraged
by the early interest that we are receiving in these two
facilities.  We welcome all four hospitals to the LifePoint
family, and we will work with the administration and healthcare
professionals to accomplish a smooth transition for each
hospital."

                            About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/--  
is the nation's leading provider of healthcare services, composed
of locally managed facilities that include approximately 182
hospitals and 94 outpatient surgery centers in 22 states, England
and Switzerland.  At its founding in 1968, HCA was one of the
nation's first hospital companies.

                          About LifePoint

Headquartered in Brentwood, Tennessee, LifePoint Hospitals, Inc.
(NASDAQ: LPNT) -- http://www.lifepointhospitals2.com/-- is a  
leading hospital company focused on providing healthcare services
in non-urban communities.  Of the Company's 49 hospitals, 47 are
in communities where LifePoint Hospitals is the sole community
hospital provider.  LifePoint Hospitals' non-urban operating
strategy offers continued operational improvement by focusing on
its five core values: delivering compassionate, high quality
patient care, supporting physicians, creating excellent workplaces
for its employees, providing community value and ensuring fiscal
responsibility.  LifePoint Hospitals is affiliated with
approximately 19,000 employees.

                           *     *     *

As reported in the Troubled Company Reporter on May 5, 2006,
Fitch issued ratings to LifePoint Hospitals Inc. including a BB-
Issuer Default Rating, a BB- Secured bank credit facility, and a B
Senior subordinated convertible notes.  The Rating Outlook is
Stable.


LIFEPOINT HOSPITALS: Moody's Rates $50 Million Term Loan at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to LifePoint
Hospitals, Inc.'s $50 million add-on to the company's Term Loan B.
Moody's also affirmed the existing ratings of LifePoint.  
The proceeds of the incremental term loan, along with cash on hand
and the existing revolving credit facility were used to fund the
purchase of four facilities from HCA, Inc.

The company had originally announced the acquisition of five HCA
facilities in July 2005 but the closing of the transaction was
delayed due to regulatory issues and the renegotiation of terms.
Moody's also expects the company to classify two of the acquired
HCA facilities as assets held for sale simultaneously with the
closing of the transaction.  Moody's expects the company to use
the proceeds of that sale to repay a portion of the outstanding
credit facility.

The affirmation of the ratings and the stable ratings outlook
reflects the expectation that the company's performance will
continue to be appropriate for the Ba3 rating as outlined in
Moody's Global For-Profit Hospital Rating Methodology.  More
specifically, the ratings are supported by LifePoint's improved
geographic diversification and increased scale resulting from the
Province Healthcare acquisition in April 2005.  Additionally,
market share should remain strong as 47 of the company's 49
hospitals are in communities where LifePoint is the sole community
hospital provider.

However, the ratings continue to be constrained by the company's
significant financial leverage as a result of the financing of the
Province and Danville Regional Medical Center acquisitions, a $40
million agreement to lease Wythe County Community Hospital, and
the acquisition of the HCA facilities.

LifePoint would have also had pro forma free cash flow coverage of
debt that is weaker than expected for the Ba3 category in
accordance with our rating methodology.  Moody's expects free cash
flow coverage of debt to decrease in 2006 as a result of increased
capital spending related to many of the recently acquired
facilities.  Moody's is also concerned about potential strains on
cash flow resulting from the growth in uninsured patient volumes
and the related increase in bad debt expense and exposure to
changes in Medicaid reimbursement in states in which LifePoint
operates.

LifePoint, along with many of its rated peer companies, has
experienced weakness in volume trends. The company reported a year
over year same-facility adjusted admission decline of
3.3% for the quarter ended March 31, 2006.  Following this
transaction, Moody's expects the company to focus on driving
volume and revenue growth at existing facilities through increased
focus on the integration of acquired facilities, capital
investment and physician recruitment needs.

Additionally, while acquisition activity is anticipated to slow,
Moody's also believes the pace and scale of recent transactions
are indications of the risk that the company may more aggressively
pursue larger acquisitions in the future in order to continue to
show relative growth.

The stable ratings outlook reflects the company's track record of
reducing debt before the recent acquisitions and the expectation
that LifePoint will return to a period of debt repayment as
acquisition activity is curtailed.  The outlook also reflects
Moody's expectation that LifePoint's margins will stabilize or
improve as a result of increased focus on operations and recent
steps to rationalize the company's portfolio.  The financing for
the acquisition of the HCA facilities is consistent with Moody's
expectations developed in July 2005 when the acquisition was
announced.

Summary of Moody's rating actions:

Ratings assigned:

   * $50 million senior secured add-on term loan, Ba3

Ratings affirmed:

   * $300 million senior secured revolving credit facility due
     2010, Ba3

   * $1,400 million senior secured Term Loan B due 2012, Ba3

   * $225 million senior subordinated convertible notes
     due 2025, B2

   * Corporate family rating, Ba3

Headquartered in Brentwood, Tennessee, LifePoint operates 49
hospitals in non-urban communities in 20 states.  The company
recognized revenues for the twelve months ended March 31, 2006 of
approximately $2.2 billion.


LONDON FOG: Employs Yoon Yang for Advice on Korean Labor Laws
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada allowed
London Fog Group, Inc., and its debtor-affiliates to hire Yoon
Yang Kim Shin & Yu as their counsel in Korea, nunc pro tunc to
May 3, 2006.    

The Debtors' operations in Korea were carried out through London
Fog's branch.  Under Korean law, the employees of the Korean
branch are entitled to what is referred to as "statutory
severance," which is similar in nature to deferred compensation --
earned over time and payable upon separation for any reason,
voluntary or involuntary, with or without cause.  The Debtors need
counsel in Korea to represent them regarding employees' claim for
severance pay and other payments.  

Documents filed with the Court didn't disclose how much Yoon Yang
will be compensated.  

Don K. Mun, 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.

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$50 million to $100 million.


MERIDIAN AUTOMOTIVE: Court Approves Ionia GenCorp Benefits Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
Agreement to modify the Ionia GenCorp Retiree Benefits between
Meridian Automotive Systems, Inc., and its debtor-affiliates and
the International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers, the Industrial Division of the
Communications Workers of America, AFL-CIO, CLC.

As reported in the Troubled Company Reporter on June 19, 2006,
the Union is the authorized representative of the eligible
retirees, spouses, surviving spouses, and beneficiaries of the
Debtors' former GenCorp facility in Ionia, Michigan, which closed
in 1996.

The Debtors acquired their obligations for the Ionia Gencorp
Retirees from Cambridge Industries in July 2000.  Cambridge, in
turn, had acquired and closed the operations in 1996.  As part of
the acquisition from Cambridge, the Debtors assumed retiree
benefits negotiated by Cambridge with the IUE-CWA Local 420 prior
to the 2000 Cambridge Acquisition.

Approximately 31 GenCorp Retirees continue to draw health and
life insurance benefits under a retiree benefits welfare plan,
formally known as the Meridian Automotive Systems, Inc., Welfare
Benefits Plan for Ionia GenCorp Bargaining Unit Retired
Associates.

Under the current Ionia GenCorp Plan, effective as of June 1,
2004, approximately 31 eligible retirees and their surviving
spouses receive:

   (a) for those not eligible for Medicare, group health
       coverage, including medical, prescription drugs, dental,
       hearing and life insurance benefits; and

   (b) for those eligible for Medicare, the Debtors provide
       reimbursement of monthly Medicare Part B premiums and life
       insurance coverage.

Under the current Ionia GenCorp Plan, non-Medicare eligible
participants have a choice of Preferred Provider Organization
options and only pay premiums if they choose coverage under the
"High PPO."

                           The Agreement

Under the parties' Agreement, non-Medicare eligible Retirees will
be enrolled in a single PPO medical plan with generally higher
annual deductibles, coinsurance percentages, annual coinsurance
out-of-pocket maximums, and co-pays for office visits, emergency
room visits and for prescription drugs.

The existing Dental Plan design will remain unchanged.

Existing Hearing coverage will be replaced with Optional Hearing
benefits, with the Retiree paying monthly premiums to cover the
full cost of coverage.

Optional Vision coverage will be added, with the retiree paying
monthly premiums to cover the full cost of coverage.

New monthly premiums have been calculated.  For the basic
medical, prescription drug and dental coverages, the Debtors will
pay 80% of the cost and the Retiree will pay the remaining 20%.

Under the Agreement, Medicare eligible Retirees will continue to
have Company reimbursement of monthly Medicare Part B premiums
and existing life insurance coverage.

In exchange, the parties agree that the Part B reimbursement
for the majority of the retirees -- those who retired prior to
July 1, 1996 -- for which the 2006 premium is $88.50 per month,
will not exceed $175 per month in the future.  While this change
does not reduce the Company's current cost, it does provide some
future cost certainty with a maximum expense limitation.

Under the Agreement:

   (i) the Debtors will save on an annual basis approximately
       $11,000;

  (ii) the Retirees will gain added security for their future
       benefits; and

(iii) the need for the Debtors to pursue further relief with
       respect to Ionia GenCorp pursuant to Section 1114 will be
       eliminated.

A full-text copy of the Ionia Gencorp MOA is available for free
at http://ResearchArchives.com/t/s?b6e

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. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Posts $70.7 Mil. Net Loss for Year Ended March 31
------------------------------------------------------------------
MAIR Holdings, Inc., has deconsolidated Mesaba Aviation, Inc.,
doing business as Mesaba Airlines, its wholly owned subsidiary,
from its March 31, 2006, consolidated balance sheet and year-to-
date consolidated statement of operations and cash flows since
Mesaba's bankruptcy filing on Oct. 13, 2005.

                      MESABA AVIATION, INC.
                     Condensed Balance Sheet
                       As of March 31, 2006

                             ASSETS

Current Assets:
     Cash and cash equivalents                       $20,718,000
     Short-term investments                            3,262,000
     Restricted cash                                   6,782,000
     Accounts receivable, net of reserves             32,469,000
     Inventories, net                                  9,001,000
     Prepaid expenses and deposits                     5,998,000
     Deferred income taxes and other                           -
     Intercompany receivable from Holdings                54,000
                                                  --------------
Total current assets                                  78,284,000
                                                  --------------

Net property and equipment                            32,532,000
                                                  --------------
Non-current Assets:
     Long-term investments                             6,761,000
     Other assets, net                                   864,000
                                                  --------------

Total Assets                                        $118,441,000
                                                  ==============

             LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities
     Accounts payable                                 $8,638,000
     Accrued liabilities:
        Payroll                                       14,666,000
        Maintenance                                   17,250,000
        Deferred income                                2,962,000
        Other current liabilities                      9,468,000
                                                  --------------
Total current liabilities                             52,984,000
                                                  --------------
Other Non-current Liabilities                          2,547,000
                                                  --------------
     Total liabilities not subject to compromise      55,531,000
                                                  --------------
Liabilities Subject to Compromise                     59,973,000
                                                  --------------
Total liabilities                                    115,504,000
                                                  --------------
Shareholder's Equity:
     Paid-in capital                                  48,255,000
     Accumulated other comprehensive loss                (13,000)
     Retained earnings                               (45,305,000)
                                                  --------------
Total shareholder's equity                            $2,937,000
                                                  --------------
Total Liabilities and Stockholders' Equity          $118,441,000
                                                  ==============

                     MESABA AVIATION, INC.
               Condensed Statement of Operations
                  Quarter Ended March 31, 2006

Operating Revenues
     Passenger                                       $77,334,000
     Freight and other                                 8,885,000
                                                  --------------
Total operating revenues                              86,219,000
                                                  --------------
Operating Expenses
     Wages and benefits                               33,750,000
     Aircraft maintenance                             19,442,000
     Aircraft rents                                   19,618,000
     Landing fees                                      1,990,000
     Insurance and taxes                               1,419,000
     Depreciation and amortization                     2,671,000
     Administrative and other                         14,344,000
     Impairment and other charges                       (800,000)
                                                  --------------
Total operating expenses                              92,434,000
                                                  --------------
Operating Income (loss)                               (6,215,000)
                                                  --------------
Non-operating Income (Expense)
     Other non-operating income, net                     462,000
                                                  --------------
Income (Loss) before reorganization
     items and income taxes                           (5,753,000)

     Reorganization items, net                        20,239,000
                                                  --------------
Income (Loss) before income taxes                    (25,992,000)
                                                  --------------
Provision (benefit) for income taxes                  19,598,000
                                                  --------------
Net Income (loss)                                   ($45,590,000)
                                                  ==============

                      MESABA AVIATION, INC.
               Condensed Statements of Operations
                    Year Ended March 31, 2006

Operating Revenues
     Passenger                                      $373,031,000
     Freight and other                                35,783,000
                                                  --------------
Total operating revenues                             408,814,000
                                                  --------------
Operating Expenses
     Wages and benefits                              145,495,000
     Aircraft maintenance                             83,368,000
     Aircraft rents                                   92,948,000
     Landing fees                                      9,333,000
     Insurance and taxes                               6,346,000
     Depreciation and amortization                    12,243,000
     Administrative and other                         68,000,000
     Impairment and other charges                     31,206,000
                                                  --------------
Total operating expenses                             448,939,000
                                                  --------------
Operating income (loss)                              (40,125,000)
                                                  --------------
Non-operating Income (Expense)
     Interest income and other                         1,194,000

     Reorganization items, net                       (23,395,000)
                                                  --------------
Non-operating income, net                            (22,201,000)
                                                  --------------
Income (loss) before income taxes                    (62,326,000)
                                                  --------------
(Provision) Benefit for income taxes                  (8,408,000)
                                                  --------------
Net Income (Loss)                                   ($70,734,000)
                                                  ==============

                      MESABA AVIATION, INC.
                Condensed Statements of Cash Flows
                    Year Ended March 31, 2006

Cash Flows from Operating Activities
     Net (loss) income                              ($70,734,000)
     Adjustments to reconcile net (loss) income
     to net cash provided by (used in)
     operating activities:
        Depreciation and amortization                 12,243,000
        Amortization of investment discounts              44,000
        Amortization of deferred credits              (1,968,000)
        Loss on disposition of assets                     63,000
        Deferred income taxes                         11,246,000
        Impairment and other charges                  31,206,000
           Changes in current operating items:
              Accounts receivable                    (32,310,000)
              Inventories                              1,328,000
              Prepaid expenses and deposits           (1,221,000)
              Accounts payable and other              47,180,000
                                                  --------------
Net cash (used in) provided by operating
Before reorganization items                           (2,923,000)
                                                  --------------
Cash Flows from Reorganization Activities
     Reorganization items, net                       (23,395,000)
     Increase in damage claims                        20,066,000
     Impairment of property and equipment                528,000
     Reversal of accrued maintenance                  (4,239,000)
                                                  --------------
Net cash (used in) reorganization activities          (7,040,000)
                                                  --------------
Net cash (used in) provided by operating activities   (9,963,000)
                                                   --------------

Cash Flows from Investing Activities
     Purchases of investments                         (8,529,000)
     Sales of investments                             11,543,000
     Increase in restricted cash                      (6,782,000)
     Purchases of property and equipment              (8,101,000)
                                                  --------------
Net cash used in investing activities                (11,869,000)
                                                  --------------
Cash Flows from Financing Activities
     Capital contribution from MAIR Holdings, Inc.    22,193,000
     Dividends paid to MAIR Holdings, Inc.                     -
                                                  --------------
Net cash provided by (used in)
financing activities                                  22,193,000
                                                  --------------
Net Increase (Decrease)
in Cash and Cash Equivalents                             361,000
                                                  --------------
Cash and Cash Equivalents:
     Beginning of period, excluding restricted
        cash and cash equivalents                     20,357,000
                                                  --------------
     End of period, excluding restricted cash
        and cash equivalents                         $20,718,000
                                                  ==============

                       About Mesaba Aviation

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


MESABA AVIATION: Panel Hires Imperial Capital as Financial Advisor
------------------------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota authorized the Official Committee of
Unsecured Creditors appointed in Mesaba Aviation, Inc., dba Mesaba
Airlines', chapter 11 case, to retain Imperial Capital LLC, as its
financial advisors, nunc pro tunc to March 16, 2006.

According to Judge Kishel, with respect to any claim for
indemnification that may be asserted by Imperial, the Debtor and
Habbo G. Fokkena, the U.S. Trustee for Region 12, may challenge
the reasonableness of the amount of any indemnification claim and
the propriety of its payment by the Debtor's estate under the
terms of the indemnification provisions in the Engagement Letter.

In addition, the Creditors Committee and Giuliani Capital
Advisors, LLC, are authorized to modify Giuliani's Engagement
Letter, effective nunc pro tunc to March 16, 2006, including
maintaining the amount of the Monthly Advisory Fee at $125,000
for the duration of the Debtor's Chapter 11 case.

Any disputes relating to Imperial's provision of its professional
services provided before confirmation of the a plan in the
Debtor's Chapter 11 case will be brought before the U.S.
Bankruptcy Court for the District of Minnesota Court, or the U.S.
District Court for the District of Minnesota, if the District
Court agrees to withdraw the reference.

Any disputes that arise for Imperial's provision of Services
provided after confirmation of a Chapter 11 plan or dismissal of
the case, however, will be heard either before the Minnesota
Bankruptcy Court or the U.S. District Court for the Central
District of California.

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).


MICROHELIX INC: Posts $462,765 Net Loss in Quarter Ended March 31
-----------------------------------------------------------------
microHelix, Inc., reported financial results for the quarter ended
March 31, 2006.  The Company reported a $462,765 net loss on
$3,777,984 of sales for the three months ended march 31, 2006.  
This compares to a net loss of $130,135 on sales of $418,684 for
the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $6,650,852
in total assets and $6,586,910 in total liabilities.  The
Company's March 31 balance sheet also showed a working capital
deficit with current assets totaling $3,408,623 and current debts
totaling $5,282,812.  At March 31, 2006, the Company had an
accumulated deficit of $23,052,137.

Full-text copies of the Company's financial statements for the
quarter ended March 31, 2006, are available for free at
http://ResearchArchives.com/t/s?d02

                        Going Concern Doubt

Stonefield Josephson, Inc., in Los Angeles, California, raised
substantial doubt about microHelix, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the company's operating losses since inception,
and accumulated and working capital deficiency.  

                         About microHelix

microHelix, Inc. (OTCBB: MHLX) -- http://www.microhelix.com/--   
designs and manufactures cable assemblies for original equipment
manufacturers. The company's products are used in medical
ultrasound probes, patient monitoring devices, aerospace
components and video surveillance assemblies.


MICROHELIX INC: Inks Loan and Security Agreement with VenCore
--------------------------------------------------------------
microHelix, Inc., and its wholly-owned subsidiary, Moore
Electronics, Inc., entered into a Loan and Security Agreement and
a corresponding promissory note on June 22, 2006, with VenCore
Solutions LLC.

Pursuant to the Agreement, VenCore agreed to make loans from time-
to-time to microHelix and MEI in an aggregate principal amount not
to exceed $350,000.  The Note was executed in the amount of
$350,000.  microHelix and MEI will use the proceeds from the loan
for ongoing working capital expenses.

Pursuant to the Note, microHelix and MEI agree to pay VenCore
$14,175 per month, payable in 30 consecutive monthly installments,
beginning on July 15, 2006, with subsequent payments due on the
same day of each month thereafter.  A final payment of $35,000 is
due on January 15, 2009.  

In the event that microHelix or MEI defaults under the Agreement
or the Note, VenCore may accelerate the entire amount owing on the
Note.  Upon execution of the Note, microHelix and MEI prepaid the
first and thirtieth payments due under the Note, together with a
documentation fee of $3,500 and a refundable security deposit of
$35,000, which amounts were deducted from the proceeds of the
loan.

No other amounts may be prepaid under the loan and no amount which
is repaid may be reborrowed under the Agreement.  microHelix and
MEI granted a security interest to VenCore in certain computer and
communications equipment pursuant to the Agreement.  In addition,
microHelix granted VenCore a warrant to purchase up to 72,917
shares of its Common Stock at an exercise price of $0.48 per
share.  The warrant expires on June 22, 2016.

A full-text copy of the Loan and Security Agreement Number 1202,
dated June 22, 2006, between VenCore Solutions LLC and microHelix,
Inc. and Moore Electronics, Inc., is available for free at
http://ResearchArchives.com/t/s?d00

A full-text copy of the Promissory Note, dated June 22, 2006,
executed in favor of VenCore Solutions LLC by microHelix, Inc. and
Moore Electronics, Inc., is available for free at:

microHelix, Inc. (OTCBB: MHLX) -- http://www.microhelix.com/--   
designs and manufactures cable assemblies for original equipment
manufacturers. The company's products are used in medical
ultrasound probes, patient monitoring devices, aerospace
components and video surveillance assemblies.

                        Going Concern Doubt

Stonefield Josephson, Inc., in Los Angeles, California, raised
substantial doubt about microHelix, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the company's operating losses since inception,
and accumulated and working capital deficiency.  


NEW WEST: A.M. Best Says Financial Strength is Weak
---------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


NEXMED INC: Appealing Nasdaq Delisting Determination
----------------------------------------------------
NexMed, Inc. received a notice from Nasdaq indicating that it has
not regained compliance in accordance with Marketplace Rule
4450(e)(4) as the market value of its common stock has remained
below the minimum of $50,000,000 required for continued inclusion
in the Nasdaq National Market.  Accordingly, its common stock will
be delisted at the opening of business on July 7, 2006 unless
NexMed files a hearing request with the Nasdaq Listing
Qualifications Panel before July 5, 2006.

NexMed has filed the request for a hearing to appeal Nasdaq's
determination and its stock will continue to trade on the Nasdaq
National Market pending the final decision by Nasdaq.  A hearing
date has not yet been set by Nasdaq.

There can be no assurance that NexMed will be successful in its
efforts to remain on the Nasdaq National Market.  NexMed will not
be notified until the Nasdaq Listing Qualifications Panel makes a
formal decision.  If unsuccessful, NexMed intends to apply for
listing on the Nasdaq Capital Market where the continued listing
requirement is a lower threshold.

                           About NexMed

Headquartered in Robbinsville, New Jersey, NexMed, Inc. (NASDAQ:
NEXM) -- http://www.nexmed.com/-- an innovative drug developer,  
offers large pharmaceutical companies the opportunity to save
considerably on R&D costs, develop new patient-friendly
transdermal products, and extend patent lifespans and brand
equity, through participation in early stage licensing and
development partnerships.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 11, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt about
NexMed's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's recurring
losses and accumulated deficit.

At March 31, 2006, the Company had an accumulated deficit of
$120,593,914 and a net loss of $2,906,293.


NOVELIS INC: Extends Consent Requests for Senior Notes to July 12
-----------------------------------------------------------------
Novelis Inc. extended the expiration date in connection with its
consent solicitation relating to its 7-1/4% Senior Notes due 2015
(CUSIP Nos. 67000XAA4, C6780CAA1 and 67000XAB2) in order to allow
holders additional time to deliver their consents.  

Novelis is soliciting consents to proposed amendments to the
indenture pursuant to which the Notes were issued that would give
Novelis until Dec. 31, 2006, to become current in its reporting
obligations and a waiver of any and all defaults caused by its not
timely filing certain reports with the Securities and Exchange
Commission.  

The consent solicitation, which was scheduled to expire at 5:00
p.m., New York City time, on Friday, June 30, 2006, will now
expire at 5:00 p.m., New York City time, on Wednesday, July 12,
2006, unless extended to a later time or date.

Upon the terms and subject to the conditions of the consent
solicitation, holders of record as of 5:00 p.m., New York City
time, on June 21, 2006, who validly deliver and do not revoke
their consents prior to the Expiration Date, will receive an
initial consent fee for each $1,000 in principal amount of Notes
with respect to which consents are received equal to the product
of $15 multiplied by a fraction, the numerator of which is the
aggregate principal amount of Notes outstanding on the Expiration
Date and the denominator of which is the aggregate principal
amount of Notes as to which Novelis received and accepted
consents.  

If Novelis has not filed its Annual Report on Form 10-K for the
year ended Dec. 31, 2005, with the SEC by 5:30 p.m., New York City
time, on Sept. 30, 2006, Novelis will pay to these holders an
additional $5 for each $1,000 in principal amount of Notes as to
which Novelis has received and accepted consents.

The effectiveness of the proposed amendments and waiver and the
payment of the Consent Fees are subject to the receipt of valid
consents that are not revoked in respect of at least a majority of
the aggregate principal amount outstanding of the Notes.  

Holders of the Notes may revoke their consents at any time before
the proposed amendments and waiver become effective, but upon
receipt by Novelis of the consents of a majority of holders of the
Notes the waiver will become effective, a supplemental indenture
setting forth the amendments will be executed and consents may no
longer be revoked unless Novelis fails to pay holders the Consent
Fees.

Citigroup Corporate and Investment Banking is serving as the
solicitation agent for the consent solicitation.  Questions
regarding the consent solicitation may be directed to:

     Citigroup Corporate and Investment Banking
     Telephone (212) 723-6106
     Toll Free (800) 558-3745

The information agent for the consent solicitation is Global
Bondholder Services Corporation.  Requests for copies of the
Consent Solicitation Statement and related documents may be
directed to:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774
     Toll Free (866) 794-2200

                           About Novelis

Based in Atlanta, Georgia, Novelis Inc. (NYSE: NVL) (TSX: NVL) --
http://www.novelis.com/-- provides customers with a regional    
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc., and
its subsidiary, Novelis Corporation, under review for possible
downgrade.  In a related rating action, Moody's changed Novelis
Inc's speculative grade liquidity rating to SGL-3 from SGL-2.

Novelis Corporation's Ba2 senior secured bank credit facility
rating was placed on review for possible downgrade.

Novelis Inc.'s Ba3 corporate family rating; Ba2 senior secured
bank credit facility and B1 senior unsecured regular
bond/debenture were placed on review for possible downgrade.


OWENS CORNING: Asks Court to Approve $2.4-Billion Exit Financing
----------------------------------------------------------------
As a condition precedent to the occurrence of the effective date
of Owens Corning and its debtor-affiliates' Sixth Amended Plan of
Reorganization, the reorganized Debtors will have entered into and
will have credit availability under a binding exit facility in an
amount sufficient to meet their needs.

The Debtors seek the Court's authority to enter into an exit
facility pursuant to four separate documents, each dated June 29,
2006:

   a. Senior Credit Facilities Commitment Letter by and among
      Owens Corning, Citigroup Global Markets Inc., Bank of
      America, N.A., and Banc of America Securities LLC

   b. Joint Fee Letter by and among Owens Corning, Citigroup and
      BAS;

   c. Senior Credit Facility Agency Fee Letter; and

   d. Engagement Letter between Owens Corning and Citigroup.

The Exit Financing, combined with the proceeds of the Rights
Offering and other sources available as of the Effective Date,
will provide the Debtors with the funds necessary to implement
the Sixth Amended Plan and make distributions under it, Jeremy W.
Ryan, Esq., at Saul Ewing LLP, in Wilmington, Delaware, says.

According to Mr. Ryan, the Debtors, after examining financing
proposals from several parties, determined and were advised by
their financial advisors, Lazard Freres & Co. LLC, that the
proposals of Citigroup and BofA offer the most favorable terms.
The Debtors also believe those proposals meet their more
qualitative requirements.

Accordingly, the Debtors selected both Citigroup and BofA as
joint lead arrangers to provide the Exit Financing.  The parties,
Mr. Ryan asserts, negotiated each of the Exit Financing
Commitment Documents extensively, at arm's-length and in good
faith.

Pursuant to the Exit Financing Documents, the Commitment Parties
will provide the Debtors with $2,400,000,000 in post-emergence
financing, which will consist of:

   -- a $1,400,000,000 term loan facility; and

   -- a $1,000,000 revolving credit facility.

The financing will be available concurrently with the Effective
Date of the Sixth Amended Plan.

The Exit Financing Commitment Documents also contemplate that the
Debtors may undertake one or more securities offerings for which
Citigroup would serve as the joint lead underwriter of, joint
lead placement agent for, a joint lead purchaser of, and joint
lead book runner for, and reasonably acceptable to Citigroup.

The major terms of the Commitment Letter are:

   Conditions Precedent     * no discovery of materially
   to Citigroup's &           inconsistent information not
   BofA's Commitments         previously disclosed;

                            * the execution and delivery of
                              definitive documentation of the
                              Senior Credit Facilities -- the
                              Operative Documents;

                            * absence of an event reasonably
                              expected to result in a material
                              adverse change in the Debtors'
                              business or financial condition;
                              and

                            * the Debtors will not have failed to
                              coordinate in a manner reasonably
                              acceptable to the Commitment
                              Parties the issuance or syndication
                              or announcement of the contemplated
                              securities issuance, if it occurs,
                              which failure could reasonably be
                              expected to adversely affect the
                              syndication of the Senior Credit
                              Facilities.

   Syndication                The Commitment Parties reserve the
                              right to syndicate all or a portion
                              of their commitments to other
                              financial institutions, which will
                              become parties to the Operative
                              Documents.  The Debtors will take
                              all reasonable actions requested by
                              the Citigroup and BAS to assist in
                              forming a syndicate.

   Commitment Termination     Citigroup's and Bank of Americas'
                              commitments under the Commitment
                              Letter will terminate on the
                              earliest of:

                              * July 31, 2006, unless the Court
                                has approved the Commitment
                                Letter and Fee Letters;

                              * the date the Operative Documents
                                become effective; or

                              * 364 days after the date of the
                                Commitment Letter, unless the
                                transactions have been
                                consummated, the Operative
                                Documents entered into, and the
                                initial fundings have occurred.

   Indemnification            The Debtors will indemnify and hold
                              harmless the Commitment Parties and
                              the Lenders from all claims and
                              expenses incurred by or asserted
                              against them in connection with the
                              Commitment Letter or the Operative
                              Documents, unless there is a final
                              non-appealable finding of gross
                              negligence or willful misconduct by
                              the Indemnified Persons.  The
                              Indemnified Persons will not be
                              liable for special, indirect,
                              consequential or punitive damages.

   Costs and Expenses         The Debtors will jointly and
                              severally reimburse the Commitment
                              Parties for all reasonable costs
                              and expenses in connection with the
                              Senior Credit Commitment and
                              preparation, negotiation,
                              execution, and delivery of
                              Commitment Letter and Operative
                              Documents whether or not the
                              transactions are consummated and
                              all costs and expenses associated
                              with enforcement of the Commitment
                              Parties' rights and remedies under
                              the Commitment Letter.

   Assumption of              To the extent not otherwise paid by    
   Obligations                the Debtors, the obligations under
                              the Commitment Letter and the Fee
                              Letters will automatically be
                              assumed by, and constitute
                              obligations of, the reorganized
                              Owens Corning at the time the
                              Debtor emerges from bankruptcy.

   Purpose & Availability     The full $1.4 million maybe drawn    
   of Term Facility           in a single drawing on or after the
                              date on which the Operative
                              Documents are executed -- the
                              Closing, which the Debtors
                              contemplate occurring on the
                              Effective Date, upon Owens
                              Corning's request made by
                              January 31, 2007, or a date not
                              less than one month after the
                              Effective Date.  The proceeds of
                              the Term Facility will be used to
                              fund certain distributions under
                              the Sixth Amended Plan.

   Purpose & Availability     The proceeds will be used to
   of Revolving Facility      finance general working capital
                              needs and to pay certain other
                              items set forth in the Commitment
                              Letter.  Loans under the Revolving
                              Facility will be available on and
                              after the Closing Date anytime
                              before the final maturity of the
                              Revolving Facility, provided that
                              the aggregate principal amount
                              drawn on the Closing Date will not
                              exceed $100,000,000 and the
                              remainder of $400,000,000 minus the
                              aggregate principal of gross cash
                              proceeds received by Owens Corning
                              in the contemplated Securities
                              Offerings, if any, on the Closing
                              Date, provided that as of the
                              Effective Date, the aggregate Exit
                              Facility Amount whether drawn from
                              under the Term Facility or the
                              Revolving Facility or otherwise,
                              will not exceed $1.8 billion.  A
                              portion of the Revolving Facility
                              will be available for the issuance
                              of Letters of Credit while another
                              portion will be available for
                              swingline loans, which will reduce
                              availability under the Revolving
                              Facility on a dollar-for-dollar
                              basis.

   Maturity & Amortization    The Term Facility and the Revolving
                              Facility will mature five years
                              after the Closing Date.

   Prepayments & Reductions   Other than advances made at Owens
                              Corning's option under a
                              competitive bid facility, loans
                              may be prepaid and commitments
                              reduced by Owens at any time
                              without penalty of fees.  Mandatory
                              prepayments or commitment
                              reductions under the Senior Credit
                              Facilities include 100% of net cash
                              proceeds of all non-ordinary course
                              asset sales or dispositions of
                              property, subject to Owens
                              Corning's right to reinvest and
                              other exceptions, and 100% of the
                              net proceeds of issuance of debt
                              obligations of Owens Corning and
                              subsidiaries, subject to limited
                              exceptions to be agreed.

Aside from the fee and expense reimbursements, the primary fees
and expense provisions associated with the Senior Credit
Facilities are addressed in the Fee Letters, Mr. Ryan relates.  

The Debtors believe that the most critical aspect of the Joint
Fee Letter is the underwriting fee based on the aggregate amount
of the Senior Credit Commitment.  The Underwriting Fee is payable
on the date the Operative Documents are executed and delivered.  

In addition, if the Debtors ultimately execute the transactions
contemplated in the Exit Financing Commitment Documents with a
financial institution other than the Commitment Parties before
the Commitment Letter is terminated, the Underwriting Fee, less
the amount of any upfront underwriting fees paid to the
Commitment Parties in connection with the other transactions,
will immediately be due to the Commitment Parties when the
transactions occur.

The Commitment Letter also includes customary fees for a facility
or transaction of the same type, Mr. Ryan tells the Court.  The
Agency Fee Letter provides that Citigroup will receive a $50,000
annual administrative fee.

The Engagement Letter contemplates that Citigroup will serve as
the lead underwriter of, or joint lead placement agent for, or
joint lead initial purchaser of, and joint lead book runner for
any securities offerings contemplated by the Debtors pursuant to
the Sixth Amended Plan.  The potential Securities Offerings
transaction, would consist of one or more offerings of securities
prior to, concurrently with, or within six months after the
Debtors' exit from bankruptcy.  The offerings would be intended
to generate gross cash proceeds of at least $400,000,000, with
proceeds in excess of that amount to be used to repay or reduce
the Term Facility contemplated as part of the Senior Credit
Facilities.  The Engagement Letter also contains various
provisions related to indemnification, fees and expenses and
termination.

To protect the confidential information contained in the Exit
Financing Documents, the Debtors seek the Court's authority to
file the loan documents under seal.  The Debtors will disclose
the documents to the United States Trustee, the Committees, the
Plan Proponents and any other parties-interest as the Court
orders.  

Mr. Ryan explains that among others, the Exit Financing Documents
contain proprietary pricing information that, if disclosed to the
underwriting and financing marketplace, would impair the
Commitment Parties' ability to compete for future underwriting
and exit financing transactions.

The Debtors propose to disclose a redacted version of the
Commitment Letter to parties-in-interest that execute a
confidentiality agreement, subject to the consent of the
Commitment Parties.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--    
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.  
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 134; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Nine Parties Objects to Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider approval of the Sixth Amended Disclosure Statement
explaining the Sixth Amended Plan of Reorganization of Owens
Corning and its debtor-affiliates on July 10, 2006.

These parties-in-interest object to the approval of the Disclosure
Statement:

   1. The United States Department of Labor;

   2. Baron & Budd;

   3. Weitz & Luxenberg;

   4. Waters & Kraus;

   5. The ACE Insurers;

   6. The Bank of New York;

   7. The Ad Hoc Committees of Trade Claim Holders of Owens
      Corning Delaware and the Subsidiary Companies;

   8. The Ad Hoc committee of certain preferred and equity
      security holders; and

   9. Schultze Asset Management, LLC.

                        Issues on Adequacy

Sections 1125(a) and (b) of the Bankruptcy Code require a
disclosure statement to provide adequate information to enable a
hypothetical investor of the relevant class to make an informed
judgment about the proposed plan.

a. Baron & Budd, et al.

Law firms Baron & Budd, Weitz & Luxenberg and Waters & Kraus
object to the adequacy of the information contained in the Sixth
Amended Disclosure Statement.  The law firms assert that the
Disclosure Statement has blanks, empty schedules and ambiguities.  
As example, the law firms point out this section of the
Disclosure Statement:

   "[T]he Plan now provides for a resolution of issues concerning
   the Administrative Deposits and Investment Proceeds.  See
   Section _______ of the Disclosure Statement entitled  
   ___________."

"The Disclosure Statement should be amended to fill in the
blanks and clarify this statement," Daniel K. Hogan, Esq., at
Stutzman Bromberg Esserman & Plifka, A Professional Corporation,
in Wilmington, Delaware, contends.

Furthermore, the Law Firms note that the Disclosure Statement
does not provide an equivalent statement in the definition of
FB Reversions.  The Disclosure Statement, Mr. Hogan tells the
Court, should reveal what is to happen in the event Class A5
rejects the Plan, and how NSP Administrative Deposit Accounts in
respect of FB claims are to be dealt with.

Accordingly, the Law Firms ask the Court to direct the Debtors to
amend or supplement the Disclosure Statement to remedy the
deficiencies.

The Law Firms represent various asbestos personal injury
claimants in the Debtors' cases.

b. ACE Insurers

Creditor Pacific Employers Insurance Company and other members of
the ACE group of companies complain that the Sixth Amended
Disclosure Statement does not contain adequate information
concerning the treatment of the insurance policies issued by PEIC
and other ACE Insurers.

The ACE Insurers provide insurance coverage to the Debtors and
their non-debtor subsidiaries under various insurance policies.  
They assert that the Debtors have ongoing and continuing
obligations under the insurance policies, including payables for
certain loss and claim administration expense and obligations to
provide collateral to secure those obligations.

Among others, the ACE Insurers assert these deficiencies in the
Disclosure Statement:

   -- The Disclosure Statement does not clearly indicate whether
      the ACE Insurers' insurance policies and related agreements
      are to be treated as non-executory prepetition contracts,
      or executory prepetition contracts that will be assumed, or
      executory prepetition contracts that will be rejected, or
      an administrative claim or ordinary business expense
      obligation because most of the coverage is being provided
      postpetition;

   -- There are no "Reservation of Rights" provisions that
      preserve the rights of the ACE Insurers under their
      insurance policies; and

   -- The Disclosure Statement do not expressly state that the
      reorganized Debtors will perform the insured's obligations
      under the insurance policies.  

c. Ad Hoc Trade Claim Committees

The Ad Hoc Committees of Trade Claim Holders of Owens Corning
Delaware and the Subsidiary Companies tell Judge Fitzgerald that
the Sixth Amended Disclosure Statement is devoid of virtually any
information that would support the Sixth Amended Plan's proposed
payment scheme, or justify the disparate treatment regarding
postpetition interest.

Among others, the Ad Hoc Trade Claim Committees assert that the
Disclosure Statement fails to include the most fundamental
financial information.

"[D]etailed discussions of the operating performance for each
individual Debtor throughout the cases, their current operating
performance and their financial projections on an individual
basis, are missing," James C. Carignan, Esq., at Pepper Hamilton
LLP, in Wilmington, Delaware, points out.

The Ad Hoc Trade Claim Committees also contend that the
Disclosure Statement is deficient in that it:

   -- fails to provide information regarding the specific nature
      and type of Senior Indebtedness Claims that are included in
      Class A6-B and are entitled to the benefit of the MIPS'
      subordination provisions; and

   -- does not disclose that the Ad Hoc Trade Claim Committees,
      which comprises approximately 17% of the amount of claims
      in Class A6-B, does not support the Sixth Amended Plan and
      believes that the Plan was filed in bad faith and in breach
      of fiduciary duties owed by the Official Representatives to
      the holders of OCD Trade Debt.

Accordingly, the Ad Hoc Trade Claim Committees ask the Court to
deny approval of the Disclosure Statement or, in the alternative,
require that the Disclosure Statement be modified.

d. Schultze

Schultze Asset Management, LLC, contends that the Sixth Amended
Disclosure Statement cannot be approved in accordance with
Section 1125 because it misrepresents or omits material
information that parties-in-interests need to properly evaluate
the Sixth Amended Plan.

According to J. Cory Falgowski, Esq., at Reed Smith LLP, in
Wilmington, Delaware, the Disclosure Statement does not provide
adequate information for creditors to make an informed decision.  
The Disclosure Statement, Mr. Falgowski says, contains deficient
information with regard to recent settlements and any conflicts
of interest among:

   1.  parties to the Plan Support Agreement who may vote in
       favor of the Plan, on the one hand; and

   2.  Class A5 creditors who are not party to the Agreement and
       will not vote in favor of the Plan, on the other.

Furthermore, Schultze asserts, the Disclosure Statement fails to
disclose adequately, if at all:

   -- how the proposed settlement of the bank debt disputes and
      causes of action is reasonable, fair and equitable;

   -- the basis, if any, for settling with warring factions
      within the Debtors' prepetition preferred securities and
      equity by violating the absolute priority rule and granting
      valuable distributions to Classes A11 and A12 when senior
      creditors are impaired; and

   -- the business and legal justifications, if any, for
      separately classifying and providing wildly disparate
      recoveries to bondholders in Class A5 and other senior
      creditors in Class A6-B.

Schultze holds more than $60,000,000 in face amount of notes
classified in Class 5A under the Sixth Amended Plan.

                          Broad Releases

Elaine L. Chao, secretary of the U.S. Department of Labor,
complains that the Sixth Amended Disclosure Statement provides
overly broad release language for parties other than the Debtors.  

The U.S. Labor Department proposes that the Debtors' Sixth
Amended Plan and Disclosure Statement explicitly exclude third
party non-debtors who are fiduciaries under the Employee
Retirement Income Security Act of 1974.  The Bankruptcy Court,
Ms. Chao explains, does not have subject matter jurisdiction to
release those parties from ERISA liability.  Furthermore, ERISA
voids an instrument that relieves a fiduciary from liability.

                      Proposed Modifications

Marc J. Phillips, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, relates that the ad hoc committee of
certain preferred and equity security holders has discussed with
the Debtors the need for the Sixth Amended Plan and Disclosure
Statement to incorporate certain modifications.  

The Ad Hoc Committee proposed changes so the Sixth Amended Plan
and Disclosure Statement will reflect the terms of the Settlement
Term Sheet.  The changes, Mr. Phillips says, also conform to the
terms of the Court's order approving the Plan Voting Procedures.

The Debtors have not yet confirmed that the requested
modifications will be made, Mr. Phillips tells the Court.  

Accordingly, in light of the deadline to respond to the
Disclosure Statement and in an abundance of caution, the Ad Hoc
Committee filed an objection so the Court may include its
proposed modifications before approving the Disclosure Statement.

Among others, the Ad Hoc Committee wants the Plan and Disclosure
Statement to make it clear that:

   -- only holders of the issued and outstanding shares of
      existing Owens Corning common stock will be entitled to
      receive Class A12 Warrants;

   -- holders of Class A11 claims, for them to receive the Class
      A11 warrants, does not require Plan acceptance by Classes
      A7, A10 or A11; and

   -- acceptance by Class A12 is not a precondition to holders of
      Class A12 Interests to receive the Class A12 Warrants.

                      MIPS-related Objection

The Bank of New York, as Successor Trustee, objects to the Sixth
Amended Disclosure Statement as it affects the MIPS Claims and
Interests.

James Gadsden, Esq., at Carter Ledyard & Milburn LLP, in New
York, notes that the Court directed that balloting be conducted
on an assumed basis that each Preferred Security translates to a
claim for $50, while the Sixth Amended Plan and Disclosure
Statement provides that the Class A11 Claims related to the MIPS
Claims and Interest will be allowed for approximately $253.2
million.

The claim, Mr. Gadsden asserts, should be allowed in the proper
amount so that proper allocation is made between the 6-1/2%
Debentures and the OCFBV Class A11 Claim, the other claim in the
class.  It should be clear that the holders of the Preferred
Securities will receive a distribution based on a claim of
approximately $64 for each Preferred Security representing the
aggregate claim on the 6-1/2% Debentures divided by the 3,963,000
Preferred Securities outstanding, Mr. Gadsden adds.

The Bank further complains that the Disclosure Statement fails to
describe the means of making the ultimate distribution to holders
of the Preferred Securities.

                        Informal Objections

The U.S. Securities and Exchange Commission and 10 individual
claimants submitted informal, undocketed objections to the Sixth
Amended Disclosure Statement.

The SEC, among others, challenges the applicability of Section
1145 of the Bankruptcy Code to the Rights Offering.  The
Commission also want deleted from the Disclosure Statement any
provision, which discloses that the Debtors intend to obtain, as
part of the confirmation order, a provision confirming that the
Section 1145 exemption applies to all New OCD Securities.

                    Debtors Address Objections

The Debtors disagree with some of the Objectors' assertion that
the Sixth Amended Disclosure Statement does not contain adequate
information.  

The Debtors insist that the Disclosure Statement contains
adequate information:

   -- by which creditors can understand the basis on which the
      payments to the Bank Debt Holders are premised;

   -- regarding the treatment of claims;

   -- concerning their operating performance during their Chapter
      11 cases, as well as other financing necessary for
      creditors to vote on a plan;

   -- by which creditors can understand the nature of the
      Subordination Action;

   -- by which creditors can understand the nature of claims
      raised by the Ad Hoc Committee of Equity and Preferred
      Shareholders, why the claims are proposed to be resolved by
      the Plan and the consideration provided;

   -- by which creditors can understand that no consideration is
      to be provided to subordinate classes unless Class A5 votes
      to accept the Plan; and

   -- by which creditors can understand the value of warrants
      being provided to parties in Classes A11 and A12-A, and the
      reason those warrants are provided.

Furthermore, the Sixth Amended Disclosure Statement contains a
detailed description of the substance and procedure of the Rights
Offering, J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, points out.  All parties who are entitled
participate in the Rights Offering will receive a package of
information relevant to the Offering, Ms. Stickles adds.

The Debtors believe that some concerns raised by the Objectors
are confirmation issues and not disclosure statement objections,
including:

   -- the U.S. Labor Department's concern that the release and
      exculpation language of the Disclosure Statement should
      explicitly exclude third party non-debtors who are ERISA
      fiduciaries;

   -- the issue raised by the Bank of New York regarding the
      Class A11 Claim for the 6-1/2% Debentures as not being
      properly quantified;

   -- the assertion that the Sixth Amended Plan is unconfirmable;

   -- the Ad Hoc Committee of trade Claim Holders' allegation
      that the Sixth Amended Plan was not proposed in goof faith;

   -- requests to revise some Plan provisions; and

   -- Schultze's contention that the Plan violates the absolute       
      priority rule.

Ms. Stickles tells the Court the Plan Proponents and Baron &
Budd, et al., are in the process of negotiating a resolution of
the treatment of Administrative Deposits and the other concerns
raised by the law firms.  The Debtors will supplement the terms
of the Plan accordingly.

The Securities and Exchange Commission's concerns have been
resolved subject to the SEC's approval of the Debtors' proposed
language modifying the Sixth Amended Disclosure Statement, Ms.
Stickles says.

The Debtors reserve the right to present all legal arguments and
defenses to the objections on July 10, 2006, at the Disclosure
Statement Hearing.

A full-text copy of a chart of the Debtors' responses addressing
the formal, docketed objections is available for free at
http://ResearchArchives.com/t/s?d05

A full-text copy of a chart of the Debtors' responses addressing
the informal, undocketed objections is available for free at
http://ResearchArchives.com/t/s?d06

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.  
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).   
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
(Owens Corning Bankruptcy News, Issue No. 134; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PETROHAWK ENERGY: Gets Requisite Consents for 9-7/8% Senior Notes
-----------------------------------------------------------------
Petrohawk Energy Corporation reported the pricing terms and
results to date of the cash tender offer and consent solicitation
for the outstanding $124,490,000 aggregate principal amount of its
9-7/8% Senior Notes due 2011.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked prior to 5 p.m. EDT on June 22,
2006 is $1,119.90, which includes a consent payment of $30.  

The total consideration was determined on the basis of a yield to
April 1, 2008 equal to the sum of:

   (1) the yield (based on the bid sale price) of the 4-5/8%
       U.S. Treasury Security due March 31, 2008, as calculated by
       Credit Suisse Securities (USA) LLC in accordance with
       standard market practice as of the Price Determination
       Date, which was 10 a.m. EDT on June 23, 2006, plus

   (2) a fixed spread of 0 basis points.  

The reference yield and the tender offer yield were 5.262%.  

Holders who tender their Notes following the Consent Date but
prior to the expiration date will be eligible to receive the total
consideration less the $30 consent payment.

In addition, Petrohawk also will pay accrued and unpaid interest
up to, but not including, the payment date on all Notes accepted
in the tender offer.  The payment date is expected to occur
promptly after the Notes are accepted by Petrohawk for purchase.

As of the Consent Date, tenders and consents had been received
from holders of $124.236 million in aggregate principal amount of
the Notes, representing approximately 99.80% of the outstanding
Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture governing the Notes have been
received, and a supplemental indenture to effect the proposed
amendments is expected to be executed.  

The proposed amendments, which will eliminate substantially all of
the restrictive covenants, certain events of default and related
provisions contained in the indenture, will become operative when
the tendered Notes are accepted for payment by Petrohawk, which is
expected to occur on or about July 12, 2006.

The tender offer remains open and is scheduled to expire at 5:00
p.m., EDT, on July 10, 2006, unless extended or earlier
terminated.  Withdrawal rights with respect to tendered Notes
expired as of the Consent Date.  Accordingly, holders may no
longer withdraw any Notes previously or hereafter tendered, except
as described in the Offer to Purchase and Consent Solicitation
Statement.  Both the tender offer and the consent solicitation are
subject to the completion of Petrohawk's pending merger with KCS
Energy, Inc.

Petrohawk has retained Credit Suisse Securities (USA) LLC to serve
as the Dealer Manager for the tender offer and the Solicitation
Agent for the related consent solicitation.  Computershare Trust
Company, N.A. serves as depositary for the tender offer, and
Georgeson Shareholder Communications, Inc. serves as Information
Agent for the tender offer.  Requests for documents, including
this week's amendment to the Offer to Purchase and Consent
Solicitation Statement, may be directed to:

     Georgeson Shareholder Communications, Inc.
     17 State Street, 10th Floor
     New York, NY 10004
     Telephone (800) 279-7074 or (212) 440-9800

Questions regarding the tender offer or consent solicitation also
may be directed to:

     Credit Suisse Securities (USA) LLC
     Eleven Madison Avenue
     New York, NY 10010
     (800) 820-1653 or (212) 538-0652

Petrohawk Energy Corporation (NASDAQ: HAWK) is an independent oil
and gas company engaged in the acquisition, development,
production and exploration of natural gas and oil properties
located in North America.  Petrohawk's properties are concentrated
in the East Texas/North Louisiana, Gulf Coast, South Texas,
Permian Basin, Anadarko and Arkoma regions.

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on independent exploration and production company Petrohawk
Energy Corp. to 'B' from 'B-'.  The ratings upgrade followed the
company's pending merger with KCS Energy Inc.

S&P also assigned a 'B-' rating to Petrohawk's $650 million senior
unsecured notes due 2013.  S&P ratings on Petrohawk were also
removed from CreditWatch with positive implications.  S&P said the
outlook is stable.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service upgraded the Corporate Family Rating
from B3 to B2, assigned a B3 rating to the company's $650 million
senior notes offering, upgraded the rating for the existing senior
notes ratings for Petrohawk Energy Corporation from Caa1 to B3.  
Moody's also affirmed the SGL-3 rating for Petrohawk, confirmed
the KCS B2 Corporate Family Rating, and the B3 rating on
$275 million of senior notes for KCS Energy that will remain in
place and will be assumed by Petrohawk.  Moody's said the outlook
is stable.


PHIBRO ANIMAL: Commences Tender Offers for Three Senior Notes
-------------------------------------------------------------
Phibro Animal Health Corporation and PAHC Holdings Corporation,
its parent, commences tender offers for any and all 13% Senior
Secured Notes due 2007 issued by PAHC and Philipp Brothers
Netherlands III B.V., 9-7/8% Senior Subordinated Notes due 2008
issued by PAHC and 15% Senior Secured Notes issued by Holdings,
and the solicitation of consents to amend the indentures governing
the Existing Notes.  

The tender offers and consent solicitations are being made in
accordance with the terms and subject to the conditions stated in
an Offer to Purchase and Consent Solicitation Statement dated
June 30, 2006.  Each tender offer and consent solicitation is
scheduled to expire at 11:59 p.m., New York City time, on July 28,
2006, unless extended or earlier terminated.

PAHC and Holdings are commencing the tender offers to acquire all
of the outstanding Existing Notes and replace such indebtedness
with new indebtedness.  Concurrently with the commencement of the
tender offers, PAHC is seeking to refinance the Existing Notes
through a private placement of its senior notes.  

In addition, PAHC is seeking to enter into a new domestic senior
credit facility pursuant to a commitment received from a lender.  
Net proceeds received from such new senior notes and, if needed,
borrowings under such new domestic senior credit facility, would
be used to purchase the Existing Notes validly tendered and not
validly withdrawn pursuant to the tender offers and accepted for
payment, and to repay debt outstanding under PAHC's existing
domestic senior credit facility.  In connection with such
refinancing of the Existing Notes, Holdings would be merged into
PAHC, with PAHC as the surviving entity.

The total consideration to be paid in cash for each $1,000
principal amount of validly tendered 13% Notes will be based on
the 2.875% U.S. Treasury Note due Nov. 30, 2006.  This total
consideration includes a $10 consent payment for holders who
tender their 13% Notes and deliver their related consents on or
prior to 5 p.m., New York City time, on July 14, 2006 (unless
extended or earlier terminated).

The total consideration to be paid in cash for each $1,000
principal amount of validly tendered 9-7/8% Notes will be a fixed
price of $1,004.40 which includes a $4.40 consent payment for
holders who tender their 9-7/8% Notes and deliver their related
consents on or prior to 5 p.m., New York City time, on July 14,
2006 (unless extended or earlier terminated).

The total consideration to be paid in cash for each $1,000
principal amount of validly tendered 15% Notes will be a fixed
price of $1,158.70, which includes a $8.70 consent payment for
holders who tender their 15% Notes and deliver their related
consents on or prior to 5 p.m., New York City time, on July 14,
2006 (unless extended or earlier terminated).

In addition, holders of the Existing Notes who validly tender
their Existing Notes and whose Existing Notes are accepted for
payment will be eligible to receive accrued and unpaid interest up
to, but not including, the payment date.

The principal purpose of the consent solicitations is to approve
proposed amendments to eliminate or modify substantially all of
the restrictive covenants, certain events of default and certain
other provisions contained in the indentures governing the
Existing Notes so that the indentures, after giving effect to the
proposed amendments, do not restrict PAHC from incurring
indebtedness, such as its new senior notes and domestic senior
credit facility, and merging Holdings into PAHC.  

Whether or not the consent solicitations are successful, PAHC and
Holdings intend to defease or redeem the Existing Notes not
purchased in the tender offers in connection with the new
financing described above.

Each tender offer is conditioned upon, among other things,
completion of the new financing described above, the receipt of
valid tenders and consents of a majority in aggregate principal
amount of the outstanding notes of the applicable series and the
satisfaction of the other conditions set forth in the Offer to
Purchase and Consent Solicitation.  A more comprehensive
description of the tender offers and consent solicitations can be
found in the Offer to Purchase and Consent Solicitation Statement
and the related Letter of Transmittal dated June 30, 2006.

PAHC and Holdings have retained UBS Securities LLC to act as
Dealer Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to:

     Attn: Liability Management Group
     UBS Securities LLC
     Toll Free (888) 722-9555 x4210

Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and related documents, and assistance
relating to the procedures for delivering Existing Notes and
consents may be obtained by contacting the Information Agent and
Depositary:

     MacKenzie Partners, Inc.
     Telephone (212) 929-5500 (collect)
     Toll Free (800) 322-2885 (toll free)

Headquartered in Ridgefield Park, New Jersey, Phibro Animal Health
Corporation -- http://www.philipp-brothers.com/-- manufactures  
and markets a broad range of animal health and nutrition products,
specifically medicated feed additives and nutritional feed
additives, which it sells throughout the world predominantly to
the poultry, swine and cattle markets.  MFAs are used preventively
and therapeutically in animal feed to produce healthy animals.  
PAHC is also a specialty chemicals manufacturer and marketer.

At March 31, 2006, Phibro Animal Health Corporation's balance
sheet showed a $48,865,000 stockholders' deficit compared to a
$44,924,000 deficit at June 30, 2005.


PREDIWAVE CORP: Wants to Hire Klee Tuchin as Bankruptcy Counsel
---------------------------------------------------------------
PrediWave Corporation asks the U.S. Bankruptcy Court for the
Northern District of California for permission to hire Klee,
Tuchin, Bogdanoff & Stern LLP as its reorganization counsel
effective as of May 29, 2006.

The Court had denied the Debtor's application to employ Latham &
Watkins as bankruptcy counsel and special litigation counsel.  The
Court, however, indicated that it would be willing to entertain an
application to retain L&W as special litigation counsel for the
Debtor.

KTB&S is composed of attorneys who limit their practice to the
areas of reorganization, bankruptcy, general commercial
litigation, general corporate law, financings and acquisitions.  
All attorneys comprising or associated with KTB&S who will render
services in this case are duly admitted to practice law in the
courts of the State of California and in the United States
District Court for the Northern District of California.

KTB&S will:

   a. advise the Debtor regarding matters of bankruptcy law;

   b. represent the Debtor in proceedings or hearings in Court
      involving matters of bankruptcy law;

   c. assist the Debtor with the negotiation, documentation and
      any necessary Court approval of transactions concerning
      property of the Debtor's estate;

   d. assist the Debtor in the negotiation, preparation,
      confirmation, and implementation of a plan of reorganization
      or liquidation; and

   e. advise the Debtor concerning the requirements of the
      Bankruptcy Code, and federal and local rules relating to the
      administration of this case, and the effect of this case on
      the Debtor's operations.

Thomas E. Patterson, Esq., a partner at KTB&S, disclosed that he
charges $650 per hour for his services.  Helping him would be
Michael Tuchin, Esq., who charges $650 per hour, and Jonathan
Shenson, Esq., who charges $475 per hour.

Mr. Patterson assured the Court that the 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.

Apart from KTB&S, the Debtor will require additional counsel,
including a special litigation counsel.  The Debtor wants to hire
L&W to represent the Debtor in connection with certain cases
including a lawsuit commenced by the Debtor against Messrs. Jimmy
Li and Fu Sze Shing in the Los Angeles County Superior Court, Case
No. BC319755, for breach of fiduciary duty, unfair competition,
tortuous interference with contract, tortuous interference with
prospective business advantage and declaratory relief.

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $100 million in assets and more than
$100 million in debts.


REFCO INC: Court Says SPhinX Need Not Comply with Subpoenas
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied the request of Merrill Lynch International, SPhinX Access
LLC, SPhinX Access Ltd., Raymond James & Associates, Raymond James
Financial Services, Rydex Capital Partners LLC and Rydex Capital
Partners SPhinX Fund to compel SPhinX Managed Futures Funds SPC's
compliance with subpoenas and deposition notices, on the grounds
that:

   (i) The Subpoenas seeking discovery from SPhinX and its
       board of directors and outside counsel call for
       information irrelevant to the issues on the approval of
       the proposed settlement of an Adversary Proceeding
       between SPhinX and the Official Committee of Unsecured
       Creditors.

  (ii) Compliance with the Subpoenas would be unduly burdensome.

(iii) The Investors lack standing to object to the SPhinX
       Settlement Motion.

                         Investors Request

The Investors had sought information related to an agreement
between SPhinX and the Official Committee of Unsecured Creditors
appointed in Refco Inc., and its debtor-affiliates' cases, to
settle a preferential action the Committee filed against SPhinX.

Pursuant to the settlement, SPhinX agreed to return $263,000,000
of the $312,046,266 it received from Refco Capital Markets, Ltd.,
days before the bankruptcy filing, and waive and release certain
claims against the Debtors.

The Investors objected to the settlement, arguing that it was not
fair and equitable, and is not in the public interest.  The
Investors said they stand to lose millions of dollars as a result
of the settlement.

The Investors served a series of discovery requests on persons
and entities with knowledge of the facts pertinent to the
settlement agreement to ascertain the facts that played into
SPhinX's capitulation, and to test the settling parties'
assertions of fairness, equity, lack of collusion and adequate
representation.

The Investors, however, have been stonewalled in their effort.

SPhinX, RAI and Mr. Butt have asked the Court to quash the
Investors' subpoenas because the Investors have no right to be
heard in connection with the proposed settlement, and hence no
right to information about it.  RAI said the Investors are not
creditors or equity holders of the Debtors and, therefore, do not
have standing.

SPhinX has refused to produce its two directors -- the
individuals who approved the settlement on SPhinX's behalf -- in
response to deposition notices.

PlusFunds served the Investors with a one-sentence "objection"
the day before the subpoena's return date and refused to produce
a witness.

Marc T.G. Dworsky, Esq., at Munger, Tolles & Olson LLP, in Los
Angeles, California, asserts that the Investors have a right to
be heard under the "party in interest" provisions in Section
1109(b) of the Bankruptcy Code.  The Investors are the ones
paying the price of the proposed settlement.  Being an investment
vehicle, SPhinX is not parting with a cent of its own money to
fund the settlement.

Mr. Dworsky also tells the Court that, although SPhinX is duty-
bound to represent the Investors' interests, it instead seeks to
sacrifice those interests in the service of the "utterly
illegitimate interests" of the SPhinX board of directors and
their allies at Refco.

After repeatedly reassuring the Investors that it would
vigorously protect their interests in the preference action, Mr.
Dworsky relates that SPhinX unceremoniously ditched all of its
pleaded defenses on the eve of a summary judgment hearing in the
preference action.  Instead of simply conceding defeat in that
action, SPhinX also abandoned its claim under Section 502(h) of
the Bankruptcy Code for about half its value.

The Investors have learned that while SPhinX was run entirely by
PlusFunds, over the course of the preference action, Refco came
to own PlusFunds as a result of Christopher Sugrue's defaulting
on over $200,000,000 of never disclosed loans to him by Refco
that were secured by all of PlusFunds' stock.  Mr. Sugrue is a
director at SPhinX and chairman and co-founder of PlusFunds.

These developments naturally raised many very red flags, Mr.
Dworsky states.

Various Merrill Lynch entities including (i) SPhinX Access LLC
and SPhinX Access Ltd., two feeder funds sponsored by Merrill
Lynch Alternative Investments LLC, which, through their
investments in SPhinX On-Shore Investment Fund LLC and SPhinX
Ltd., respectively, have approximately $17,000,000 in exposure to
SPhinX; and (ii) Merrill Lynch International has approximately
$8,000,000 in exposure to SPhinX, through direct investments in
SPhinX Ltd.

Customers of Raymond James, through their investments in the
SPhinX Investment Fund, LP, SPhinX, Ltd., and the S&P Managed
Futures Index Fund, LP, have almost $16,000,000 in exposure to
SPhinX.

The Rydex entities, through their investments, have between
$18,000,000 to $22,000,000 in exposure to SPhinX.

Masonic Hall & Asylum Fund supports Merrill Lynch, et al.'s
request.

                      SphinX & RAI Objections

(1) SPhinX

On behalf of SPhinX Managed Futures Fund SPC, David A. Crichlow,
Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, tells
the Court that the Investors are trying to pursue a sweeping
fishing expedition to explore each of their theories about how
SPhinX supposedly acted in bad faith in connection with the
settlement.

Mr. Crichlow notes that the Creditors Committee has voluntarily
provided the Investors with all discovery taken in the preference
action, and the Investors already have access to the court papers
on the docket.  He contends that access to the full litigation
record is sufficient for the Investors to evaluate the proposed
settlement -- to the extent they have any standing to even do so.

The Investors may be displeased with the terms of the settlement,
but their displeasure flows from the perceived injury to their
indirect equity interests in SPhinX flowing therefrom, according
to Mr. Crichlow.  The Investors are not being forced to "fund"
the settlement; rather, they made the decision long ago to "fund"
SPhinX, Mr. Crichlow says.

(2) RAI

Refco Alternative Investments, LLC, and its president, Richard
Butt, insist that the subpoenas should be quashed because the
SPhinX Investors do not have standing.  

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, points out that any breach of fiduciary
duty that the Investors may wish to have addressed is a breach of
fiduciary duty by SPhinX, not the Debtors.  Any remedies for that
breach should be sought from SPhinX, not from the Debtors, and
not in the Bankruptcy Court.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

Refco Capital Markets Ltd. is Refco's operating subsidiary based
in Bermuda.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Official Committee Wants 22 Respondents to Produce Docs
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Refco,
Inc., and its debtor-affiliates cases, asks the U.S. Bankruptcy
Court for the Southern District of New York to compel 22
respondents to produce documents on or before the date that is
30 days after a corresponding subpoena is served.

The Court had previously authorized the Committee to serve
subpoenas calling for production of documents on 16 individuals
and entities regarding Refco, Inc.'s operations.  The Committee
has been pursuing discovery from the subpoena recipients.

Based on the Debtors' public statements, the criminal complaint
for securities fraud filed against Phillip R. Bennett, and the
Committee's preliminary investigation, the Committee has learned
of additional persons and entities who likely have information
relevant to:

   (i) the Debtors' property and its location;

  (ii) the assets, liabilities and financial condition of the
       Debtors;

(iii) matters that may affect the administration of the
       Debtors' estates; and

  (iv) the identification and prosecution of certain potential
       claims against third parties by a representative of the
       Debtors' estates.

The 22 Respondents are:

   * Arthur Anderson, LLP;
   * Delta Flyer Fund, LLC/Eric M. Flanagan;
   * Micky Dhillon & the Jasdeep Dhillon Trustee MSD Family Trust;
   * Thomas Dittmer;
   * Ernst & Young LLP;
   * Stephen Grady;
   * Thomas Hackl;
   * Ingram Micro Inc.;
   * Mark Kavanagh;
   * Dennis Klejna;
   * Levine Jacobs and Co. LLC;
   * Eric Lipoff;
   * McDermott Will & Emery;
   * Joseph Murphy;
   * Frank Mutterer;
   * Victor Niederhoffer/Niederhoffer Investments Inc.;
   * Sean O'Shea and Edward McElwreath;
   * PricewaterhouseCoopers, LLP;
   * William M. Sexton;
   * Philip Silverman;
   * Chris Sugrue; and
   * David Weaver.

Specifically, the Committee seeks discovery from the Respondents
with respect to, among other things:

   -- a previously undisclosed receivable owed to the Debtors
      by Refco Group Holdings, Inc., for approximately
      $430,000,000;

   -- the Debtors' accounting and regulatory policies;

   -- the financial dealings of the Respondents with the Debtors
      and with Mr. Bennett, RGHI, or any of the Recipients of
      the Initial Rule 2004 Subpoenas;

   -- insider payments received by the Respondents; and

   -- any claims arising out of an internal public offering and a
      Leveraged Recapitalization.

Scott A. Edelman, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, tells Judge Drain that the requested documents will
provide the Committee with information to properly discharge its
duties to the unsecured creditors under Section 1103(c) of the
Bankruptcy Code.

Mr. Edelman asserts that the requested discovery is narrowly
tailored to the factual matters raised or implicated by various
issues and events that precipitated the Debtors' Chapter 11
cases.  These requests are, however, broad enough to permit the
Committee to perform the investigation it is obligated to
perform.

Mr. Edelman adds that compliance with the Rule 2004 document
requests by the Respondents will not be burdensome and can be
achieved without undue hardship in the time period requested.

A list of the Requested Documents is available at no charge at:

             http://ResearchArchives.com/t/s?ce3

The Committee reserves its right to seek to take depositions of
the Respondents at a future date and to serve supplemental and
additional document requests.

                  Committee and Ingram Stipulate

In a Court-approved stipulation, the Creditors Committee and
Ingram agree that the Committee will limit the scope of its
request for discovery from Ingram to all documents that Ingram
has provided to the Securities and Exchange Commission, any
Committee of Congress, any federal, state or other regulatory
authority or agency, any grand jury, or in any litigation or
arbitration concerning Refco or RGHI, without waiving or
prejudicing the Committee's right to seek the production of any
additional documents from Ingram.

The Committee and Ingram also agree that the production and
disclosure of any documents produced by Ingram will be governed
by the terms of a Protective Order governing the production and
use of confidential material, dated April 26, 2006.

                         About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a  
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

Refco Capital Markets Ltd. is Refco's operating subsidiary based
in Bermuda.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


RIVERSTONE NETWORKS: Equity Panel Wants to Investigate Morrison
---------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of RNI Wind Down Corporation, formerly known as
Riverstone Networks, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to compel Morrison &
Foerster LLP to produce documents in connection with the Debtors'
prepetition internal investigation into various accounting issues
involving certain former officers and directors.  

The Equity Committee is asking copies of documents relating to:

   (1) any conclusions, results, or analyses prepared by M&F;
   (2) any interviews conducted by or on behalf of M&F; and
   (3) all indices of documents, files, etc., created by M&F.

The Equity Committee sought for a Rule 2004 order after Morrison
did not respond to subpoenas from the Committee.

                     Morrison's Representation

Before the Debtors filed for bankruptcy, Morrison represented the
Debtors and some of the Debtors' officers and directors in a
securities litigation before the U.S. District Court for the
Northern District of California.  The litigation consisted of
class and derivative claims, both of which were settled.  

Morrison also represented the Debtors and the Debtors' directors
and officers in a related derivative lawsuit in the Santa Clara
County Superior Court.  The federal derivative litigation is
currently on appeal to the Ninth Circuit Court of Appeals.  The
state derivative action, which was resolved in connection with the
federal derivative settlement, is stayed.  

The Morrison firm also assisted the special committee of
Riverstone's Board of Directors in an internal review and
continues to represent the Company in responding to government
requests for information.  

The Bankruptcy Court gave broad authority to the Equity Committee
Security Holders to investigate and prosecute certain potential
causes of action.  The Debtors, the Official Committee of
Unsecured Creditors and the Equity Committee sought the order
after they negotiated with each other on how a plan of
reorganization will be drafted.  But Morrison questioned the order
saying it was handed down without giving Morrison the opportunity
to question whether it should be subjected to the Bankruptcy
Court's order.  Morrison's objections came at the heels of the
Equity Committee's subpoena asking the Morrison firm to produce
documents and to be subjected to a broad deposition.  Morrison
asked the Court to vacate the order.

Based in Santa Clara, California, Riverstone Networks, Inc.
-- http://www.riverstonenet.com/-- provides carrier Ethernet      
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, represents the Official Committee of Unsecured
Creditors.  The firm Brown Rudnick Berlack Israels LLP serves as
counsel to the Official Committee of Equity Security Holders.  As
of Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.  The Plan is scheduled for review
by the Bankruptcy Court in mid-September and distributions to
creditors and stockholders are expected to be made by the end of
September.


RIVERSTONE NETWORKS: Wants to Indemnify & Advance Costs to D&O's
----------------------------------------------------------------
RNI Wind Down Corp., fka Riverstone Networks, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware for permission to indemnify and advance defense costs
and expenses to their directors and officers in connection with
the investigation of the Debtors' conduct and affairs.

The Official Committee of Equity Security Holders, with the
Bankruptcy Court's authority, is investigating possible cause of
action.  On June 7, 2006, the Equity Committee subpoenaed some of
the Debtors' directors and officers for production of documents
and depositions.  The Securities and Exchange Commission is also
conducting its own investigation.  

Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, told the Court that the Debtors entered
into indemnification agreements with their executives.  Though
compliance with the indemnification agreements would be part of
the Debtors' ordinary course of business, they are asking the
Court's authority out of abundance of caution.

Based in Santa Clara, California, Riverstone Networks, Inc.
-- http://www.riverstonenet.com/-- provides carrier Ethernet      
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, represents the Official Committee of Unsecured
Creditors.  The firm Brown Rudnick Berlack Israels LLP serves as
counsel to the Official Committee of Equity Security Holders.  As
of Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.  The Plan is scheduled for review
by the Bankruptcy Court in mid-September and distributions to
creditors and stockholders are expected to be made by the end of
September.


ROYAL GROUP: Sells Common Stock to Georgia Gulf for $1.5 Billion
----------------------------------------------------------------
The Board of Directors of Royal Group Technologies Limited
recommended that shareholders approve a CDN$13 all cash
transaction to be implemented by way of a plan of arrangement.  
The Company entered into an agreement with Georgia Gulf
Corporation pursuant to which it will acquire all of
the common shares of Royal Group at a price of CDN$13 per share,
subject to, among other conditions, approval by shareholders of
Royal Group at a special meeting of shareholders.  The total value
of the transaction, including debt, is CDN$1.7 billion (US$1.5
Billion).

The all-cash transaction represents a 43.5% premium over Royal
Group's closing share price on the Toronto Stock Exchange of $9.06
on June 8, 2006.

Royal Group has been involved in a sale process since May 25,
2005, when its board disclosed that it would open a data room and
solicit bids from a broad group of potential acquirers.  Over 30
potential bidders signed confidentiality agreements and were
allowed access to the data room, with six potential bidders
receiving extensive management presentations.  The Georgia
Gulf transaction was the best transaction proposal to emerge from
the process.

Royal Group's board of directors, acting on the unanimous
recommendation of the special committee of independent directors
for the previously announced sale process, unanimously approved
the transaction and determined that the transaction is fair to
Royal Group's shareholders and is in the best interests of the
company.  The board of directors is recommending that Royal Group
shareholders vote in favor of the transaction.  Royal Group's
board of directors has received an independent opinion from BMO
Nesbitt Burns Inc. that the consideration is fair, from a
financial point of view, to Royal Group's shareholders.  Deutsche
Bank and Scotia Capital Inc. provided advisory services to the
board in connection with the transaction.

"This transaction creates significant immediate value for Royal
Group's shareholders and strengthens the company's business
through a combination with a strong, technologically advanced
force in the vinyl industry", commented Robert E. Lamoureux, Royal
Group's Chairman of the Board and chair of the special committee.  
"Nevertheless, this was not an easy decision for our board of
directors.  The company's management team and employees have been
working extremely hard over the last year in refocusing the
company and implementing the previously announced Management
Improvement Plan, while at the same time fully supporting the sale
process.  Our board recognizes that the Management Improvement
Plan has the potential to deliver long-term value for
shareholders.  However, after considering all the advantages and
disadvantages of this transaction versus pursuing the Management
Improvement Plan, including the risks and uncertainties associated
with the Plan, the board concluded that, this transaction is fair
and in the best interests of our shareholders and the company.  It
is also a transaction that will create real benefits for our
customers and employees", added Mr. Lamoureux.

Lawrence J. Blanford, Royal Group's President and C.E.O., added
that, "we are pleased to have a significant premium to the current
share price offered to our shareholders, which is a reflection of
the hard work the entire organization has put into the Management
Improvement Plan over the past year".

The transaction is to be carried out by way of a statutory plan of
arrangement and, accordingly, will be subject to the approval of
66-2/3% of the votes cast by Royal Group's shareholders at a
meeting of shareholders, currently anticipated to take place in
July, as well as court approval.

The closing is subject to certain other customary conditions,
including regulatory approvals.  The proposed transaction is
expected to close in Early September 2006.

                 About Georgia Gulf Corporation
    
Headquartered in Atlanta, Georgia, Georgia Gulf, (GGC - NYSE) --
http://www.ggc.com/-- manufactures and markets two integrated  
product lines, chlorovinyls and aromatics.  Georgia Gulf's
chlorovinyls products include chlorine, caustic soda, vinyl
chloride monomer and vinyl resins and compounds.  Georgia Gulf's
primary aromatic products include cumene, phenol and acetone.

             About Royal Group Technologies Limited

Headquartered in Ontario, Canada, Royal Group Technologies (RYG -
TSX; NYSE) -- http://www.royalgrouptech.com-- produces  
innovative, attractive, durable, and low-maintenance home
improvement and building products, which are primarily utilized in
both the renovation and new construction sectors of the North
American construction industry.  The Company has manufacturing
operations located throughout North America in order to provide
industry-leading service to its extensive customer network.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services said its 'BB' long-term
corporate credit and senior unsecured debt ratings on Woodbridge,
Ontario-based Royal Group Technologies Ltd. will remain on
CreditWatch with negative implications, where they were placed
March 16, 2006.  The continued CreditWatch follows Georgia Gulf
Corp.'s (BB+/Watch Neg/--) takeover proposal for CDN$1.7 billion,
including CDN$491 million of assumed net debt.


SAINT VINCENTS: Court Approves Assignment Agreement with KJMC
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the Assignment Agreement between Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates and
Kingsbrook Jewish Medical Center.

The Debtors had asked the Court for permission to enter into an
assumption and assignment agreement with KJMC and CBC Realty LLC,
successor-in-interest to CGB Principals Realty Associates.

That agreement provides for (i) the assumption by the Debtors of
their unexpired lease with CBC Realty for non-residential real
property located at 1205-1215 Sutter Avenue in Brooklyn, New York,
and (ii) the assignment of the Sutter Avenue Lease to KJMC.

KJMC's parent, Kingsbrook HealthCare System, Inc., contemplated
buying St. Mary's Hospital, Brooklyn, in mid-2004.  Kingsbrook
later withdrew its offer to operate St. Mary's after it failed to
obtain the financing it needed.

Unable to locate another suitable transferee for the hospital,
the Debtors closed St. Mary's on October 4, 2005.  As part of
their closure plan, the Debtors transferred five outpatient
family health centers formerly associated with St. Mary's to KJMC
to continue the provision of necessary healthcare to the Brooklyn
community.  The Clinics include the Sister Thea Bowman Family
Health Center, which is located at the Sutter Avenue Property.
The Sutter Avenue Clinic provides ambulatory health care
services.

In September 2005, the Debtors and KJMC entered into an agreement
granting KJMC a revocable license for use of the Sutter Avenue
Property for the operation of the Sutter Avenue Clinic.

Deryck A. Palmer, Esq., at Weil, Gotshal & Manges LLP, related
that the Debtors remain liable to CBC Realty for all obligations
arising under the Sutter Avenue Lease.  Pursuant to the Sutter
Avenue Lease, the Debtors are obligated to pay $11,250 per month
to CBC Realty as base rent, plus an estimated $8,000 per month
for utilities and taxes.

Pursuant to the License Agreement, however, KJMC reimburses the
Debtors on a monthly basis for rent and other expenses incurred
in connection with the Sutter Avenue Lease.  Although the License
Agreement expired on April 4, 2006, the Debtors and KJMC have
extended the License Agreement on a month-to-month basis, pending
negotiation, and approval by the Court of the Assignment
Agreement.

Mr. Palmer told the Court that KJMC negotiated with CBC Realty for
entry into a lease agreement that would replace the Sutter Avenue
Lease and name KJMC as tenant of the Sutter Avenue Property
instead St. Vincent's Catholic Medical Centers of New York.  On
January 26, 2006, CBC proposed terms for the New Lease to KJMC.  
KJMC accepted the offer, including a provision that the New Lease
would be deemed to have commenced on April 1, 2006.  KJMC's
acceptance was conditioned on the Sutter Avenue Lease being
terminated simultaneously with the commencement of the New Lease.

After discussions among SVCMC, KJMC and CBC Realty, the parties
determined that SVCMC's assumption of the Sutter Avenue Lease and
assignment of that lease to KJMC, as modified to reflect the terms
of the January 26 Offer, was the most effective means of
substituting KJMC for SVCMC as the tenant of the Sutter Avenue
Property.

Pursuant to the Assignment Agreement, SVCMC will assign and
transfer all of its right, title and interest as tenant in the
Sutter Avenue Lease to KJMC.  SVCMC will have no further
obligations under the Sutter Avenue Lease, other than the
obligation to pay prepetition rent due to CBC Realty equal to
$1,450 and to remedy boiler inspection and other regulatory
violations that have been assessed against the Sutter Avenue
Property in the approximate amount of $10,000.

According to Mr. Palmer, KJMC will assume performance of all
obligations arising out of the Sutter Avenue Lease and agrees to
pay rent reserved by the Sutter Avenue Lease from and after the
date of the Assignment Agreement in accordance with the Executory
Lease Modification Agreement, Interim Use and Occupancy Agreement
between KJMC and CBC Realty.  SVCMC is not a party to, nor does it
have any obligations under, the Lease Modification.

Furthermore, Mr. Palmer continued, pursuant to the Assignment
Agreement, KJMC will pay to SVCMC $16,750, which represents the
security deposit paid by SVCMC to CBC Realty pursuant to the
Sutter Avenue Lease.  KJMC will also continue to reimburse SVCMC
for any rent and operating expenses incurred by it under the
Sutter Avenue Lease through the date an order is entered
approving the Assignment Agreement.

To facilitate the operation of the Sutter Avenue Clinic, SVCMC
has agreed to sell certain equipment, located at the Sutter
Avenue Clinic, to KJMC for $21,600.  SVCMC is not required to
obtain Court approval of the de minimis equipment sale.

Mr. Palmer noted that the Assignment Agreement is beneficial to
the Debtors because it:

    (i) releases SVCMC from all future obligations under the
        Sutter Avenue Lease;

   (ii) avoid the potentially significant prepetition claim that
        could be asserted by CBC Realty against SVCMC if the
        Sutter Avenue Lease were rejected;

  (iii) provides for the return of the Security Deposit to SVCMC;
        and

   (iv) facilitates operation of the Sutter Avenue Clinic and the
        provision of healthcare services to the local community in
        furtherance of the Debtors' mission.

SVCMC does not believe, Mr. Palmer said, that it could derive
greater benefit from the Sutter Avenue Lease by retaining the
lease or by assigning the lease to a party other than KJMC.

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: Can Proceed with Staten Island Clinic Closures
--------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S Bankruptcy Court
for the Southern District of New York allowed Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates to
close Mariners Harbor Health Center and Port Richmond Family
Health Center in Staten Island pursuant to closure plans approved
by the New York State Department of Health.

                    Mariners Harbor Health Center

St. Vincent's Hospital, Staten Island currently operates Mariners
Harbor, an ambulatory clinic in leased premises at 2040 Forest
Avenue in Staten Island, New York.  Services provided at Mariners
Harbor include pediatrics, adult medicine/women's health, and
gynecology.  During 2006, there were approximately 4,040
outpatient visits to Mariners Harbor.  SV Staten Island incurred
an operating loss of $566,632 for Mariners Harbor in 2005.

After an assessment, the Debtors decided to close Mariners Harbor
as a result of its operating losses, changes in the healthcare
industry, and the determination that the clinic was not core to
the Debtors' ongoing operations, according to Andrew M. Troop,
Esq., at Weil, Gotshal & Manges LLP.

During the year before the Petition Date, the New York City
Health and Hospitals Corporation, a public benefit corporation
that oversees New York City's public health care system, engaged
in discussions with the Debtors concerning the Mariners Harbor
Site.  Coney Island Hospital, one of the hospitals operated by
HCC, operates a pediatric clinic, the Children and Adolescent
Health Center, located eight blocks from the Mariners Harbor Site
at 142 Brabant Street, Staten Island, New York.  HHC expressed an
interest in moving the HCC Clinic to the Mariners Harbor Site.

Subject to requisite approvals, the Debtors intend to close
Mariners Harbor on June 30, 2006, and HHC intends to close the
current site of the HCC Clinic and reopen the HCC Clinic at the
Mariners Harbor Site in early July 2006.

The Debtors have already notified the patients and employees of
Mariners Harbor about the closing.  The employees will be laid
off.  The Debtors intend to pay severance benefits to qualified
employees.

                 Port Richmond Family Health Center

SV Staten Island currently operates Port Richmond in leased
premises at 235-237 Port Richmond Avenue, Staten Island.  Port
Richmond is an ambulatory extension clinic that provides primary
care to its patients.  There are more than 10,000 patient visits
to Port Richmond on an annual basis.  SV Staten Island incurred
an operating loss of $1,424,981 for Port Richmond in 2005.

As with the Mariners Harbor Site, the Port Richmond Site was not
owned by the Debtors and was in disrepair.  The Debtors
determined that they were unlikely to be able to sell Port
Richmond on a going concern basis.  Mr. Troop tells the Court
that the Debtors decided to close the Port Richmond Site because
they can no longer afford to operate the clinic in light of its
significant operating losses.

According to Mr. Troop, the decision to close the Port Richmond
clinic was also due in part to a unique opportunity that
developed in the Spring of 2005, through a collaborative planning
process among the HHC, the City of New York Mayor's Office, and
the Debtors, to create a Federally Qualified Health Center for
Staten Island residents, specifically those who are uninsured or
medically underserved, at the Port Richmond Site.

The Debtors also intend to close Port Richmond on June 30, 2006.
The Richmond Community Support Organization, Inc., a voluntary
corporation, will establish and operate a diagnostic and
treatment center at the Port Richmond Site starting on July 1,
2006.  "The Debtors and RSCO are planning for a seamless
transition in patient care whereby medical care will continue to
be provided by the same staff, in the same facility, but by the
new operator," Mr. Troop says.  RCSO will be taking custody of
the medical records of the patients of Port Richmond.  The
Debtors have notified the patients of Port Richmond of the change
in operators.

All existing staff employed at Port Richmond will be offered
employment directly by the RCSO management.

"It is expected that RCSO will provide a broader range of medical
services that is currently offered at Port Richmond, and will
attract more patients to the Port Richmond Site.  In order to
accommodate the expansion, RCSO plans to renovate approximately
3,000 square feet of currently unused space at the Portland
Richmond Site," Mr. Troop says.

                        Reservation of Rights

The Official Committee of Unsecured Creditors reserves its rights
with respect to the Debtors' assertions regarding their duties to
their charitable purposes and the concerns of patients and
communities served by the Debtors.

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: Court Approves Proposed MOA with Interns
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the proposed Memorandum of Agreement between St.
Vincent's Manhattan and the Committee of Interns and Residents.  
In addition, the Court authorizes SVM to enter into the MOA and
perform in accordance with its terms.

As reported in the Troubled Company Reporter on May 30, 2006,
Saint Vincent Catholic Medical Center has engaged in extensive
collective bargaining negotiations with the Committee of Interns
and Residents relating to its obligations at St. Vincent's
Hospital in Manhattan and the Hospital's interns, residents, and
fellows since June 2004.

The CIR currently represents 347 of SVM's House Staff Officers,
including 20 chief residents.  On May 9, 2006, SVM and the CIR
entered into a memorandum of agreement entitled, Memorandum of
Agreement Between Saint Vincents Catholic Medical Centers - St.
Vincent's Manhattan and the Committee of Interns and Residents.

                              The MOA

The MOA consists of procedural, operational, and economic terms
and conditions of employment.  The major economic changes from
historical practice contained in the MOA relate to wage increases
for, and rent subsidies to be provided to, the House Staff
Officers.

A) Wage Increases

    Each House Staff Officer employed on:

    * May 1, 2006, will receive a 6% wage increase, effective
      retroactively on that date;

    * May 1, 2007 will receive a 3% wage increase, effective on
      May 1, 2007; and

    * May 1, 2008, will receive a 3% wage increase, effective on
      May 1, 2008.

    Each full-time chief resident will receive an annual stipend
    of $1,500 for the period of his or her service as chief
    resident, which will increase by 6% on July 1, 2006 and 3% on
    July 1, 2007, and July 1, 2008.

    SVM expects that the wage increases will total:

    -- $1,050,513 for May 1, 2006, to April 30, 2007;
    -- $556,772 for May 1, 2007, to April 30, 2008; and
    -- $573,475 for May 1, 2008, to April 30 2009.

    SVM also expects that the chief resident stipend increase cost
    will total to $1,800 for July 1, 2006, to June 30, 2007, and
    that it will increase by an aggregate of:

    -- $960 for July 1, 2007, to June 30, 2008, and
    -- $980 from July 1, 2008, to April 30, 2009.

B) Rent Subsidies

    SVM currently owns 253 apartments, of which 213 are leased by
    House Staff Officers.  Historically, SVM has leased these
    apartments to House Staff Officers at rates substantially
    below not only fair market, but also below the modified market
    rent charged by other academic medical institutions to their
    interns and residents, Mr. Troop tells the Court.

    SVM has decided to increase rents to a more competitive rate
    effective July 1, 2006.

    Accordingly, pursuant to the MOA, SVM has agreed to provide
    limited rent subsidies to House Staff Officers residing in
    housing owned by SVM to help defer the cost of rent.  The
    amount of each rent subsidy depends on the size of the
    apartment and whether or not the lessee has a family with a
    child, Mr. Troop explains.

    The amount of the rent subsidies will decrease from year to
    year, and, for the most part, be eliminated by July 1, 2008.
    In addition, House Staff Officers entering a residency program
    on or after July 1, 2007, will generally not be eligible to
    receive rent subsidies.

    SVM expects that the rent subsidies provided to the House
    Staff Officers will total:

    -- $1,298,820 from July 1, 2006, through June 30, 2007,
    -- $611,200 from July 1, 2007, through June 30, 2008, and
    -- $0 from July 1, 2008, through April 30, 2009.

    SVM also expects that the increased revenue from these
    apartments realized from the proposed rent increases will more
    than offset the amount of subsidies offered through June 30,
    2008.

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)


SCRIPPS CLINIC: A.M. Best Says Financial Strength is Weak
---------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


SERACARE LIFE: Equity Panel Wants Plan Filing Period Terminated    
---------------------------------------------------------------
An Ad Hoc Committee of Equityholders in SeraCare Life Sciences,
Inc.'s chapter 11 case asks the U.S. Bankruptcy Court for the
Southern District of California to lift the automatic stay so it
can ask the California Superior Court to compel the Debtor to
promptly hold its annual meeting of shareholders.  Together, the
members of the Ad Hoc Committee hold around 28.5% of the Debtor's
outstanding shares.

If the Bankruptcy Court won't lift the automatic stay, the Ad Hoc
Committee wants the period within which only the Debtor can file a
plan of reorganization terminated.  

Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern, in
Los Angeles, California, told the Court that the Debtor has failed
to hold its annual meeting of shareholders for over 15 months, the
maximum interval permitted by California law.  

Mr. Patterson disclosed further that, recently, the Debtor
informed the Ad Hoc Committee that the Debtor is no longer being
managed by the Debtor's board of directors, but is rather being
controlled by a special committee that had been "delegated all of
the powers of the Board."  

The Debtor informed the Ad Hoc Committee that this designation had
been effectuated after five of the directors asked for the
resignation of the other three directors and one of those three
directors did not resign.  The creation of the special committee
appears to be intended to exclude the recalcitrant director from
all practical participation in the role of the Board.  

Thus, the Debtor is being managed by only five of the eight duly
elected directors, and even those five directors have failed to
stand for reelection, as required by the California Corporations
Code.  This "highly unusual" governance arrangement was instituted
prior to the Debtor's chapter 11 filing, casting doubt on the
legitimacy of this special committee as a debtor-in-possession,
Mr. Patterson pointed out.

In early May, the Ad Hoc Committee made a financing proposal to
the Debtor.  In response to requests by the Debtor, the proposal
has been revised several times by the Ad Hoc Committee to propose
additional funding, to remove various covenants and to clarify
certain provisions.  

The financing proposed by the Ad Hoc Committee was intended to
have been subordinate to all secured creditors and to all general
unsecured creditors of the Debtor, thereby ensuring full
recoveries for those constituencies.  In addition, the Ad Hoc
Committee has put forward a proposal to the Debtor for a plan of
reorganization.

The Ad Hoc Committee repeatedly tried to engage the Debtor
regarding the financing and the plan, through both the Debtor's
Chairman of the Board (with whom the Ad Hoc Committee was told to
communicate) and counsel.  

After a month passed and the Debtor failed to respond to the
proposal of the Ad Hoc Committee, the Ad Hoc Committee asked to
meet directly with the Board (which turned out to be the special
committee).  Despite their proposal of a financing agreement that
would lock-in a full recovery for almost all constituencies, the
Ad Hoc Committee was told that no discussions could be scheduled
for two weeks, and that no one would meet in person with the Ad
Hoc Committee.  Even when a brief telephone call was finally held,
the special committee had only a few questions.  

Despite having had the latest term sheet from the Ad Hoc Committee
for over two weeks, the special committee made no counterproposal
and declined to discuss any specific terms.  The Ad Hoc Committee
was then advised that another week would pass before it will
receive any response.

On June 16, 2006, the Debtor provided a written response to the Ad
Hoc Committee's financing proposal.  The response was a term sheet
that was barely over a page long.  Except for one hour-long phone
call between counsel in May, there has been no material discussion
of either the Ad Hoc Committee's proposed plan terms or any
outreach by the Debtor to suggest plan terms of its own, and to
negotiate their terms with the Ad Hoc Committee, which holds
almost one-third of the equity of the Debtor.

Mr. Patterson contended that a modification of the stay will have
no economic impact on the estate, but will simply require the
Board to comply with state corporate governance law.  In the
alternative, terminating the Debtor's period of exclusivity to
allow the Ad Hoc Committee to file a plan that will be considered
in tandem with any debtor-filed plan would allow the plan process
to proceed and at the same time act as a surrogate for the annual
meeting, saving substantial time and costs in effectuating a
reorganization.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and
$33.5 million in debts.


SELECT HEALTH: A.M. Best Says Financial Strength is Marginal
------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


SINGING MACHINE: Key Supplier Makes $3 Million Equity Investment
----------------------------------------------------------------
The shareholders of koncepts International Ltd., a Hong Kong
subsidiary of Starlight International Holdings Ltd. (SEHK: 485),
approved its purchase of 12.9 million newly issued, unregistered
shares of The Singing Machine Company's common stock (representing
approximately 56% of the total number of shares issued and
outstanding) for a total of $3 million, or $0.233 per share.

In addition, the investor will receive warrants to acquire up to
an additional 5 million shares over a four-year period at prices
ranging from $0.233 to $0.350 per share.  The shares and warrants
will be issued to koncepts International Ltd. following approval
by the American Stock Exchange.

                 Subordinated Debenture Retirement

As reported in the Troubled Company Reporter on March 17, 2006,
The Singing Machine retired the entire $4 million subordinated
debenture which came due on Feb. 20, 2006, plus accrued interest
of $270,000, for a total cash payment of $2 million.  Funds to
complete this transaction were provided by a $2 million bridge
loan from a subsidiary of Starlight.  The Company expects to
report a one-time gain of approximately $2.27 million related to
the retirement of the debenture in its financial statements for
the three months ended March 31, 2006.

"With the upcoming closing of Starlight investment and the
retirement of the subordinated debenture, we believe that we have
taken enormous strides toward putting The Singing Machine's
financial house in order and setting the stage for renewed
growth," Y.P. Chan, Interim CEO of The Singing Machine, said.  
"With these crucial financing issues now successfully resolved, we
look forward to working with Starlight, our key supplier, to
expand our business."

                 About The Singing Machine Company

Based in Coconut Creek, Florida, The Singing Machine Company
(AMEX: SMD) -- http://www.singingmachine.com/-- develops and  
distributes a full line of consumer-oriented karaoke machines and
music as well as other products under The Singing Machine(TM),
Motown(TM), MTV(TM), Nickelodeon(TM), Hi-5(TM) and other brand
names.  The first to provide karaoke systems for home
entertainment in the United States, The Singing Machine sells its
products in North America, Europe and Asia.

As of Dec. 31, 2005, Singing Machine's balance sheet showed
$9,333,161 in total assets and $12,650,279 in total liabilities,
resulting in a stockholders' deficit of $3,317,118.  At Dec. 31,
2005, the company had an accumulated deficit of $15,056,444.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 12, 2005,
Berkovits, Lago & Company, LLP, expressed substantial doubt about  
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.


SOLECTRON CORP: Discloses Third Fiscal Quarter Financial Results
----------------------------------------------------------------
Solectron Corporation reported sales of $2.7 billion in the third
quarter of fiscal 2006, an increase of 8.1% over second quarter
revenues of $2.5 billion.  Revenues in the third quarter of fiscal
2005 were $2.6 billion.

The company reported GAAP profit after tax from continuing
operations of $42.4 million, in the third quarter of fiscal 2006,
compared with a GAAP profit after tax from continuing operations
of $17.1 million, in the second quarter of fiscal 2006.  In the
third quarter of fiscal 2005, Solectron reported a GAAP loss after
tax from continuing operations of $66.7 million.

"I am pleased that Solectron delivered a third consecutive quarter
of revenue growth and that we continue to deliver on our
commitment to return to growth in fiscal 2006," Mike Cannon,
president and chief executive officer of Solectron said.

"We are also pleased that profitability improved sequentially in
the quarter.  We believe we have not yet tapped the full potential
of the company, and are committed to delivering greater levels of
profitability as we move ahead."

Headquartered in Milpitas, California, Solectron Corporation
(NYSE: SLR) -- http://www.solectron.com/-- provides a full range  
of worldwide manufacturing and integrated supply chain services to
the world's premier high-tech electronics companies.  Solectron's
offerings include new-product design and introduction services,
materials management, product manufacturing, and product warranty
and end-of-life support.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,  
Moody's Investors Service placed a B3 rating on Solectron's
$150 million 10-year senior subordinated notes and affirmed
Solectron's existing ratings including its B1 Corporate Family  
rating. Moody's said the ratings outlook remains stable.  

Fitch Ratings also placed a 'B+' rating on Solectron's  
$150 million of senior subordinated notes.


TH LEHMAN: Auditor Raises Going Concern Doubt
---------------------------------------------
Jeffrey S. Gilbert, CPA, in Los Angeles, Calif., raised
substantial doubt about T.H. Lehman & Co., Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended March 31,
2006.  The auditor pointed to the Company's limited liquid
resources, recurring losses, and need to implement its business
plan, which requires it to acquire or develop a business.

The Company reported a comprehensive income of $809,799 for the
year ended March 31, 2006.  This was due to the $1,023,151
unrealized gain on securities.  The Company reported a
comprehensive net loss of $728,903 for the same period in 2005.

Due to the winding down of patient activity in December 2004,
fiscal year ended March 31, 2006, the Company had zero revenue
compared to $336,383 for the prior fiscal year ended March 31,
2005.

At March 31, 2006, the Company's balance sheet showed $1,533,886
in total assets, $1,211,847 in total liabilities, and $322,039 in
stockholders equity.  The Company had a $487,760 stockholders'
deficit at March 31, 2005.

The Company's balance sheet at March 31, 2006, showed strained
liquidity with $206,458 in total current assets available to pay
$827,883 in total current liabilities coming due within the next
12 months.

The Company's primary source of liquidity has been the cash it has
obtained from the liquidation of its investment portfolio,
distribution of Healthcare Professional Billing Corp.'s profit,
and collection of medical accounts receivable.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?d18

T.H. Lehman & Co., Incorporated, provided medical financial
services, primarily the financing and collection of accounts
receivable generated by medical practitioners through their
provision of diagnostic services and patient treatment.


TRANSCAPITAL FINANCIAL: Files Plan & Disclosure Statement in Fla.
-----------------------------------------------------------------
TransCapital Financial Corporation filed with the U.S. Bankruptcy
Court for the Southern District of Florida a disclosure statement
explaining its Chapter 11 Plan of Reorganization.

America Capital Corporation, a debtor-affiliate, also filed a
disclosure statement with the bankruptcy court explaining its
Chapter 11 Plan of Liquidation.

                     Government Litigation

On Aug. 8, 1995, the Debtor, along with its debtor-affiliate
TransCapital, filed a complaint in the U.S. Court of Federal
Claims asserting both breach of contract and takings claims styled
"America Capital Corporation & Transcapital Financial Corporation
v. United States (Case No. 95-523C)."

The Debtor tells the Bankruptcy Court that on May 31, 2005, the
Court of Federal Claims issued its Final Opinion and Order
awarding TransCapital $109.309 million in damages.  The Government
filed an appeal with the U.S. Court of Appeals for the Federal
Circuit on July 27, 2005.  Oral argument in the appeal of the
TransCapital Judgment was conducted on June 5, 2006, and the
appeal is still pending.

                       Treatment of Claims

Under the Debtor's Plan, administrative Expense Claims, Priority
Tax Claims and Other Priority Claims will be paid in full.

The Debtor tells the bankruptcy court that Cooper & Kirk, PLLC,
represented the interest of the Debtor and TransCapital in the
Government Litigation.  The Debtor says that Cooper is entitled
to:

    * $250,000 in capped fees and a $30,822 incentive fee in the
      plus 15% of the Judgment Proceeds;

    * cash in the amount of 15% of all non-monetary consideration
      received in compromise of the Government Litigation; and

    * reimbursement for expenses, including an amount equal to
      $94,495 in out of pocket expenses, all of which is secured
      by a charging lien against the Judgment and a pledge of the
      equity interest held by American Capital in the Debtor.

The Debtor says that Cooper will retain its lien against the
collateral securing it Secured Professional Fee Claim until the
Judgment Distribution Date.  On the Judgment Distribution Date,
Cooper will receive, in full satisfaction, release and exchange of
its claim, Judgment Proceeds up to and including the allowed
amount of its claim.  If the Collateral securing Cooper's claim is
insufficient to fully satisfy the face amount of the claim
asserted, the deficiency will be treated as a general unsecured
claims.

Holders of Secured Claims With Liens Against Property of the
Debtor Other than the Judgment will retain their lien against the
collateral securing their claims until the effective date.  On the
effective date of the Plan, the Debtor shall, at its sole option:

    (1) afford any holder of a claim under this class the
        treatment provided under Section 1129(b)(2)(A)(i) of the
        Bankruptcy Code; or

    (2) surrender the collateral securing the claim in full and
        complete satisfaction of the claim.

To the extent the collateral securing the Claim is insufficient to
fully satisfy the face amount of the claim asserted, the
deficiency will be treated as a general unsecured claim.

The Debtor tells the bankruptcy court that on the Judgment
Distribution Date, subject to Section 5.04(a) of its Plan, holders
of general unsecured claims will receive, in full satisfaction,
release and exchange of their claim, Net Judgment Proceeds up to
the amount of the respective unsecured claim, plus post-petition
interest, after payment of all other claims.  If there is
insufficient Net Judgment Proceeds to fully satisfy unsecured
claims, holders will get their pro rata share in the remaining Net
Judgment Proceeds.

              Claims with Liens Against the Judgment

The Secured Claim of Holders of Notes with liens against the
judgment consist of:

    * TSB Director Notes;
    * Director Notes;
    * Burstein Past Compensation Note;
    * Burstein Future Compensation Note;
    * Cook Past Compensation Note;
    * Cook Future Compensation Note;
    * Vasquez Past Compensation Note;
    * Brierley Past Compensation Note;
    * Brierley Future Compensation Note;
    * Sanders Past Compensation Note; and
    * Sanders Future Compensation Note.

Holders of these notes, along with other secured claims with liens
against the judgment will, on the effective date of the Plan,
receive a Pro Rata Share of New Common Stock in full and complete
satisfaction of their claims, provided however, that, until the
Judgment Collection Date, holders will retain their liens on the
Judgment to secure the Redemption Rights, granted to each holder.

A total of 1,000,000 shares of New Common Stock will be issued to
the holders of Allowed Other Secured Claims hereunder.  In
determining each holder's Pro Rata Share of New Common Stock,
determined as the product of 1,000,000 times a fraction, the
numerator of which shall be the amount of the respective claims
held by the, and the denominator of which shall be the total
amount of all claims under this class outstanding on the effective
date of the Plan.  The New Common Stock will not be transferable
by the holders until expiration of the Redemption Period, other
than by operation of law.

                  Common Stock Redemption Period

On the Judgment Collection Date, the Reorganized Debtor will
notify each holder of a secured claim who received New Common
Stock pursuant hereto of the holder's right to redeem all or any
portion of such New Common Stock in exchange for Cash.  Holders
will have 30 days from the date of the Redemption Notice in order
to notify the Reorganized Debtor, in writing, of the holder's
intention to redeem shares of New Common Stock held.  The
"Redemption Price Per Share" shall be determined by a fraction,

    (a) the numerator of which shall be the total amount of all
        secured claims in these classes on the effective date of
        the Plan, which amounts shall include:

         -- interest on the allowed Secured Claims at the annual
            rate provided for in the contract between the holder
            and the Debtor through and including the Judgment
            Distribution Date, and

         -- 8.666% of the Judgment Proceeds, together with
            interest on the amount from and after the Judgment
            Collection Date, and

    (b) the denominator of which shall be the total number of
        shares of New Common Stock issued on the Effective Date of
        the Plan to the holders of secured claims under this
        class.

If a holder of New Common Stock timely elects to redeem some or
all of such New Common Stock, then each the holder shall surrender
to the Reorganized Debtor all or any portion of such New Common
Stock, as a condition to receiving Cash, in exchange for a portion
of the Net Judgment Proceeds equal to the Redemption Price Per
Share multiplied times the number of shares of New Common Stock
being redeemed, provided however, if any holder fails to effect
such redemption within 30 days after the expiration of the
Redemption Period, then the right to redeem provided hereunder
will expire and be of no further force and effect;

If there are insufficient Net Judgment Proceeds to redeem all
shares of New Common Stock surrendered for redemption, then each
redeeming holder shall receive its "Pro Rata Redemption Share."
In determining each redeeming holder's Pro Rata Redemption Share,
the numerator shall be the number of shares of New Common Stock to
be redeemed by each redeeming holder, and the denominator shall be
the total number of shares of New Common Stock presented for
redemption.  Each redeeming holder will then receive its Pro Rata
Redemption Share of Net Judgment Proceeds after full satisfaction
of Allowed Administrative Claims and Cooper's claims

The right to redeem shall automatically expire at 5:01 p.m. on the
thirtieth day following the date of the Redemption Notice.  Shares
of New Common Stock that are not redeemed, the Net Judgment
Proceeds that would otherwise have been distributed to the holders
will remain with and vest in the Reorganized Debtor as the capital
contribution of the holder of the shares.

                          Equity Interest

The Debtor discloses that American Capital has assigned the right
to receive certain distributions on account of its 65.19% equity
interest in the Debtor to the holders of AMCAP Notes under
American Capital's AMCAP Plan.  The Debtor says that as a result,
it will treat each holder of an AMCAP Note as having the right to
receive a TFC Subordinated Note, together with all rights related,
including the right of redemption to the extent provided in
American Capital's Plan.

Under the Debtor's Plan, equity interest holders will, on the
effective date of the Plan, be entitled to receive a subordinated
unsecured note to be issued by the Reorganized Debtor in an
original principal amount equal to the Equity Distribution
multiplied by the holder's Pro Rata Percentage as of the
Distribution Record Date, provided however, that in the event the
Judgment Collection Date has not occurred prior to the effective
date, then the amount of each TFC Subordinated Note will be based
on a percentage, the numerator of which shall be the number of
shares of allowed equity interests held by each holder and the
denominator of which shall be all shares of allowed equity
interests.

On the Judgment Collection Date, the Reorganized Debtor will
exchange the TFC Subordinated Notes for amended TFC Subordinated
Notes in the applicable amounts based on the Equity Distribution.

The material terms of each TFC Subordinated Note include:

    (a) interest at the rate of 10% per annum, commencing on the
        Judgment Collection Date, to be paid quarterly and, at the
        sole election of the Reorganized Debtor, up to 50% of any
        interest due may be paid in the form of additional notes
        with the same terms and maturity of the TFC Subordinated
        Notes,

    (b) maturity date of 10 years following the effective date of
        the Plan, and

    (c) it is unsecured.

                  Pro Rata Percentage Computation

In calculating a holder's "Pro Rata Percentage", the numerator
shall be the number of shares of common stock held by the holder
in the Debtor, and the denominator shall be the total number of
shares of common stock issued by the Debtor and outstanding as of
the Distribution Record Date, provided, however, that with respect
to each holder of an AMCAP Note as assignee of the rights of
American Capital, the numerator for purposes of determining the
Pro Rata Percentage will be the product of 6,392,612 multiplied by
a fraction, the numerator of which is the allowed amount of the
holder's AMCAP Note, including interest, under American Capital's
Plan and the denominator of which is the total allowed amount of
all AMCAP Notes, including interest, under American Capital's
Plan;

                  TFC Notes Rights of Redemption

On the Judgment Collection Date, or as soon thereafter as is
reasonably practicable and the Debtor has definitively determined
the tax consequences of its receipt of the Judgment Proceeds and
made appropriate reserves for any tax liability arising, the
Reorganized Debtor shall provide the holders of TFC Subordinated
Notes with notice of the Judgment Collection Date, following which
the holders of TFC Subordinated Notes shall have 30 days
immediately following the date of the Notice to provide the
Reorganized Debtor with written notice of its election to
surrender each holder's TFC Subordinated Note for cash equal to
the amount of the TFC Subordinated Note, subject to and following
full payment of all other claims.  If any holder fails to effect
such surrender within 30 days after the expiration of the Holder
Redemption Period, then the right to redeem the TFC Subordinated
Notes provided hereunder will expire and be of no further force
and effect.

The Reorganized Debtor will, at any time following expiration of
the Holder Redemption Period, be entitled to redeem and prepay all
or any portion of the TFC Subordinated Notes, including any
accrued interest.  If the holder of a TFC Subordinated Note timely
elects to receive cash from the Reorganized Debtor, then such
holder will be obligated, as a condition to receiving cash, to
surrender its TFC Subordinated Note, which shall then be canceled
and marked as paid in full.

The rights of holders of TFC Subordinated Notes to redeem for Cash
shall automatically expire at 5:01 p.m. on the 30th day
immediately following the date of the Notice.

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

  http://www.researcharchives.com/bin/download?id=060703215211

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

   http://www.researcharchives.com/bin/download?id=060703213955

                   About TransCapital Financial

Based in Miami, Florida, TransCapital Financial Corporation is a
holding and management company that conducted substantially all of
its operations through its wholly-owned subsidiary, Transohio
Savings Bank, FSB.  Transohio Savings' key activities as a savings
and loans institution were banking and lending and its primary
lending activity was the originating and purchasing of loans
secured by mortgages on residential properties.  Transohio Savings
also endeavored to generate residential loan originations through
branch personnel and real estate brokers.  Mobile home and home
improvement loans were generated through dealers and contractors
and additionally, Transohio Savings made construction loans
generated by contractors that usually extended to not more than
one year in length.  American Capital Corporation owns 65.19% of
TransCapital's interest.

TransCapital Financial Corporation filed for chapter 11 protection
on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed total assets of $109,309,000 and total debts
of $36,094,038.

American Capital also filed for chapter 11 protection on June 19,
2006 (Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq.,
at Bilzin Sumberg Baena Price & Axelrod LLP, represents American
Capital.


UNISON HEALTH: A.M. Best Says Financial Strength is Marginal
------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


VESTA INSURANCE: Subsidiaries Placed Into Rehabilitation in Texas
-----------------------------------------------------------------
Six insurance subsidiaries of Vesta Insurance Group, Inc., agreed
to be placed into court-ordered rehabilitation in Texas.  These
subsidiaries are:

     * Vesta Fire Insurance Corporation;
     * Vesta Insurance Corporation;
     * Shelby Insurance Company;
     * Shelby Casualty Insurance Corporation;
     * Texas Select Lloyds Insurance Company; and
     * Select Insurance Services, Inc.

The District Court of Travis County, Texas, subsequently entered
the Agreed Order of Rehabilitation and Permanent Injunction,
appointing the Texas Commissioner of Insurance as Rehabilitator.

At this time, policies are still in force, coverage remains in
place, the insurance subsidiaries continue to issue new and
renewal policies, process and pay claims, and pay agent
commissions in the normal course.

Pursuant to Chapter 21A of the Texas Insurance Code, title to the
assets of these companies is now vested by operation of law in the
Rehabilitator.

Vesta Insurance Group, Inc. had been pursuing several possible
transactions to improve the financial condition of these
subsidiaries, including a possible sale of certain subsidiaries,
but was unable to enter into a definitive agreement.  The
Rehabilitator is in the process of developing a plan of
rehabilitation for the affected companies, which includes the sale
of certain of the insurance subsidiaries.

Florida Select Insurance Company and Hawaiian Insurance &
Guaranty, Ltd. have consented to the entry of similar orders in
the appropriate courts in Florida and Hawaii.

Vesta Insurance Group, Inc. believes that entry of these orders of
rehabilitation constitutes a default under the terms of the
Group's Indenture with respect to its existing long term debt
securities.  The default does not affect the ability of the
Rehabilitator to close a sales transaction.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

                           *     *     *

As reported in the Troubled Company Reporter on March 10, 2006,
A.M. Best Co. downgraded the financial strength rating to C++
(Marginal) from B (Fair) and has assigned issuer credit ratings of
"b" to Vesta Insurance Group and its property/casualty affiliates.

Concurrently, A.M. Best has downgraded the ICR to "cc" from "b" of
Vesta's parent, Vesta Insurance Group, Inc. [Other OTC: VTA.PK].

Additionally, A.M. Best has downgraded the senior debt ratings to
"cc" from "b" of the parent company's $100 million 8.75% senior
unsecured debentures, due 2025 and to "c" from "ccc+" of Vesta
Capital Trust I's $100 million 8.525% deferrable capital
securities, due 2027.  All ratings are under review with negative
implications.  All companies are located in Birmingham, Alabama.


VIASYSTEMS INC: UBS Extends Commitment for $125 Mil. Debt Facility
------------------------------------------------------------------
Viasystems, Inc., UBS AG Hong Kong Branch, and UBS AG Singapore
Branch entered into a binding Commitment Letter for a new senior
secured credit facility totaling $125 million on June 21, 2006.

The New Credit Facility will have a term of four years.  For the
first 18 months, the New Credit Facility will be a revolving
credit facility.  Thereafter, a substantial portion of the New
Credit Facility may be converted to a term loan or cancelled,
without penalty, at the Company's option.

UBS intends to syndicate the New Credit Facility to a group of
banks and financial institutions in consultation with the Company,
but such syndication is not a condition precedent to UBS'
commitment to finance the New Credit Facility.

Pursuant to the terms of the Commitment Letter, the New Credit
Facility will be fully negotiated and available prior to July 22,
2006.  The Commitment Letter is subject to certain customary terms
and conditions precedent.
     
The Company anticipates that at the time it enters into a
definitive agreement for the New Credit Facility, it will repay
all amounts outstanding under, and will terminate, the Credit
Agreement dated January 31, 2003, as amended among the Company,
Viasystems Group, Inc., the lender parties and JP Morgan Chase
Bank, N.A., as administrative agent.

Currently, the Company has borrowed approximately $10 million
under the Existing Credit Agreement.

Headquartered in St. Louis, Missouri, Viasystems, Inc. --
http://www.viasystems.com/-- a subsidiary of Viasystems Group,  
Inc. is a leading, worldwide, independent provider of electronics
manufacturing services, or EMS, to original equipment
manufacturers, or OEMs, primarily in the telecommunications,
networking, automotive, consumer, industrial and computer
industries.

                           *     *     *

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Ratings Services affirmed Viasystems Inc.'s 'B'
corporate rating and revised the ratings outlook to positive from
stable.


WELBORN CLINIC: A.M. Best Says Financial Strength is Marginal
-------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


WINN-DIXIE: Wants to Retroactively Reject 77 Store Leases
---------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Winn-Dixie
Stores, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Florida to approve their
rejection of 77 grocery store leases effective as of Feb. 21,
2005.

Out of the grocery store leases to be rejected, 31 are located in
Texas; nine each in Kentucky, Ohio, and Virginia; seven in
Mississippi; six in North Carolina; three in Oklahoma; two in
Georgia; and one in Alabama.

A list of the grocery store leases to be rejected is available
for free at http://ResearchArchives.com/t/s?d0f

Prior to the Debtors' bankruptcy filing, each Lease was assigned
to a third party.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, tells the Court that the assignment documents may
not have released a specific Debtor-tenant from its obligations
under the Assigned Lease and the named tenant remains liable to
the Landlord in the event of a default by an Assignee.

No Landlord currently has any liquidated claim against the
Debtors for amounts owed under each of the Assigned Leases,
Mr. Baker says.

The Assigned Leases are deemed unnecessary to the Debtors'
ongoing operations and rejecting them would benefit the Debtors'
estates and creditors, Mr. Baker attests.

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: Moves to Reject Lifetime Hoan Supply Agreement
----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek consent
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject their prepetition supply agreement with Lifetime Hoan,
effective as of July 14, 2006.

Pursuant their supply agreement dated Aug. 2, 2003, Winn-Dixie
Stores, Inc., is obligated to purchase kitchen tools and gadgets
from Lifetime Hoan until the net volume purchased reaches
$15,000,000, with the term of the agreement continuing until the
volume requirement is satisfied.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, the Debtors' reduced store count has
operated to extend the term of the Prepetition Supply Agreement.
Although the Debtors desire to continue their relationship with
Lifetime Hoan, the terms of their contract are no longer
feasible, Ms. Jackson tells the Court.

The Debtors have determined that it is in their best interests to
reject the Prepetition Supply Agreement and continue their
relationship with Lifetime Hoan on more favorable terms under a
new ordinary course supply agreement.

The new supply agreement is set to take effect upon rejection of
the Prepetition Supply Agreement.

Lifetime Hoan has agreed that the Debtors may terminate the new
supply agreement without liability if their reorganization plan
is not confirmed or does not become effective.

Ms. Jackson says that by rejecting the Prepetition Supply
Agreement in favor of a new contract with Lifetime Hoan, the
Debtors will:

    (a) avoid the burdensome obligation of the $15,000,000 volume
        requirement as well as the risk of significant rejection
        damages claim if that requirement is not satisfied; and

    (b) be able to continue offering Lifetime Hoan's products to
        their customers on terms that better reflect the current
        and future needs of their operating stores.

                        Claims Resolution

Winn-Dixie Procurement, Inc., scheduled a claim in favor of
Lifetime Hoan for $91,247.  On the other hand, Lifetime Hoan
filed Claim No. 6177 against Winn-Dixie Stores for $135,650.

Ms. Jackson tells the Court that the parties have agreed to set
off their claims against each other, specifically:

    (a) the Scheduled Claim will be disallowed and expunged in its
        entirety; and

    (b) Claim No. 6177 will be set off against the Debtors'
        accrued prepetition credits for $44,403, resulting in an
        allowed general unsecured claim for $91,247.

In addition, Lifetime Hoan will waive any claim for rejection
damages and all other claims against the Debtors, except for the
agreed general unsecured claim and any unpaid postpetition
invoices.

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).


ZANETT INC: Posts $570,464 Net Loss in Quarter Ended March 31
-------------------------------------------------------------
Zanett, Inc., reported financial results for the quarter ended
March 31, 2006, with the U.S. Securities and Exchange Commission.  
For the quarter ended March 31, 2006, the Company reported net
loss of $570,464 on $10,675,004 of revenue.  This compares to a
net loss of $799,245 on revenues of $7,243,6998 for the quarter
ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed total assets
of $28,300,625, total liabilities of $21,642,995, and
stockholders' equity of $6,657,630.  The Company's March 31
balance sheet also showed a working capital deficit with total
current assets of $10,725,903 and total current liabilities of
$12,652,618.  The Company disclosed that it had an accumulated
deficit of $20,469,710 as of March 31, 2006.

                         Promissory Notes

On March 14, 2006, the Company issued a $500,000 promissory note
to a principal shareholder of the Company.  On March 15, 2006, the
Company also issued another $500,000 promissory note to a
principal shareholder of the company.  Both notes have a maturity
date of March 31, 2007, and require quarterly cash payments
beginning March 31, 2006, at an interest of 15% per annum.  The
principal is repayable in cash at maturity and the notes may be
pre=paid without penalty.

                    Revolving Credit Facility

On Sept. 1, 2004, the Company entered into a credit agreement with
Fifth Third Bank that expires in September 2006.  Under the
agreement, the bank will provide a two-year, secured, revolving
credit facility in the initial amount of $5,000,000, which may be
used by the Company to fund acquisitions and working capital
requirements.  In addition to the credit facility, the bank will
provide the Company with treasury and cash management services.
Borrowings under the credit agreement bear interest based at Prime
plus 2% payable monthly in arrears.

At March 31, 2006, the prime rate was 7.75%.  The facility is
secured by a first lien on all of the Company's assets.
Availability is calculated using a borrowing-base formula
consisting of 75% of eligible accounts receivable plus 90% of
unrestricted cash on hand.

As of April 28, 2006, its most recent date of calculation, the
Company had a borrowing base in excess of $5,000,000.  The
commitment fee of $50,000 is being amortized over the two-year
life of the arrangement.  There were no warrants granted or other
equity enhancement features issued in connection with this
facility.

As of March 31, 2006, the Company was not in compliance with the
fixed charge coverage ratio and the senior funded debt to EBITDA
ratio provided for in its credit agreement with Fifth Third Bank.
The Company entered into discussions with Fifth Third Bank and, in
April 2006, Fifth Third Bank agreed to waive any event of default
under the credit agreement relating to non-compliance as of
March 31, 2006.  Despite receiving Fifth Third's waiver, the
Company remains subject to the fixed charge coverage ratio, which
is calculated quarterly.

The Company made interest payments on the credit facility during
the first quarters of 2006 and 2005 for $110,986 and $25,511,
respectively.

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

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt on the Company's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended December
31, 2005.  The auditing firm pointed to the Company's recurring
losses from operations and working capital deficiency.

                        About Zanett Inc

Headquartered in New York, Zanett Inc. and its subsidiaries is an
information technology company that provides customized, mission-
critical IT solutions to Fortune 500 corporations, mid-market
companies, and classified government agencies involved in Homeland
Defense and Homeland Security.  The Company operates in two
segments: Commercial Solutions and Government Solutions.  The
Company's overarching mission is to provide custom solutions that
exceed client expectations, are delivered on time and within
budget, and achieve superior results.


ZANETT INC: Dennis Harkins Replaces Kenneth DeRobertis as CFO
-------------------------------------------------------------
Kenneth DeRobertis disclosed on June 19, 2006, that he was
resigning as Chief Financial Officer of Zanett, Inc., effective as
of the close of business on June 30, 2006.

Effective July 1, 2006, Dennis Harkins will assume responsibility
as the Company's new Chief Financial Officer.  Before joining the
Company, from January 1996 to April 2006, Mr. Harkins served as a
Director at MSC Industrial Supply, a $1.3 billion direct marketing
of various industrial products in the United States, where he held
several positions.  

In Mr. Harkins' initial role at MSC he was the Director of
Accounting, where he was responsible for accounting functions
including operational accounting as well as all financial
accounting and SEC reporting.  In this role Mr. Harkins was
responsible for the due diligence and purchase accounting for five
acquisitions with sales over $70 million.

In 2000, Mr. Harkins was named the Director of Business
Development in the information technology area.  In his most
recent role, which began in 2005 he was Director of Sales Planning
and Productivity.

Prior to joining MSC Industrial Supply, Mr. Harkins held various
accounting positions while employed at Arbor Property Trust, Hayim
& Co, and Angeles Corporation.

A native of Plainview, New York, Mr. Harkins holds a B.S. in
Accounting from St. Bonaventure University and is 43 years old.

                         About Zanett Inc.

Headquartered in New York, Zanett Inc. and its subsidiaries is an
information technology company that provides customized, mission-
critical IT solutions to Fortune 500 corporations, mid-market
companies, and classified government agencies involved in Homeland
Defense and Homeland Security.  The Company operates in two
segments: Commercial Solutions and Government Solutions.  The
Company's overarching mission is to provide custom solutions that
exceed client expectations, are delivered on time and within
budget, and achieve superior results.

                        Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt on the Company's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2005.  The auditing firm pointed to the Company's recurring losses
from operations and working capital deficiency.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Hidden Hills Equestrian Center, Inc.
   Bankr. M.D. Fla. Case No. 06-03181
      Chapter 11 Petition filed June 28, 2006
         See http://bankrupt.com/misc/flmb06-03181.pdf

In re Keltro, Inc.
   Bankr. D. Ariz. Case No. 06-01943
      Chapter 11 Petition filed June 28, 2006
         See http://bankrupt.com/misc/azb06-01943.pdf

In re Mayra L. Ibanez
   Bankr. E.D. Calif. Case No. 06-22277
      Chapter 11 Petition filed June 28, 2006
         See http://bankrupt.com/misc/caeb06-22277.pdf

In re Taylor Welding & Fabrication Service, LLC
   Bankr. W.D. Tenn. Case No. 06-11429
      Chapter 11 Petition filed June 28, 2006
         See http://bankrupt.com/misc/tnwb06-11429.pdf

In re Team Awesome, Inc.
   Bankr. M.D. Fla. Case No. 06-03184
      Chapter 11 Petition filed June 28, 2006
         See http://bankrupt.com/misc/flmb06-03184.pdf

In re Douglas Paul Rosile, Sr.
   Bankr. M.D. Fla. Case No. 06-03201
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/flmb06-03201.pdf

In re Gary Hawkins
   Bankr. D. Nebr. Case No. 06-80931
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/neb06-80931.pdf

In re Helping Hands A Child Learning and
   Family Development Center, Inc.
   Bankr. E.D. Ky. Case No. 06-10133
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/kyeb06-10133.pdf

In re Key West Adventure Co., LLC
   Bankr. D. V.I. Case No. 06-30004
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/vib06-30004.pdf

In re Ronald W. King
   Bankr. N.D. Miss. Case No. 06-11404
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/msnb06-11404.pdf

In re Saucer Attack!, Inc.
   Bankr. S.D.N.Y. Case No. 06-11478
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/nysb06-11478.pdf

In re Vignette Editorial, Ltd.
   Bankr. S.D.N.Y. Case No. 06-11479
      Chapter 11 Petition filed June 29, 2006
         See http://bankrupt.com/misc/nysb06-11479.pdf

In re Metropolitan Services, Inc.
   Bankr. D. Ariz. Case No. 06-02003
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/azb06-02003.pdf

In re Ocean Katana, Inc.
   Bankr. N.D. Tex. Case No. 06-32568
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/txnb06-32568.pdf

In re Richard L. Swanson Law Office, Inc.
   Bankr. D. Minn. Case No. 06-41293
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/mnb06-41293.pdf

In re Tropical Sheet Metal Company, Inc.
   Bankr. M.D. Fla. Case No. 06-03254
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/flmb06-03254.pdf

In re Vigil Enterprises, Inc.
   Bankr. S.D. Fla. Case No. 06-13015
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/flsb06-13015.pdf

In re Wiseman, Inc.
   Bankr. E.D. Tex. Case No. 06-40989
      Chapter 11 Petition filed June 30, 2006
         See http://bankrupt.com/misc/txeb06-40989.pdf

In re Elizabeth Lara
   Bankr. S.D. Tex. Case No. 06-20412
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/txsb06-20412.pdf

In re CJ Meadows Properties, LLC
   Bankr. N.D. Tex. Case No. 06-32725
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/txnb06-32725.pdf

In re Jeffrey Arnett
   Bankr. N.D. Ind. Case No. 06-11020
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/innb06-11020.pdf

In re Joe L. Lerma
   Bankr. S.D. Tex. Case No. 06-20411
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/txsb06-20411.pdf

In re La Bouquetiere, Inc.
   Bankr. N.D. Calif. Case No. 06-30546
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/canb06-30546.pdf

In re North Pasadena Properties, Ltd.
   Bankr. S.D. Tex. Case No. 06-33016
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/txsb06-33016.pdf

In re Oriburger Inc.
   Bankr. S.D.N.Y. Case No. 06-11511
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/nysb06-11511.pdf

In re Tropical Functional Laboratories, LLC
   Bankr. C.D. Calif. Case No. 06-11677
      Chapter 11 Petition filed July 3, 2006
         See http://bankrupt.com/misc/cacb06-11677.pdf

In re Mickle Automotive, Inc.
   Bankr. M.D. Ga. Case No. 06-51134
      Chapter 11 Petition filed July 4, 2006
         See http://bankrupt.com/misc/gamb06-51134.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, 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
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The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***