TCR_Public/060719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 19, 2006, Vol. 10, No. 170

                             Headlines

7002 FPR: Sells Mixed-Use Building in an Auction on August 9
ABB LUMMUS: Bankr. Ct. Recommends Plan Confirmation to Dist. Ct.
ABLE LABORATORIES: Court Confirms Second Amended Chapter 11 Plan
ACRO BUSINESS: Hires Fredrikson & Byron as Bankruptcy Counsel
AIRNET COMMS: Panel Selects Pachulski Stang as Bankr. Counsel

AIRNET COMMS: Creditors' Panel Taps Carlton Fields as Co-Counsel
ALLIANCE LAUNDRY: Buys LSG's Laundry Division for EUR59 Million
AMERICAN ACHIEVEMENT: Earns $18.6 Million in Quarter Ended May 27
ARR-MAZ CUSTOM: Moody's Rates $52.5 Million Senior Loan at Caa1
ASARCO LLC: Joseph Lapinsky Appointed as President and CEO

ASARCO LLC: Tom Yip Appointed as Vice President and CFO
ASARCO LLC: McAllister Appointed as Executive Vice President
AXM PHARMA: Acquires 51% Interest in Chinese Drug Distributor
AXM PHARMA: Moore Stephen to Replaces Lopez Blevins as Accountant
BARRINGTON BROADCASTING: Moody's Rates $125 Million Notes at B3

BCBG MAX: Moody's Rates $50 Million Senior Term Loan at B3
BERKLINE/BENCHCRAFT: Moody's Junks Rating on $50 Million Loan
BETH ISRAEL: Wants Court Nod on Cole Schotz as Bankruptcy Counsel
BETH ISRAEL: Has Until August 24 to File Schedules and Statements
BODIES IN MOTION: Section 341(a) Meeting Scheduled on July 25

CALIFORNIA THEATRE: Section 341(a) Meeting Scheduled on August 15
CALPINE CORP: Court Extends Investigation Deadline to Oct. 31
CALPINE CORP: Wants to Sell Dighton Project for $90.1 Million
CHATTEM INC: Earns $10.2 Million in Second Fiscal Quarter 2006
CHICAGO HUDSON: Can Sell Assets to Royal Apartments for $12.6 Mil.

CHICAGO HUDSON: Court Sets September 1 as Claims Bar Date
CHRISTOPHER PEELER: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Court Approves Deloitte's Expanded Retention
COLLINS & AIKMAN: Excl. Plan-Filing Period Stretched to Sept. 27
DELPHI CORP: Contributes $60 Million to U.S. Pension Plans

DELPHI CORP: Provides Update on Status of Shareholder Lawsuits
EASY GARDENER: Court Sets August 14 as General Claims Bar Date
ECU SILVER: Inks $5 Million Refinancing Deal with IIG Capital
EVANS INDUSTRIES: Files Disclosure Statement in Louisiana
FALCON AIR: Can Borrow $350,000 from Jetglobal on Interim Basis

FASHION SHOP: Section 341(a) Meeting Scheduled for September 7
FASHION SHOP: Taps Seiller Waterman as Bankruptcy Counsel
FLEET ENTERPRISES: Posts $28.4MM Net Loss in FY Ended Apr. 30
FOUNDATION COAL: Units Complete $835 Million Senior Secured Loan
HERTZ CORP: Parent IPO Prompts S&P to Hold Negative Watch

IMC INVESTMENT: Taps Hance Scarborough as Bankruptcy Counsel
IMC INVESTMENT: Wants Until Aug. 4 to File Schedules and Statement
INSIGNIA SOLUTIONS: Hires George Monk as Chief Financial Officer
INTERSTATE BAKERIES: Inks 7th Amendment to JPMorgan DIP Pact
J. CREW GROUP: Successful IPO Prompts S&P to Upgrade Ratings

JOANN LEVINSON: Case Summary & 15 Largest Unsecured Creditors
JOURNAL REGISTER: Earns $12.3 Million in Quarter Ended June 25
KMART CORP: Agrees with Wallace to Stay Proceedings Until Aug. 31
KMART CORP: Says Settlement Pacts with Rudmann, et al. Were Done
LOS OSOS: May File for Bankruptcy If Can't Find Funds to Pay Debt

MAPCO EXPRESS: Moody's Rates Proposed $50 Million Add-On at B2
MASTERCRAFT INTERIORS: Panel Hires Platzer as Bankruptcy Counsel
MASTERCRAFT INTERIORS: Panel Hires Linowes & Blocher as Counsel
MAXTOR CORP: Seagate Merger Prompts Moody's to Upgrade Ratings
METROMEDIA INTERNATIONAL: Forms New Fixed-Line Unit in Georgia

MILLIPORE CORP: Increased Leverage Cues Moody's to Pare Ratings
MOBILE TOOL: Chapter 7 Trustee Wants Tuiaki Settlement Approved
MUSICLAND HOLDING: Wants Until Oct. 9 to Solicit Plan Acceptances
NAKOMA LAND: Ch. 11 Trustee Wants Cases Converted to Chapter 7
NCP MARKETING: Stays in Ch. 11 Despite Creditors' Conversion Plea

NEW RIVER: Case Summary & 19 Largest Unsecured Creditors
NTL INC: Finalizes Telewest Global & Virgin Mobile Deals Funding
OCA INC: N.C. Regulator Wants N.C. Unit Lawsuit Continued
OMEGA HEALTHCARE: $0.24 Per Share Dividend to be Paid on Aug. 15
ONEIDA LTD: Retains Sole Right to File Plan Until October 15

ORIS AUTOMOTIVE: Sells Certain Assets to Flex-N-Gate for $6.3 Mil.
PLYMOUTH RUBBER: Wants to Sell Canton Lot to Napleton for $4.3MM
PORTOLA PACKAGING: Equity Deficit Widens to $69.3 Mil. at May 31
PTC ALLIANCE: Pennsylvania Court Confirms Plan of Reorganization
SAINT VINCENTS: Amends List of Assumed Staten Island Leases

SAINT VINCENTS: Court Approves McKesson License Agreement
SANITARY & IMPROVEMENT: Wants Until Sept. 1 to File Chapter 9 Plan
SEAGATE TECH: Moody's Lifts $400 Mil. Senior Notes' Rating to Ba1
SMART ONLINE: Raises $250,000 from Common Stock Sale
SPECTRUM BRANDS: Discloses Reduced 2006 Earnings Expectations

TELEVIDEO INC: Bankruptcy Court Confirms Plan of Reorganization
TERRY MANUFACTURING: Chapter 7 Trustee Wins $596,738 Judgment
THERMOVIEW INDUSTRIES: Wants Until Aug. 7 to File Chapter 11 Plan
TRANSMONTAIGNE INC: Gets Early Termination of HSR Waiting Period
TRIBUNE COMPANY: Reports $1.43 Bil. in Revenues for 2nd Qtr. 2006

UNITY VIRGINIA: U.S. Trustee Unable to Form Creditors Committee
VARIG S.A.: Creditors Snub Volo's $500 Million Purchase Bid
VARIG S.A.: Brazilian Government's Claim Gains Priority Status
WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee
WERNER LADDER: Committee Taps Winston & Strawn as Bankr. Counsel

WINN-DIXIE: Can Retroactively Reject 77 Store Leases
WINN-DIXIE: Wants Solicitation & Tabulation Procedures Approved
WORLD WIDE: Court Appoints Basil T. Simon as Chapter 11 Trustee
XYBERNAUT SOLUTIONS: Court Extends Plan Filing Period to Aug. 4

* FTI Consulting Appoints Two New Senior Managing Directors

* Upcoming Meetings, Conferences and Seminars

                             *********

7002 FPR: Sells Mixed-Use Building in an Auction on August 9
------------------------------------------------------------
7002 FPR Corp. will sell its newly renovated mixed-use building
for a minimum amount of $150,000, payable to Steinberg Fineo
Berger & Fischoff, P.C., the Debtor's attorney.  The auction will
be held at 11:00 a.m. on Aug. 9, 2006, at Maltz Auctions, 155
Terminal Drive, Plainview in Long Island, New York.

The Debtor's property is located at 70-02 Fresh Pond Road,
Ridgewood in Queens, New York.  The 8680-sq. ft. corner building
has four commercial and six residential units.  The building can
be viewed for inspection on July 24 and July 31, 2006, from 9:00
a.m. to 11:00 a.m., or by appointment.

For additional information, contact:

      David R. Maltz
      Richard B. Maltz
      Maltz Auctions
      155 Terminal Drive, Plainview
      Long Island, NY
      Tel: (516) 349-7022
      Fax: (516) 349-0105
      http://www.MaltzAuctions.com/

Headquartered in Ridgewood, New York, 7002 FPR Corp. filed for
chapter 11 protection on March 8, 2006 (Bankr. E.D.N.Y. Case No.
06-40573).  Heath S. Berger, Esq., at Steinberg Fineo Berger &
Fischoff, P.C., represents the Debtor.  When the Debtor filed for
protection against its creditors, its financial condition is
listed as $3,512,000 in total assets and $2,319,608 in total
debts.


ABB LUMMUS: Bankr. Ct. Recommends Plan Confirmation to Dist. Ct.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement explaining ABB Lummus Global Inc.'s
Prepackaged Plan of Reorganization.

The Honorable Judith K. Fitzgerald has already recommended to the
U.S. District Court for the District of Delaware to confirm the
Plan.  Once confirmed by the District Court, it will put the
Debtor's strategy to tackle asbestos claims in place.

U.S. bankruptcy laws allow ABB to transfer asbestos-related
injury claims away from its balance sheet and into trusts set up
in the Chapter 11 process.  The endorsed Chapter 11 plan gives
ABB two years to decide whether to sell ABB Lummus Global or
some of its assets to make the payments or find the money in
another way.

ABB Lummus Global was slated to be sheltered under the same
Chapter 11 plan as Combustion Engineering Inc., ABB's U.S. unit.
However, two separate Chapter 11 plans were required, one for
each Company, in order to shield parent ABB from claims for
personal injury due to asbestos products it once made.

The dual Chapter 11 strategy grew out of a deal announced in
March 2005 calling for ABB to add more than $200 million to
the money set aside for asbestos damages.

ABB Lummus Global filed its prearranged bankruptcy petition on
April 21, 2006.  In a statement, the group said the Lummus Plan of
Reorganization is aimed at satisfying current and future claims
relating to asbestos.  The plan was approved by 96% of claimants
in September 2005.  The company expects Lummus to complete the
Chapter 11 proceedings in the second half of the year.

In addition, the Plan of Reorganization for ABB's U.S. subsidiary,
Combustion Engineering, became effective on April 1, 2006.  ABB
has now transferred, in accordance with the plan, the
approximately 30 million shares it set aside for the CE Asbestos
PI Trust.

               The Debtor's Prepackaged Plan

As reported in the Troubled Company Reporter on May 12, 2006, the
Debtor told the Bankruptcy Court that the Plan was developed
through extensive discussions among:

    * the Debtor;

    * its indirect parent, ABB Ltd.;

    * Richard B. Schiro, the future claimants' representative for
      unknown and future holders of the Debtor's Asbestos PI Trust
      Claims;

    * an informal committee comprised of representatives of
      certain claimants with claims against the Debtor and
      Combustion Engineering;

    * representatives of certain cancer claimants with claims
      against Combustion Engineering in Combustion's bankruptcy
      case;

    * the Official Committee of Unsecured Creditors appointed in
      Combustion's bankruptcy proceedings; and

    * David Austern, the future claimants representative appointed
      in Combustion's bankruptcy proceedings.

                    Overview of the Plan

The Plan addresses the asbestos-related personal injury
liabilities of the Debtor and the Asbestos Protected Parties.  The
Plan provides for the issuance of the Lummus Asbestos PI
Channeling Injunction pursuant to Sections 105 and 524(g) of the
Bankruptcy Code that will result in the channeling of all
asbestos-related personal injury liabilities, to the Lummus
Asbestos PI Trust, of Lummus and other Asbestos Protected Parties,
including:

   -- ABB Lummus Global Construction Co., a former affiliate
      merged with the Debtor on June 28, 2005, and

   -- ABB Lummus Global International Corporation, a wholly owned
      subsidiary of the Debtor,

                       Terms of the Plan

Under the prepackaged Plan, these claims will be paid in full:

    * Administrative Expense Claims;
    * Tax Claims;
    * Priority Claims;
    * Secured Claims;
    * Workers' Compensation Claims; and
    * General Unsecured Claims.

Non-Debtor Affiliate Intercompany Claims will be paid in full
subject to the subordination provisions described in the ABB Ltd.,
and Non-Debtor Affiliate Settlement Agreement.

Holders of Equity Interests in the Debtor will retain their
interests subject to the pledge and security interest in 51% of
the issued and outstanding shares of Capital Stock of the Debtor.
The shares will be held by ABB Oil & Gas on the Effective Date to
secure the Lummus Note and the guaranty provided by ABB Ltd., ABB
Holdings, and ABB Oil & Gas with respect to the Debtor's payment
obligation under the Lummus Note.

All Lummus Asbestos PI Trust Claims will be subject to the Lummus
Asbestos PI Channeling Injunction.  Other than Settled Asbestos
Claims, all Lummus Asbestos PI Trust Claims will be evaluated,
determined, and paid, pursuant to the terms, provision, and
procedures of the Lummus Asbestos PI Trust Distribution
Procedures.  The Lummus Asbestos PI Trust will funded in
accordance with the provision of Article 7 of the Plan and the
Lummus PI Trust Agreement.

A full-text copy of the Debtor's Disclosure Statement and
Prepackaged Chapter 11 Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?8d6

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.   When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.



ABLE LABORATORIES: Court Confirms Second Amended Chapter 11 Plan
----------------------------------------------------------------
The Honorable Raymond T. Lyons of the U.S. Bankruptcy Court for
the District of New Jersey confirmed Able Laboratories, Inc.'s
Second Amended Chapter 11 Plan on June 13, 2006.

Judge Lyons determined that the Plan satisfies the requirements
for confirmation set forth in Section 1129(a) of the Bankruptcy
Code.

                         Plan Funding

As reported in the Troubled Company Reporter on May 16, 2006, the
Debtor will fund payments due under its Plan through cash
generated from the $23.1 million sale of substantially all of its
assets to Sun Pharmaceutical Industries, Inc.  The Plan will also
be funded from the collection of outstanding account receivables,
other miscellaneous assets not sold, and from proceeds from causes
of actions.

                     Overview of the Plan

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

                Treatment of Claims and Interests

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

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

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

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

   (a) full cash payment;

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

   (c) the collateral securing the allowed claim;

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

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

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

Holders of subordinated claims and shareholders will get nothing
under the Plan.

A copy of the Second Amended Chapter 11 Plan is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060718041438

                    About Able Laboratories

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


ACRO BUSINESS: Hires Fredrikson & Byron as Bankruptcy Counsel
-------------------------------------------------------------
ACRO Business Finance Corp. obtained authority from the U.S.
Bankruptcy Court for the District of Minnesota to employ
Fredrikson & Byron, P.A., as its bankruptcy counsel.

Fredrikson & Byron is expected to:

    (a) analyze the Debtor's financial situation and render advice
        and assistance in determining how to proceed, which has
        included advice, negotiation and preparation of documents
        for a Chapter 11 filing;

    (b) assist with preparation of filing of the petition,
        exhibits, attachments, schedules, statements, and lists,
        for stay motions, and other documents required by the
        Bankruptcy Code, the Bankruptcy Rules, the Local Rules or
        the Court in the course of the Debtor's bankruptcy case;

    (c) represent the Debtor at the meeting of creditors;

    (d) negotiate with creditors and other parties in interest;

    (e) make and respond to motions, applications and other
        requests for relief on behalf of the Debtor;

    (f) work with Debtor and other parties to obtain approval of
        the pre-bankruptcy plan of reorganization or liquidation
        and disclosure statement; and

    (g) perform other services requested by the Debtor or services
        reasonably necessary to represent the Debtor in this case.

Clinton E. Cutler, Esq., a shareholder at Fredrikson & Byron tells
the Court that the firm will bill the Debtor their customary hour
rates.  Documents submitted to the Court did not disclose those
rates.

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

Mr. Cutler can be reached at:

         Clinton E. Cutler, Esq.
         Fredrikson & Byron, P.A.
         200 South Sixth Street, Suite 4000
         Minneapolis, Minnesota 55402-1425
         Tel: (612) 492-7000
         Fax: (612) 492-7077
         http://www.fredlaw.com/

Headquartered in Minneapolis, Minnesota, Acro Business Finance
Corp. provides financial services.  The Company filed for chapter
11 protection on July 12, 2006 (Bankr. D. Minn. Case No.
06-41364).  Clinton E. Cutler, Esq., at Fredrikson & Byron, P.A.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


AIRNET COMMS: Panel Selects Pachulski Stang as Bankr. Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in AirNet
Communications Corp.'s chapter 11 case asks permission from the
U. S. Bankruptcy Court for the Middle District of Florida to
retain Pachulski Stang Ziehl Young Jones & Weintraub LLP as
bankruptcy counsel, nunc pro tunc to June 12, 2006.

Pachulski Stang will:

   a) provide legal advice and assistance to the Committee in its
      consultation with the Debtor relative to the Debtor's
      administration of its reorganization;

   b) represent the Committee at hearings held before the Court
      and communicate with the Committee regarding the issues
      raised, as well as the decisions of the Court;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs and the
      reasons for its chapter 11 filing;

   d) conduct a review and analysis of all applications, motions,
      orders, statements of operations and schedules filed with
      the Court by the Debtor or third parties;

   e) advice the Committee as to their propriety, and, after
      consultation with the Committee, take appropriate action;

   e) assist the Committee in preparing applications, motions and
      orders in support of positions taken by the Committee, as
      well as prepare witnesses and review documents;

   f) apprise the Court of the Committee's analysis of the
      Debtor's operations;

   g) confer with the accountants and any other professionals
      retained by the Committee so as to advise the Committee and
      the Court more fully of the Debtor's operations;

   h) assist the Committee in its negotiations with the Debtor and
      other parties-in-interest concerning the terms of any
      proposed plan of reorganization;

   i) assist the Committee in its consideration of any plan of
      reorganization proposed by the Debtor or other parties-in-
      interest as to whether it is in the best interest of
      creditors and is feasible;

   j) assist the Committee with other services as may contribute
      to the confirmation of a plan of reorganization;

   k) assist the Committee in evaluating and prosecuting any
      claims that the Debtor may have against third parties; and

   l) assist the Committee in the determination of whether to, and
      if so, how to, sell the assets of the Debtor for the highest
      and best price.

Pachulski Stang's principal attorneys and paralegals designated to
represent the Committee and their hourly rates are:

   Professional                   Position        Rate
   ------------                   --------        ----
   Jeffrey N. Pomerantz, Esq.   Shareholder       $400
   Shannon O.C. Nelson, Esq.     Paralegal        $160

The Firm will be using other attorneys and paraprofessionals
during the course of the Debtor's case that it deems appropriate.

To the best of the Committee's knowledge, Pachulski Stang and its
professionals do not hold any interests adverse to the Debtors and
are "disinterested" persons as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com/-- designs, manufactures,
and markets wireless infrastructure products and offers
infrastructure solutions for commercial GSM customers, and
government, defense, homeland security based agencies.  The Debtor
filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla.
Case No. 06-01171).  R. Scott Shuker, Esq., at Gronek & Latham,
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $15,701,881 and total debts of $21,615,346.


AIRNET COMMS: Creditors' Panel Taps Carlton Fields as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in AirNet
Communications Corp.'s chapter 11 case asks the U. S. Bankruptcy
Court for the Middle District of Florida for authority to retain
Robert N. Gilbert, Esq., and the law firm of Carlton Fields, P.A.,
as its bankruptcy co-counsel, nunc pro tunc to June 12, 2006.

Mr. Gilbert and Carlton Fields will:

   a) advise the Committee with respect to its powers and duties
      with regard to the debtor-in-possession and the estate;

   b) prepare motions, pleadings, orders, applications and other
      legal papers and documents necessary to the administration
      of the Debtor's case on behalf of the Committee;

   c) protect the interests of the Committee in all matters
      pending before the Court;

   d) represent and advise the Committee with regard to
      negotiations with the Debtor and other parties-in-interest
      in the preparation of a plan.

Mr. Gilbert and Carlton Fields agreed to provide representation to
the Committee on a general retainer basis.  No details on the
compensation terms have been filed with the Court.

Mr. Gilbert assures the Court that he and Carlton Fields
hold no interests adverse to the estate and are disinterested as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Melbourne, Florida, AirNet Communications
Corporation -- http://www.aircom.com/-- designs, manufactures,
and markets wireless infrastructure products and offers
infrastructure solutions for commercial GSM customers, and
government, defense, homeland security based agencies.  The Debtor
filed for chapter 11 protection on May 22, 2006 (Bankr. M.D. Fla.
Case No. 06-01171).  R. Scott Shuker, Esq., at Gronek & Latham,
LLP, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $15,701,881 and total debts of $21,615,346.


ALLIANCE LAUNDRY: Buys LSG's Laundry Division for EUR59 Million
---------------------------------------------------------------
Alliance Laundry Systems, LLC signed the purchase agreements to
acquire substantially all of Laundry System Group NV's Commercial
Laundry Division for approximately EUR59 million.

LSG's Commercial Laundry Division is headquartered in Wevelgem,
Belgium.  It markets commercial washer-extractors, tumbler dryers,
and ironers worldwide under the Ipso and Cissell brand names and
has manufacturing facilities and sales offices in the United
States and Belgium.

               About Laundry Systems Group NV

Headquartered in Brussels, Belgium, Laundry Systems Group NV --
http://www.laundry-systems-group.com/-- offers products from
stand-alone washer-extractors, dryers, ironers over transportation
and handling systems, tunnel washers, separators, feeders, folders
to the complete project management for fully-equipped and
professionally managed industrial laundries.  LSG has operations
in 11 countries, serves customers in more than 80 countries and
employs some 1300 employees worldwide.

                     About Alliance Laundry

Headquartered in Ripon, Wisconsin, Alliance Laundry Systems LLC --
http://www.comlaundry.com/-- manufactures commercial laundry
products and provider of services for laundromats, multi-housing
laundries and on-premise laundries.  Alliance offers a full line
of washers and dryers for light commercial and consumer use as
well as large frontloading washers, heavy-duty tumble dryers, and
finishing equipment for heavy commercial use.  Alliance Laundry is
an indirect subsidiary of ALH Holding Inc., a Teachers' Private
Capital portfolio company.

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2006
Standard & Poor's Ratings Services affirmed its 'B' rating and its
recovery rating of '3' Alliance Laundry Systems LLC's senior
secured credit facilities following its proposed $65 million add-
on credit facilities.  The 'B' bank loan rating remains at the
same level as the corporate credit rating.


AMERICAN ACHIEVEMENT: Earns $18.6 Million in Quarter Ended May 27
-----------------------------------------------------------------
American Achievement Corporation reported net income of
$18.6 million for the three months ended May 27, 2006, compared to
net income of $18.2 million earned for the three months ended
May 28, 2005.

Net sales increased $3.1 million, or 2.2%, to $140.2 million for
the three months ended May 27, 2006, from $137.1 million for the
three months ended May 28, 2005.

At May 27, 2006, American Achievement's balance sheet showed
$536.2 million in total assets and $399.8 million in total
liabilities.

AAC Group Holding Corp, American Achievement's parent, reported
net income of $15.8 million for the three months ended May 27,
2006, compared to a $15.6 million net income for the three months
ended May 28, 2005.  AAC Group's May 27 balance sheet showed total
assets of $539.7 million and total liabilities of $506.5 million.

A full text copy of American Achievement and AAC Group's quarterly
report is available for free at:

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

Austin, Texas-based American Achievement Corporation --
http://www.cbi-rings.com/-- is an indirect wholly owned operating
subsidiary of AAC Group Holding Corp.  American Achievement
provides products associated with graduation and important event
commemoration, including class rings, yearbooks, graduation
products, achievement publications and affinity jewelry through
in-school and retail distribution.  AAC's brands include: Balfour
and ArtCarved, providers of class rings and graduation products;
ECI, publisher of Who's Who Among American High School
Students(R); Keepsake Fine Jewelry; and Taylor Publishing,
publisher of yearbooks.  AAC has over 2,000 employees and is
majority-owned by Fenway Partners.

                             *   *   *

As reported in the Troubled Company Reporter on June 7, 2006,
Standard & Poor's Ratings Services lowered its ratings on American
Achievement Corp. and its intermediate holding company AAC Group
Holding Corp., including its corporate credit ratings to 'B' from
'B+'.  At the same time, Standard & Poor's assigned its 'CCC+'
rating to company's ultimate parent American Achievement Group
Holding Corp.'s $150 million senior discount notes due 2016,
reflecting the structural subordination of the notes to other
indebtedness at AAC.

As reported in the Troubled Company Reporter on Jun 7, 2006,
Moody's Investors Service assigned a Caa2 rating to American
Achievement Group Holding Corp.'s proposed $150 million senior
unsecured discount notes due 2016.  The company's corporate family
rating was downgraded to B2 from B1.  Moody's also affirmed the
company's other debt ratings.  The downgrade of the corporate
family rating reflected Moody's view that the additional $150
million of debt associated with the proposed discount notes
results in consolidated credit metrics that are inconsistent with
a B1 ratings profile.


ARR-MAZ CUSTOM: Moody's Rates $52.5 Million Senior Loan at Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family
rating to Arr-Maz Custom Chemicals, Inc., a B2 rating to its
$140 million senior secured first lien credit facilities and a
Caa1 rating to its $52.5 million senior secured second lien term
loan facility.  The ratings were assigned in connection with the
financing of the recent purchase of Arr-Maz by certain funds
managed by GSO Capital Partners and refinancing of existing
Arr-Maz debt.  A stable outlook was also assigned.  This is a
first time rating for Arr-Maz.

Ratings Assigned:

Arr-Maz Custom Chemicals, Inc.

   * Corporate family rating - B2

   * $15 million Senior secured first lien revolving credit
     facility due 2012 - B2

   * $125 million Senior secured first lien term loan due
     2012 - B2

   * $52.5 million Senior secured second lien term loan due
     2013 - Caa1

The ratings reflect Arr-Maz's significant debt balances, modest
size, narrow product line with exposure to mature industries,
customer concentration and a concentrated operational and
geographic profile.  Over one-half of Arr-Maz's revenues are in
the fertilizer and mining markets.

Additionally, there has been some consolidation and
rationalization of phosphate mines and processing plants in
Florida, Arr-Maz's largest market for process chemicals and
additives, which may negatively impact the company's
profitability. The firm has one customer that accounts for over
25% of its revenues.

Supporting the ratings are the firm's relatively steady EBITDA
margins that have remained positive in the various market
conditions experienced in the past eight years, demonstrated
ability in the past to repay debt after taking on significant
amounts of leverage and major market shares in some of the niche
markets in which it participates.

Other factors include Arr-Maz's ability to pass on raw material
costs, which have increased dramatically over the past year, and
its service-based business model which supports long-term customer
relationships while protecting the firm's market share for
products which typically do not enjoy patent protection. The
firm's products typically improve performance or operating
efficiencies for its customers operations, while amounting to a
small part of total costs.

Moody's notes that the firm has made efforts to grow
internationally with operations in Brazil and sales in China.
However, Arr-Maz's business model of providing technical support
close to customers' operations may require the dedication of
significant resources to these efforts.

The notching of the first lien facilities, which is comprised of a
$15 million revolving credit facility and $125 million term loan,
at the B2 corporate family rating reflects the fact that the first
lien debt makes up the majority of Arr-Maz's debt.  The second
lien term loan is rated two notches below the corporate family
rating reflecting the expectation that the security will not
provide meaningful coverage for the second lien term loan in a
distressed scenario.

The stable outlook reflects Moody's expectation that the company
will continue to modestly grow its sales and that free cash flow
will be applied towards debt reduction.

Arr-Maz is a developer and producer of process chemicals for
phosphate mining and functional additives for the phosphate
fertilizer, asphalt, nitrogen chemicals and industrial minerals
industries.  Arr-Maz is headquartered in Mulberry, FL and had 2005
revenues of $153 million.  On June 30, 2006, the firm was sold by
Wind Point Partners to certain funds managed by GSO Capital
Partners, a New York-based investment advisor.


ASARCO LLC: Joseph Lapinsky Appointed as President and CEO
----------------------------------------------------------
ASARCO LLC obtained authority from the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to appoint and
indemnify Mr. Lapinsky as president and permanent CEO, effective
July 1, 2006.

ASARCO's former Chief Executive Officer Daniel Tellechea resigned
in November 2005 and since then, ASARCO operated without a
permanent CEO.  To resolve this, ASARCO, the Official Committee of
Unsecured Creditors and Robert C. Pate, the future claims
representative for the Asbestos Subsidiary Debtors, entered into a
stipulation regarding corporate governance in December 2005.

The Stipulation provided for the appointment of Douglas
McAllister, as interim chief restructuring officer, and two
Independent Directors to the Board.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that although Mr. McAllister provided an excellent
job as ASARCO's CRO, ASARCO needed a president and permanent CEO
with the requisite experience in providing operating and strategic
leadership to industrial companies, and a proven track record in
connection with the turnaround of troubled companies.

After months of searching, ASARCO's Board of Directors chose
Joseph F. Lapinsky as the best candidate for the position.

Before joining ASARCO, Mr. Lapinsky was president and chief
operating officer of Republic Technologies International since
1998.  In 2003, Mr. Lapinsky led Republic Technologies out from
its second bankruptcy to the leading market position of its
category in North America.  Upon Mr. Lapinsky's resignation from
the company in June 2006, Republic Technologies was in a debt-
free position.

                        The CEO Agreement

The CEO Agreement between ASARCO and Mr. Lapinsky is a two-year
employment contract with an automatic one-year renewal term, and
an expiration date set one year after the effective date of a
plan of reorganization, unless the parties agree to extend it for
an additional year.

Among other things, under the CEO Agreement:

   (a) Mr. Lapinsky will receive:

          * $425,000 as annual base salary;

          * a bonus equal to 30% of his base salary for the year
            2006, if he is still with ASARCO by December 2006;
            and

          * a one-time retention pay equal to 35% of his initial
            base salary on which:

               -- 50% is payable on the Effective Date, and

               -- 50% is payable six months after the Effective
                  Date;

   (b) Mr. Lapinsky will receive a success bonus equal to two
       times his initial base salary reduced by:

          * his aggregate retention payment;

          * 15% of his initial base salary if the Effective Date
            occurs after Dec. 31, 2007, but before April 1, 2008;

          * 30% if the Effective Date occurs after March 31,
            2008, but before July 1, 2008; and

          * 50% if the Effective Date occurs after June 20, 2008.

       Half of the success bonus will be paid six months after
       the Effective Date, and the remaining half will be paid 18
       months after the Effective Date.

   (c) If Mr. Lapinsky is terminated for cause, disability or for
       good reason, he is entitled to:

          * a severance equal to 24 months of his base salary,
            provided that the severance benefits, success bonus
            and retention payment will not exceed three times his
            base salary;

          * a pro rata bonus based on 30% of the salary payable
            for the number of employment days elapsed before
            termination if termination occurs in 2006; and

          * life insurance, medical and long-term disability
            benefits for the greater of 12 months or the
            remainder term of the CEO Agreement if termination
            occurs in 2006;

   (d) Mr. Lapinsky is also entitled to:

          * four weeks paid vacation each year;

          * use of an automobile in accordance with ASARCO's
            policies;

          * reimbursement of travel and living expenses for a
            certain period of time and of reasonable out-of
            pocket expenses; and

          * participate in ASARCO's employees' benefit plans;

   (e) On or before the Effective Date, ASARCO will obtain a
       standby irrevocable letter of credit in favor of
       Mr. Lapinsky and beneficiaries in an amount equal to the
       aggregate of the retention payment, the success bonus, the
       severance and other applicable benefits; and

   (f) ASARCO will fully indemnify Mr. Lapinsky.

                      Republic's Statement

Republic Engineered Products Inc., North America's largest
producer of special bar quality steel, disclosed that Jaime Vigil
has been appointed as President and Chief Executive Officer of
Republic Engineered Products Inc., replacing Joseph F. Lapinsky.

Lapinsky is leaving Republic in solid financial condition as the
company became debt-free earlier this year.  He led the company
through its acquisition in July 2005 by Industrias CH, S.A. de
C.V., the Mexico City-based steel producer and processor.  He has
agreed to be available in an advisory capacity during the
leadership transition and has discussed being considered to serve
as a Republic board member.

"Republic is in a good position today and ICH continues to invest
in the business," Mr. Lapinsky said.  "I've decided this is a good
time for me to step aside and pursue other interests.  Jaime Vigil
will continue the progress we have made since ICH's acquisition,
particularly our focus on developing operations that serve the
best interests of our valued customers."

Mr. Vigil has served as executive adviser since ICH's acquisition
of Republic.  He previously served as CEO of Pytsa Industrial S.A.
de C.V., a wholly owned subsidiary of ICH, and also as its
investor-relations manager.  In addition, Mr. Vigil served as an
alternate director for ICH's board of directors.

"I have learned a great deal working with the management team at
Republic for the past 11 months," Mr. Vigil said.  "Joe Lapinsky
is a well-respected leader in the SBQ industry and I have enjoyed
working closely with him.  I look forward to helping Republic
continue to make strides in improving operations and enhancing
productivity and efficiency in order to grow the business and
expand our ability to provide value-added opportunities for our
customers."

                         About Republic

Republic Engineered Products, Inc. is North America's leading
supplier of special bar quality steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off- highway vehicles and industrial
equipment.  With headquarters in Fairlawn, Ohio, the privately
owned company operates steelmaking centers in Canton and Lorain,
Ohio, and value-added rolling and finishing facilities in Canton,
Lorain and Massillon, Ohio; Lackawanna, New York; Gary, Indiana;
and Hamilton, Ontario.  Republic employs approximately 2,500
people.

                          About ASARCO

Based 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: Tom Yip Appointed as Vice President and CFO
-------------------------------------------------------
ASARCO LLC obtained authority from the U.S. Bankruptcy Court for
the Southern District of Texas in Corpus Christi to appoint
Tom Yip as its vice-president and chief financial officer,
effective as of May 1, 2006.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that Mr. Yip is a Canadian-chartered accountant who began
his career as an auditor with KPMG in 1979.  Before his
employment in ASARCO, Mr. Yip was director of operational
planning and analysis of Kinross Gold Corporation, a publicly
traded precious metal producer.

At Kinross, Mr. Yip provided quantitative analytical support to
the chief operating officer for purposes of suggesting and
directing corporate-wide initiatives aimed at controlling and
reducing significant operating costs, Mr. Prince adds.

                        The CFO Agreement

The CFO Agreement between ASARCO and Mr. Yip is a two-year
employment contract with an automatic one-year renewal term, and
an expiration date set one year after the effective date of a plan
of reorganization, unless the parties agree to extend it for
another year.

The salient terms of the CFO Agreement are:

   (a) Mr. Yip will receive:

          * $200,000 as annual base salary;

          * a bonus equal to 20% of his base salary earned in
            2006, if he is still with ASARCO by January 2007; and

          * a one-time retention payment equal to 35% of his
            initial base salary of which:

               -- 50% is payable on the Effective Date; and

               -- 50% is payable six months after the Effective
                  Date;

   (b) If Mr. Yip is terminated for good reasons, he is entitled
       to severance in an amount equal to 24 months of his base
       salary, 50% of which will be vested immediately after
       approval of the CFO Agreement, and the remaining 50% to
       be vested six months after;

   (c) Mr. Yip is also entitled to:

          * four weeks paid vacation each year;

          * a two-year renewable automobile lease;

          * living expenses for the cost of renting an apartment
            in Tucson, Arizona for one year;

          * reimbursement of moving, travel and reasonable out-
            of-pocket expenses; and

          * participate in ASARCO's employees' benefit plans; and

   (d) ASARCO will fully indemnify Mr. Yip.

Based 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: McAllister Appointed as Executive Vice President
------------------------------------------------------------
Douglas McAllister was appointed as ASARCO LLC's interim chief
restructuring officer pursuant to a December 2005 stipulation
regarding corporate governance.  While acting as interim CRO, Mr.
McAllister was also ASARCO's general counsel and secretary.

As of July 1, 2006, ASARCO has appointed Joseph Lapinsky as its
permanent chief executive officer and president.

ASARCO sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to
appoint Mr. McAllister as its executive vice-president, while
continuing to act as its general counsel and secretary.

As executive vice-president, general counsel, and secretary, Mr.
McAllister will receive $250,000 as base salary and a $50,000
lump sum.

Mr. McAllister will maintain all other benefits afforded to him
as ASARCO's employee.  Mr. McAllister will also maintain his
current level of indemnification.  Furthermore, Mr. McAllister is
still eligible to participate in ASARCO's Retention and
Recruitment Plan.

While serving as interim CRO, Mr. McAllister retained his own
counsel to advise him of the negotiations leading to the
execution of the Corporate Governance Stipulation and help him
make an informed decision.  Mr. McAllister expended $7,000 for
his attorneys' fees.

Judge Schmidt authorizes ASARCO to reimburse Mr. McAllister of his
legal fees.

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).


AXM PHARMA: Acquires 51% Interest in Chinese Drug Distributor
-------------------------------------------------------------
AXM Pharma, Inc., completed the acquisition of a 51% interest in
Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd. through the
issuance of 3.7 million shares of AXM Pharma's common stock.  The
acquisition closed on July 1, 2006.  AXM says that it will
consolidate the results of Ming Cheng for financial reporting
purposes beginning in the Company's third quarter.

"We are pleased that we were able to complete the acquisition of a
majority interest in Ming Cheng," said Wang Weishi, CEO of AXM
Pharma.  "Ming Cheng's large customer will allow us to market our
innovative pharmaceutical products to an expanded customer base.
In addition, its broad range of innovative products, including
many proprietary products, will allow us to penetrate new markets
and further expand the customer base.  We believe this transaction
should enable the company to significantly increase revenue during
the second half of the year, and improve its operating results."


                       About Ming Cheng

Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd., is located
in Shenyang, a key pharmaceutical distribution center in
northeastern China, and is mainly engaged in the distribution of
patented Chinese Medicines, antibiotics, biochemical medicines and
healthcare products.  Ming Cheng's sales are primarily in Beijing,
Tianjin and the provinces of Hebei, Liaoning, Jilin and
Heilongjiang.  Ming Cheng distributes over 5,000 products and has
exclusive distribution rights to approximately 100 products. The
company has approximately 100 employees and sells to approximately
13,000 wholesalers and retail outlets.

                       About AXM Pharma

Headquartered in New York, AXM Pharma, Inc. (AMEX: AXJ) --
http://www.axmpharma.com/-- through its wholly owned subsidiary,
AXM Pharma Shenyang, Inc., manufactures proprietary and generic
pharmaceutical products, which include injectables, capsules,
tablets, liquids and medicated skin products for export and
domestic Chinese sales.  AXM Shenyang is located in the City of
Shenyang, in the Province of Liaoning, China.  AXM Shenyang has an
operating history of approximately 10 years.

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about AXM Pharma, 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 losses and need for additional
capital.


AXM PHARMA: Moore Stephen to Replaces Lopez Blevins as Accountant
-----------------------------------------------------------------
AXM Pharma, Inc. terminated the services of Lopez, Blevins, Bork &
Associates, LLP and hired Moore Stephen Wurth Frazer and Torbet,
LLP as the its independent accountant.

The Company reported that it had no disagreements with Lopez on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure and that
Lopez disclaimed their opinion in the Company's annual report for
the fiscal year ended Dec. 31, 2005.

Moore Stephen will commence with the review of the Company's
financial statements and Form 10-QSB filing for the quarter ended
June 30, 2006, the Company disclosed.

                       About AXM Pharma

Headquartered in City of Industry, California, AXM Pharma, Inc.
(AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly
owned subsidiary, AXM Pharma Shenyang, Inc., is a manufacturer
of proprietary and generic pharmaceutical products, which include
injectables, capsules, tablets, liquids and medicated skin
products for export and domestic Chinese sales.  AXM Shenyang
is located in the City of Shenyang, in the Province of Liaoning,
China.  AXM Shenyang has an operating history of approximately
10 years.

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about AXM Pharma, 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 losses and need for additional
capital.


BARRINGTON BROADCASTING: Moody's Rates $125 Million Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and SGL-2 Speculative Grade Liquidity rating to Barrington
Broadcasting Group LLC.  Additionally, Moody's assigned a Ba3
rating to the proposed $172.5 million senior secured credit
facility and a B3 rating to the proposed $125 million 8-year
senior subordinated notes.

Proceeds of $201.7 million from the transaction along with $60.3
million of cash equity from the Pilot Group LP will be used to
finance the acquisition of twelve television stations from Raycom
Media, Inc. for $262 million scheduled to close during the third
quarter of 2006.  This is the first time Moody's has assigned
ratings to Barrington Broadcasting Group LLC.

The B1 corporate family rating reflects Barrington's substantial
debt to EBITDA leverage, modest scale and adequate asset coverage.
The rating also incorporates the company's limited free cash flow,
modest EBITDA margin and increasing business risk resulting from
the broadcast television industry's declining audience and the
fragmentation of advertising spending over a growing number of
mediums including the internet.  The Raycom transaction will add
to the company's geographic diversity and scale.  The equity
contribution made to fund a portion of this acquisition and
comfortable asset coverage support the ratings.

Assignments:

   Issuer: Barrington Broadcasting Group LLC

     * Corporate Family Rating, Assigned B1
     * Speculative Grade Liquidity Rating, Assigned SGL-2
     * Senior Secured Bank Credit Facility, Assigned Ba3
     * Senior Subordinated Regular Bond/Debenture, Assigned B3

The stable outlook reflects the expectation that the company will
gradually reduce leverage through a combination of improving
operating margins and debt reduction.

The SGL-2 rating reflects the company's good liquidity profile
as projected over the next four quarters.  The SGL-2 rating
incorporates positive free cash flow generation, the substantial
availability under its new $25 million revolving credit facility,
lack of any sizeable near-term maturities, the company's high debt
burden relative to free cash flow and minimal cash balance.

Pro forma for the acquisition of twelve television stations from
Raycom Media, Inc, Moody's believes that the company's free cash
flow generation will be sufficient to fund both core operations
and elevated levels of capital expenditures associated with the
automation of seven of its stations.

The SGL-2 rating is also supported by Barrington's portfolio of
television stations, which could provide liquidity despite being
encumbered by the secured bank agreement and the modest cushion
projected under its bank financial maintenance covenants.

Barrington Broadcasting Group, LLC, headquartered in Hoffman
Estates, Illinois, is a television broadcaster comprised of
stations located in Missouri, Texas, Indiana, Michigan, Illinois,
New York, Georgia, Iowa, Colorado and South Carolina including the
stations acquired from Raycom Media, Inc.


BCBG MAX: Moody's Rates $50 Million Senior Term Loan at B3
----------------------------------------------------------
Moody's Investors Service assigned a B3 to BCBG Max Azria Group,
Inc.'s new third lien term loan and affirmed all existing ratings
with a stable outlook.  The proceeds from the new $50 million
third lien term loan along with an incremental $30 million of Term
Loan B and approximately $12 million of borrowings under its
upsized $150 million revolving credit facility will be used to
finance its planned acquisition of Max Rave, LLC.  The outlook
remains stable.

This rating has been assigned:

   * $50 million senior secured third lien term loan of B3.

These ratings have been affirmed:

   * Corporate family rating at B1;
   * $150 million senior secured revolving credit facility
   * $229.5 million senior secured term loan B at B1.

The corporate family rating is constrained by the company's very
high business risk as a fashion forward women's apparel retailer,
which scores at the Caa rating level, as well as its high
seasonality and relatively small scale whose attributes are both
indicative of a B rating category.  These risks are balanced by
BCBG's strong profitability and credible market position, which
are both reflective of an investment grade company.

Adding further support to the rating category is the BCBG US
company's capital structure which pro forma for the Max Rave
acquisition results in credit metrics predominantly reflective of
a Ba rating level.  The ratings also consider the company's strong
reliance on its founder Max Azria, as well as BCBG's status as a
private company, which excludes it from SEC requirements such as
Sarbanes-Oxley and the reporting of material events.

In addition, the ratings reflect the potential risks and
opportunities associated with the company's continued growth plans
over and above its planned acquisition of Max Rave, which will
more than double the company's store count.  In addition, the
ratings consider Max Rave's history of challenging operating
results which resulted in both a distressed debt exchange and a
bankruptcy filing.

An upgrade is unlikely at the present time and would require the
development of a corporate culture and mode of operation that
placed less reliance on the owners, as well as a longer term track
record of consistent earnings and greater diversification of the
company's sales base between its various brands.  In addition,
positive rating pressure would require evidence that a projected
turnaround of the previously challenged G+G stores has been
accomplished.

Negative rating pressure could develop should BCBG US company's
operating performance deteriorate such that Debt rises above
4.5 times or should the EBIT margin fall below 15%.  In addition,
negative rating pressure could develop should BCBG US choose to
fund current operating losses of its foreign subsidiaries or
related parties, should G+G not evidence signs that a turnaround
is underway, or should financial policies change such that the
company borrows to return value to its shareholders in excess of
anticipated tax requirements.

BCBG Max Azria Group, Inc., headquartered in Vernon, California,
is an apparel retailer and wholesaler.  It operates 80 retail
stores, 57 factory stores, and 102 partner shops in the United
States.  In addition, it distributes to over 400 wholesale doors
under the BCBGMaxAzria, TO THE MAX, maxime, dorothee bis, Herve
Leger, BCBGirls, Parallel, and maxandcleo brand names.  The Max
Rave acquisition will add a minimum of 450 stores currently under
the G+G, Rave, and RaveGirl name plates which will all be
converted to the Max Rave name plate.  Total revenues pro forma
for the transaction for the fiscal year ended Dec. 31, 2005 were
$891 million.


BERKLINE/BENCHCRAFT: Moody's Junks Rating on $50 Million Loan
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Berkline.
The ratings outlook is negative.  The ratings downgrade
reflects the continuing operating difficulties at Berkline,
with increasing raw material prices and uncertainty about future
consumer spending trends.  The negative outlook reflects Moody's
belief that the company's operating difficulties may persist and
result in tight financial covenants and the need to obtain
waivers.

These ratings were downgraded by this action:

   * $25 million senior secured $25 million revolver to B2 from
     B1;

   * $110 million senior secured term loan to B2 from B1;

   * $50 million second lien to Caa1 from B2;

   * Corporate family rating to B2 from B1

The combination of deteriorating sales, higher raw material prices
and exposure to bankrupt furniture retailers such as Levitz have
resulted in lower operating margins over the last year with
adjusted EBIT margin falling from 6.4% in 2004 to 3.1% in the LTM
ended March 2006.  Berkline' operating difficulties have also
resulted in higher adjusted leverage and lower interest coverage.
For example, when measured as adjusted debt, leverage increased to
8.1 times in the LTM ended March 31, 2006 from 4.9x in 2004 and
interest coverage decreased to 1.4 times from 2 times during the
same period.

In addition, Berkline's ratings are also limited by the highly
competitive and fragmented nature of the residential furniture
business, the possibility that recent price increases will not be
sufficient enough to cover increases in raw material costs and
uncertainty in consumer spending.

The company's ratings are supported by the Berkline and BenchCraft
brand names, its broad and diversified customer and supplier base,
its wide product line at a variety of price points; and its
leading position in motion and upholstered furniture.

The two notch downgrade of the second lien loan to Caa1 from B2
reflects the lower expected recovery in a distressed scenario.

Headquartered in Morristown, Tennessee, Berkline/BenchCraft is a
leading manufacturer of motion upholstery furniture, freestanding
reclining chairs and stationary furniture.  Revenue for the LTM
ended March 31, 2006 approximated $525 million.


BETH ISRAEL: Wants Court Nod on Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------------------
Beth Israel Hospital Association of Passaic, dba PBI Regional
Medical Center, asks the U.S. Bankruptcy Court for the District of
New Jersey for permission to employ Cole, Schotz, Meisel, Forman &
Leonard, P.A., as its bankruptcy counsel.

Cole Schotz will:

    (a) assist the Debtor in preparing schedules of assets and
        liabilities and statements of financial affairs;

    (b) provide legal advice to the Debtor with respect to its
        powers and duties as debtor-in-possession in the continued
        operation of their businesses and management of its
        assets;

    (c) prepare, on the Debtor's behalf, all necessary
        applications, answers, orders and other legal papers
        required in connection with the administration of the
        Chapter 11 estate;

    (d) appear before the Bankruptcy Court and any other court
        to represent and protect the Debtor's interests and
        estate;

    (e) represent the Debtor in any adversary proceedings, either
        commenced by or against the Debtor;

    (f) assist the Debtor in the formulation and implementation of
        its Chapter 11 plan, including drafting and negotiating
        agreements regarding sales of the Debtor's assets and
        processing necessary motions seeking approval of such
        transactions; and

    (g) perform all other legal services for the Debtor, as
        debtor-in-possession, as may be necessary.

Michael D. Sirota, Esq. a partner of Cole Schotz, tells the Court
that he will bill $515 per hour for this engagement.  Mr. Sirota
discloses that the firm's other professionals bill:

    Profession                 Designation         Hourly Rate
    ----------                 -----------         -----------
    Gerald H. Gline, Esq.      Partner                 $500
    Stuart Komrower, Esq.      Partner                 $425
    Leo V. Leyva, Esq.         Partner                 $440
    Ilana Volkov, Esq.         Partner                 $390
    Warren A. Usatine, Esq.    Partner                 $375
    Kenneth L. Baum, Esq.      Partner                 $340

    Mark J. Politan, Esq.      Associate               $260
    Kristin S. Elliott, Esq.   Associate               $225
    Gia G. Incardone, Esq.     Associate               $185
    Felice R. Singer, Esq.     Associate               $165

    Frances Pisano             Paralegal               $150
    Cynthia Braden             Paralegal               $150
    Mary Manetas               Paralegal               $130

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

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


BETH ISRAEL: Has Until August 24 to File Schedules and Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave Beth
Israel Hospital Association of Passaic, dba PBI Regional Medical
Center, until Aug. 24, 2006, to file its Schedules of Assets and
Liabilities and Statement of Financial Affairs.

The Debtor tells the Court that before it filed for bankruptcy, it
focused on numerous tasks necessary to ensure the its continued
operations of providing quality healthcare while also attending to
the filing of their Chapter 11 case, which included:

    (a) evaluating various financing options to allow the hospital
        to continue to operate;

    (b) responding to numerous requests for information from the
        its bondholder and pre-petition lender, Commerce Bank,
        N.A.;

    (c) reviewing voluminous financing and other documents in
        preparation of the Chapter 11 filings;

    (d) responding to inquiries of its Board of Trustees,
        executives and key employees; and

    (e) addressing issues relating to its cash needs and proposed
        use of cash collateral and negotiating a post petition
        credit facility with Commerce Bank.

The Debtor contends that it was better to seek the extension and
complete the schedules and statements than file incomplete
documents and amend them at a later date.

Headquartered in Passaic, New Jersey, Beth Israel Hospital
Association of Passaic, dba PBI Regional Medical Center --
http://www.pbih.org/-- is a 264-bed, non-profit acute care
hospital located in the City of Passaic, New Jersey.  The Medical
Center represents the consolidation of two significant hospitals,
namely Passaic Beth Israel Hospital and the General Hospital
Center of Passaic, and provides medical and health services
including comprehensive cardiac services program, bypass surgery,
electrophysiology, off pump surgery, and others.

The Company filed for chapter 11 protection on July 10, 2006
(Bankr. D. N.J. Case No. 06-16186).  Mark J. Politan, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


BODIES IN MOTION: Section 341(a) Meeting Scheduled on July 25
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Bodies In
Motion Inc.'s creditors at 9:00 a.m., on July 25, 2006, at 21051
Warner Center Lane, #105 in Woodland Hills, California.  This is
the first meeting of creditors required under Section 341(a) of
the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in North Hills, California, Bodies in Motion Inc. --
http://www.bodiesinmotion.com/-- operates a chain of private
fitness facilities offering boxing, yoga, personal training, and
other physical fitness programs.  The Company filed for chapter 11
protection on June 20, 2006 (Bankr. C.D. Calif. Case No. 06-
10931).  Ron Bender, Esq., at Levene, Neale, Bender, Rankin &
Brill, LLP, represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


CALIFORNIA THEATRE: Section 341(a) Meeting Scheduled on August 15
-----------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of
California Theatre Investments Group, LLC's creditors at
1:30 p.m., on Aug. 15, 2006, at the Sixth Floor, Suite 630,
402 West Broadway in San Diego California.  This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

Headquartered in San Diego, California, California Theatre
Investments Group, LLC, filed for chapter 11 protection on
July 12, 2006 (Bankr. S.D. Calif. Case No. 06-01793).  Alan
Vanderhoff, Esq., of Vanderhoff Law Group, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets between
$10 million and $50 million and debts between $1 million and
$10 million.


CALPINE CORP: Court Extends Investigation Deadline to Oct. 31
-------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York granted the request of Calpine Corp.
and its debtor-affiliates to extend the Investigation Termination
Deadline until Oct. 31, 2006.

                    First Lien Trustee Objects

Law Debenture Trust Company of New York, successor indenture
trustee under the Indenture for the 9-5/8% Priority Senior
Secured Notes due 2014, complained that the Debtors and the
Official Committee of Unsecured Creditors did not articulate any
specific reason why their investigation of their liabilities in
the First and Second Lien Debt could not be completed for the
last seven months.

Steven B. Levine, Esq., at Brown Rudnick Berlack Israels LLP, in
Boston, Massachusetts, noted that the Debtors and the Committee's
only reason for the extension is the "immense task of
restructuring" the numerous Debtors.

The Debtors and the Committee's request for an extension of the
Investigation Deadline is disingenuous, Mr. Levine asserted.  To
the extent that the Debtors and the Committee had legitimate
concerns about the perfection of the lien securing the First Lien
Notes, they should have raised those concerns before seeking the
Court's approval to pay the First Lien Noteholders, Mr. Levine
says.

The First Lien Trustee agreed to a three-month extension of the
Investigation Deadline, provided that there will be no more
extension permitted beyond Oct. 31, 2006, except with respect
to the Repayment Related Claims.

The Debtors and the Committee asserted that an extension of the
Investigation Deadline with respect to the Repayment Related
Claims is also necessary since the Court extended the time within
which they were required to respond to the First Lien Trustee's
Amended Complaint, Mr. Levine noted.

The First Amended Complaint sought, among others, a declaratory
judgment that a Make Whole Premium became due by virtue of the
redemption of the First Lien Notes, and a declaratory judgment
that the First Lien Trustee had an allowed secured claim for all
principal, accrued and accruing interest at the applicable rates
provided under the First Lien Indenture and all other fees.

The Court clarifies that there is no Investigation Termination
Date for claims related to any demands for payments allegedly due
as a consequence of the Debtors' default or repayment before the
maturity date of the First and Second Lien Debts.

                      About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Sell Dighton Project for $90.1 Million
-------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Southern District of New York to:

   (a) enter into the Dighton Project Asset Purchase Agreement;
       and

   (b) assume and assign the Assigned Contracts.

The Debtors also ask the Court to exempt the Sale of the Dighton
Project from any stamp tax.

Debtor Dighton Power Associates Limited Partnership owns a 170-
megawatt gas-fired combined cycle electric generating facility in
Dighton, Massachusetts.  The Dighton Project is comprised of
nearly 60 acres of land, with the main facility site occupying
approximately six acres.  Currently, there are 15 full-time
employees assigned to the Dighton Project, all of whom are non-
union employees.

The Debtors, the Official Committee of Unsecured Creditors, and
the Unofficial Committee of Second Lien Debtholders, in
consultation with Law Debenture Trust Company of New York, as
Indenture Trustee for the First Lien Noteholders, determined that
the Dighton Project would not maximize nor sustain Calpine
Corporation's overall enterprise value.

The Committees have agreed that the Debtors may use up to
$600,000 of the DIP Facility proceeds to fund operations and
expenses at the Dighton Project.

During the peak summer season, the Dighton Project is cash flow
positive.  However, in the fall, the Dighton Project may
experience a liquidity crisis, Bennett L. Spiegel, Esq., at
Kirkland & Ellis LLP, in Los Angeles, California, tells the
Court.

Because of the impending liquidity crisis, the Debtors agree to
sell substantially all of the assets in the Dighton Project.  As
a result, the Debtors executed an Asset Purchase Agreement for
the sale of the Dighton Project to BG North America LLC.

The salient terms of the Asset Purchase Agreement are:

   (1) BG North America will pay to Dighton Power:

          -- $89,815,600 in cash on Closing Date; and

          -- $370,000 as cure payment for the Assigned Contracts;

   (2) The Acquired Assets will be transferred free and clear of
       all liens, claims, encumbrances and other interests other
       than any Permitted Liens and Assumed Liabilities.

       The Acquired Assets include:

          (a) all real property owned by Dighton Power, and all
              improvements, structures and fixtures on the real
              property;

          (b) all of Dighton Power's rights under the leased real
              property;

          (c) all of Dighton Power's rights under the easements,
              rights of way, real property licenses, and other
              real property entitlements related to its Owned and
              Leased Real Property;

          (d) all of Dighton Power's owned equipment, spare
              parts, machinery, furniture, fixtures, and other
              personal property used exclusively in the Dighton
              Project, and Dighton's rights to the warranties and
              Licenses for the Equipment;

          (e) all of Dighton Power's rights under sales orders,
              service agreements and customer contracts;

          (f) all of Dighton Power's rights under these supplier
              contracts:

                 * Interconnection Agreement with Montaup
                   Electric Company, dated April 10, 1997,

                 * Operational Balancing Agreement with Algonquin
                   Gas Transmission Company, dated March 15,
                   2000,

                 * Water Agreement with Dighton Water District,
                   dated March 27, 1997,

                 * Parts Sales and Maintenance Service Agreement
                   with ALSTOM Power, Inc., dated Aug. 20, 1997,
                   and

                 * Blanket Terms and Conditions for Renewal
                   Parts, Equipment and Services with ALSTOM
                   Power, Inc., dated Feb. 29, 2000;

          (g) all of Dighton Power's rights under the:

                 * Tax Increment Financing Agreement with the
                   town of Dighton, dated Oct. 30, 1995, and

                 * Dighton Charitable Fund Advisory Committee
                   Agreement with the town of Dighton, dated
                   Oct. 7, 1999;

          (h) all inventories of fuel, chemical and gas supplies,
              materials and critical spares located at or in
              transit to the Dighton Project on the Closing Date,
              and the rights associated with each inventory;

          (i) any computer software or systems owned exclusively
              by Dighton Power, and the licenses for each
              computer software or system;

          (j) all rights of Dighton Power under permits,
              authorizations, approvals, registrations, Emission
              Allowances and licenses issued by government
              agencies related exclusively to the operation of
              the Dighton Project;

          (k) copies of all Business Records;

          (l) the Dighton Plant;

          (m) rights to and goodwill represented by the names
              "Dighton Plant," "Dighton" and "Dighton Power
              Project"; provided that BG North America cannot use
              a name that includes a Calpine Mark; and

          (n) all assets relating to Employee and Benefit
              Matters;

   (3) The Excluded Assets consist of:

          (a) all of Dighton Power's cash and cash equivalents,
              marketable securities, prepaid expenses, advance
              payments, surety accounts, deposits and other
              similar prepaid items, checks in transit and
              undeposited checks;

          (b) all of Dighton Power's accounts and notes
              receivable as of 11:59 p.m., on the Closing Date;

          (c) assets, property and other rights held or owned by
              the Debtors not used exclusively by Dighton Power
              in the operation of the Dighton Project;

          (d) forecasts, financial statements and proprietary
              manuals prepared by or used by Dighton Power to the
              extent not relating exclusively to the Dighton
              Project;

          (e) all of Dighton Power's rights under Contracts that
              are not Assigned Contracts;

          (f) all assets to be retained by Dighton Power relating
              to Employee and Benefit Matters;

          (g) all rights to claims, refunds or adjustments with
              respect to Excluded Assets, all other refunds or
              adjustments relating to any proceeding before any
              government agency relating to the period before the
              closing date, and all rights to insurance proceeds;

          (h) any of Dighton Power's asset that would constitute
              an Acquired Asset that is conveyed or otherwise
              disposed of from July 6, 2006, until the closing
              date;

          (i) all losses, loss carry forwards and rights to
              receive refunds, credits and loss carry forwards
              with respect to all of Dighton Power's taxes
              incurred on or before the Closing Date, including
              interest receivable;

          (j) all rights and claims of Dighton Power arising out
              of events before the Closing Date;

          (k) all shares of capital stock, partnership interests
              or other equity interests of Dighton Power and all
              of its affiliates;

          (l) all of Dighton Power's rights under the APA and
              under any other agreement between Dighton Power and
              BG North America;

          (m) all rights to or goodwill pertaining to all names,
              marks, trade names, trademarks and service marks
              incorporating the name Calpine;

          (n) all rights under any contract that has been
              guaranteed by Calpine or to which Calpine is a
              party;

          (o) all Retained Books and Records;

          (p) all of Dighton Power's rights to recovery of
              collateral given to obtain letters of credit and
              rights to recover amounts drawn or paid on letters
              of credit;

          (q) all accounts receivable and other amounts due to
              Dighton Power from any of its affiliates and all of
              Dighton Power's rights and claims against any of
              its affiliates, including all of Dighton Power's
              claims against Calpine; and

          (r) the MAXIMO computerized maintenance information
              software, the PI server software, certain IT
              equipment, other proprietary Calpine data, and
              certain rented cylinders for gas inventories.

   (4) Dighton will assume and assign these Agreements to BG
       North America:

          (a) Tax Increment Financing Agreement with the town of
              Dighton, dated Oct. 30, 1995, and

          (b) Dighton Charitable Fund Advisory Committee
              Agreement with the town of Dighton, dated
              Oct. 7, 1999;

   (5) The Assumed Liabilities include all of Dighton Power's
       liabilities under the Assigned Contracts, the Acquired
       Assets, the Permits, the Employees' Benefits, Transaction
       Taxes, and personal property taxes;

   (6) Dighton Power will retain liabilities with respect to
       accounts payable other than those under Assigned Contracts
       and all liabilities arising in connection with the
       Excluded Assets.  Dighton Power will also retain any
       credit that is not an Assumed Liability and any claim
       relating to the Open-End Mortgage, Security Agreement,
       Assignment of Rents and Leases, Fixture Filing and
       Financing Statement, dated Sept. 15, 1997, in favor of
       Toronto Dominion (Texas), Inc., as collateral agent;

   (7) BG North America will deposit in an Escrow Account:

          -- $4,490,780 on Calpine's approval of the Purchase
             Notice, and

          -- $4,490,780 on the Court's entry of the Sale Order;
             and

   (8) BG North America is entitled to payment of a break-up fee
       and expense reimbursement.

A full-text copy of the 128-page Dighton Project APA is available
for free at http://ResearchArchives.com/t/s?de3

Mr. Spiegel tells the Court that the value the Debtors will
receive from the sale exceeds any value the Debtors could get for
the Acquired Assets if they are required to liquidate their
assets.  The Debtors' professionals have assessed that the
Debtors would be unlikely to obtain more than $20,000,000 if the
Dighton Facility was shut down and sold piecemeal.

According to Mr. Spiegel, no other entity has offered to purchase
the Dighton Project Assets for greater economic value than BG
North America.

The Debtors believe that the proposed sale to BG North America,
subject to a market test through an auction, will serve to
maximize the value received for the Dighton Project.

If no timely, conforming Qualifying Bids are submitted by Aug. 30,
2006, Dighton Power will seek a sale hearing to take place on
Sept. 13, 2006, to consider the APA with BG North America.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHATTEM INC: Earns $10.2 Million in Second Fiscal Quarter 2006
--------------------------------------------------------------
Chattem, Inc.'s total revenues for the second fiscal quarter ended
May 31, 2006, were $79.4 million compared to total revenues of
$75.7 million in the prior year quarter, representing a 5%
increase.  Total revenues increased 8% over the second quarter of
fiscal 2005 excluding sales of pHisoderm, which was divested in
November 2005.  Revenue growth for the quarter was driven by the
continued strength of the Gold Bond(R) franchise, up 11%, led by
Gold Bond Ultimate(R) Healing Lotion, the BullFrog(R) franchise,
up 25%, reflecting strong sales of BullFrog Mosquito Coast(R), the
Selsun(R) franchise, up 7%, due to the introduction of Selsun
Salon(TM), and incremental sales from Icy Hot Pro-Therapy(R) and
Dexatrim Max20(TM).

Net income in the second quarter of fiscal 2006 was $10.2 million,
compared to $15.5 million in the prior year quarter.  Net income
in the second quarter of fiscal 2006 was reduced by employee stock
option expenses under FAS 123R.  Net income for the second quarter
of fiscal 2005 included the reversal of a charge related to the
Dexatrim(R) litigation and a loss on early extinguishment of debt.
As adjusted to exclude these items, net income for the second
quarter of fiscal 2006 was $11.1 million, compared to $12.3
million in the prior year quarter.  The decrease of adjusted net
income in the second quarter of fiscal 2006, in spite of an
increase in total revenues, was due to increased advertising and
promotional spending to support the Company's new products,
primarily Icy Hot Pro-Therapy and Selsun Salon.

               First Six Months Financial Results

For the first six months of fiscal 2006, total revenues were
$163.4 million compared to total revenues of $147.2 million in the
prior year period, representing an 11% increase.  Total revenues
increased 15% over the prior year period excluding sales of
pHisoderm, which was divested in November 2005.  Revenue growth
for the first half of fiscal 2006 was led by the new product
launches of Icy Hot Pro-Therapy and Selsun Salon and continued
growth of the Gold Bond lotion business.  For the first six months
of fiscal 2006, the Selsun franchise increased 15%, the Gold Bond
franchise increased 12% and the topical analgesic portfolio
decreased slightly, as compared to the prior year period.

Net income in the first six months of fiscal 2006 was $25 million,
compared to $24.2 million in the prior year period.  Net income in
the first six months of fiscal 2006 included a loss on early
extinguishment of debt, a recovery related to the Dexatrim
litigation settlement and employee stock option expenses under FAS
123R.  Net income in the first six months of fiscal 2005 included
a loss on early of extinguishment of debt and the reversal of a
charge related to the Dexatrim litigation.  As adjusted to exclude
these items, net income in the first six months of fiscal 2006 was
$22.7 million, compared to $22.8 million in the prior year period.
Net income grew at a lower rate than total revenues for the first
six months of fiscal 2006 as a result of increased advertising and
promotional spending to support the Company's new products,
primarily Icy Hot Pro-Therapy and Selsun Salon.

             Share Repurchase and Capital Resources

The Company commenced the solicitation of consents from the
holders of its $107.5 million 7% Senior Subordinated Notes due
2014 to an amendment to the related indenture to increase the
Company's capacity to make restricted payments by an additional
$85 million, including payments for the repurchase of the
Company's common stock.  In connection with the consent
solicitation, the Company's Board of Directors has authorized the
repurchase of up to an additional $100 million of the Company's
common stock, under the terms of the Company's existing stock
repurchase program.  Under the program, the Company may, from time
to time, purchase shares of its common stock based on a number of
factors, including market conditions, the market price of the
common stock, effect on earnings, available cash and other factors
as the Company deems appropriate, subject to the limitations under
the indenture, the Company's credit agreement and applicable
regulatory requirements.  From March 1, 2006, through July 6,
2006, the Company repurchased 605,000 shares of its common stock
at an aggregate cost of $19.8 million.

The Company currently plans to fund any future stock repurchases
with cash generated from operations and borrowings under its
existing senior credit facility.  As of May 31, 2006, the
Company's outstanding indebtedness under the senior credit
facility was $38.0 million.  The Company's net debt (total debt
less cash) as of May 31, 2006, was $132.1 million compared to
$146.7 million as of May 31, 2005.  The Company's leverage ratio
(net debt/EBITDA(2) on a trailing 12 month basis) was 1.7x as of
May 31, 2006 compared to 1.9x as of May 31, 2005.

                          About Chattem

Headquartered in Chattanooga, Tennessee, Chattem Inc.,
(NASDAQ: CHTT) - http://www.chattem.com/-- manufactures and
markets a variety of branded consumer products, including over-
the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                         *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to stable from positive.  At the same time, Standard & Poor's
affirmed all of Chattem's ratings, including its 'BB-' corporate
credit rating.  Approximately $151 million of debt was affected by
this action.


CHICAGO HUDSON: Can Sell Assets to Royal Apartments for $12.6 Mil.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the sale of substantially all of Chicago Hudson LLC's
assets to Royal Apartments USA Inc. for $12.6 million.

The approval is without prejudice to objections from any party
filed on or before July 28, 2006.

The Debtor's Assets consist of approximately 0.94 acres of real
estate and related improvements situated in Cook County, Illinois.

The Debtor, through its bid representative Millenium Properties
Inc., will conduct an auction sale of the Assets on July 31, 2006,
9:00 a.m. at the offices of Levenfeld Pearlstein, Suite 1300,
2 North LaSalle Street in Chicago, Illinois.

Potential bidders must deliver copy of their bids not later than
5:00 p.m. on July 28, 2006 to:

   a) the Debtor:

      Chicago Hudson LLC
      Attn: Michael J. Sreenan
      853 North Elston Avenue
      Chicago, IL 60622
      Tel: (312) 666-8887
      Fax: (773) 304-1999

   b) the Debtor's counsel:

      Richard S. Lauter, Esq.
      Levenfeld Pearlstein LLC
      2 North LaSalle Street
      Suite 1300
      Chicago, IL 60602
      Tel: (312) 346-8380
      Fax: (312) 346-8434

   c) the Debtor's bid representative:

      Mr. Daniel Hyman
      Millenium Properties
      Two First National Plaza
      Suite 630
      20 South Clark Street
      Chicago, IL 60603
      Tel: (312) 338-3003
      Fax: (312) 338-3008

To bid at the Auction, qualified bidders must deliver a $200,000
good faith deposit payable to the order of Levenfeld Pearlstein
LLC Client Trust Account and an executed copy of a purchase
agreement including a purchase price equal to or greater than
$12.6 million.

Royal Apartments is entitled to a $200,000 break-up fee if a
qualified bidder outbids its purchase offer.

The Court will conduct a sale hearing on July 31, 2006, 11:00 a.m.
at Courtroom 682, Dirksen Federal Building, 219 South Dearborn St.
in Chicago, Illinois to consider the Asset Sale.

Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for
chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No.
06-05596).  Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case to date.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


CHICAGO HUDSON: Court Sets September 1 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
set Sept. 1, 2006 as the deadline for creditors of Chicago Hudson
LLC to file proofs of claim.

Claims of governmental units and creditors outside the United
States must be put on record not later than 180 days after
May 16, 2006.

All claims must be filed with:

   The Clerk of Court
   United States Bankruptcy Court
   Northern District of Illinois
   Room 710
   219 South Dearborn Street
   Chicago, IL 60604

Objections to any filed claims are due Oct. 2, 2006.

Headquartered in Chicago, Illinois, Chicago Hudson, LLC, filed for
chapter 11 protection on May 16, 2006 (Bankr. N.D. Ill. Case No.
06-05596).  Richard S. Lauter, Esq., at Levenfeld Pearlstein, LLC,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case to date.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


CHRISTOPHER PEELER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Christopher Ray Peeler
        dba Christopher R. Peeler, DDS
        12300 Bayhill Drive
        Carmel, Indiana 46033

Bankruptcy Case No.: 06-03837

Chapter 11 Petition Date: July 14, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


COLLINS & AIKMAN: Court Approves Deloitte's Expanded Retention
--------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Deloitte Tax LLP for an expanded scope, nunc
pro tunc to May 16, 2006.

Deloitte Tax will provide tax co-sourcing services, including the
preparation of the 2005 federal income tax returns.  For the
additional services, the Debtors will pay Deloitte Tax $175 per
hour.

The tax services Deloitte Tax provides pursuant to the original
engagement include:

   -- assistance with Federal tax effects of bankruptcy filing;

   -- general corporate tax advisory assistance;

   -- IRS examination services;

   -- assistance with state tax post-bankruptcy emergence
      planning;

   -- contingent fee strategic property tax review services;

   -- international assignment services advisory assistance; and

   -- other related or similar tax services.

Scott L. Shekell, a member of Deloitte Tax, assures the Court
that the firm does not represent or hold any interest adverse to
the Debtors or to their estates with respect to the matters for
which it is to be employed.

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


COLLINS & AIKMAN: Excl. Plan-Filing Period Stretched to Sept. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended Collins & Aikman Corporation and its debtor-affiliates'
exclusive period to file a plan of reorganization to
Sept. 27, 2006, over an objection filed by General Electric
Capital Corporation.  The Court also extended the Debtors' period
to solicit acceptances of its Plan to Nov. 27, 2006.

GECC pointed out that the Debtors' extension request "does not
allege with specificity reasonable prospects for filing a viable
plan of reorganization."  The Debtors have not provided the Court
or their creditors with any concrete information with respect to
the Debtors' recent financial performance, GECC said.

As reported in the Troubled Company Reporter on July 6, 2006, the
Debtors told the Court that they 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 said they are 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.

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)


DELPHI CORP: Contributes $60 Million to U.S. Pension Plans
----------------------------------------------------------
Delphi Corporation contributed about $60,000,000 to its United
States pension plans on July 14, 2006.  These defined benefit
pension plans are sponsored by Delphi and certain of its U.S.
subsidiaries, all of whom filed for Court-supervised restructuring
under Chapter 11 of the U.S. Bankruptcy Code.

John D. Sheehan, Delphi vice president, chief restructuring
officer, and chief accounting officer, relates that the amount
contributed represents the portion of the pension contribution
attributable to services rendered by employees of the Debtors in
the second quarter of 2006.

Under the Employee Retirement Income Security Act and the U.S.
Internal Revenue Code, a minimum funding payment of $300,000,000
to the U.S. pension plans was due on July 14, 2006.  As permitted
under Chapter 11, however, Delphi contributed only the portion of
the contribution attributable to postpetition service.

Mr. Sheehan explains that the unpaid portion of the minimum
funding payments remains payable as a claim against Delphi and
will be determined in Delphi's plan of reorganization with other
claims.

Delphi has appointed an independent fiduciary for all of its tax
qualified defined benefit pension plans who is charged with
pursuing claims on behalf of the plans to recover minimum funding
contributions.

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 CORP: Provides Update on Status of Shareholder Lawsuits
--------------------------------------------------------------
Delphi Corporation, along with Delphi Trust I, Delphi Trust II,
current and former directors of the Company, certain current and
former officers and employees of the Company or its subsidiaries,
and others have been named as defendants in several lawsuits that
were filed beginning in March 2005 following the Company's
announced intention to restate certain of its financial
statements.

Delphi discloses in a regulatory filing with the Securities and
Exchange Commission that the Judicial Panel on Multi-district
Litigation in December 2005 transferred each of the related
federal actions to the United States District Court for the
Eastern District of Michigan for coordinated or consolidated
pretrial proceedings.

The lawsuits transferred fall into three categories:

(A) ERISA Actions

One group of putative class action lawsuits, which are
purportedly brought on behalf of participants in certain of
Delphi and its subsidiaries' defined contribution employee
benefit pension plans that invested in Delphi common stock, is
brought under the Employee Retirement Income Security Act of
1974, as amended.  The plaintiffs in the ERISA Actions allege,
among other things, that the plans suffered losses as a result of
alleged breaches of fiduciary duties under ERISA.

The ERISA Actions were consolidated in October 2005 before one
judge in the Eastern District of Michigan Court.  The ERISA
Actions were subsequently transferred to the Multi-district
Litigation.

On March 3, 2006, plaintiffs filed a consolidated class action
complaint with a putative class period of May 28, 1999, to
November 1, 2005.  Delphi, which was previously named as a
defendant in the ERISA Actions, was not named as a defendant in
the Amended ERISA Action.  The plaintiffs are not currently
asserting claims against or seeking relief from Delphi in the
Amended ERISA Action due to Delphi's bankruptcy filing, but have
stated that they plan to proceed with claims against the Company
in the ongoing bankruptcy cases, and will seek to name the
Company as a defendant in the Amended ERISA Action if the
bankruptcy stay is modified or lifted to permit such action.

The defendants have sought dismissal of the Amended ERISA Action.

(B) Securities Action

A second group of putative class action lawsuits alleges, among
other things, that Delphi and certain of its current and former
directors and officers and others made materially false and
misleading statements in violation of federal securities laws.
The Securities Actions were consolidated in September 2005 before
one judge in the U.S. District Court for the Southern District of
New York.

On September 30, 2005, the Court-appointed lead plaintiffs filed
a consolidated class action complaint on behalf of a putative
class consisting of all persons and entities who purchased or
otherwise acquired publicly-traded securities of Delphi,
including securities issued by Delphi Trust I and Delphi Trust
II, during a putative class period of March 7, 2000, through
March 3, 2005.

The Amended Securities Action names several new defendants,
including Delphi Trust II, certain former directors, and
underwriters and other third parties, and includes securities
claims regarding additional offerings of Delphi securities.  The
securities actions consolidated in the Southern District of New
York -- and a related securities action filed in the U.S.
District Court for the Southern District of Florida concerning
Delphi Trust I -- were subsequently transferred to the Eastern
District of Michigan as part of the Multi-district Litigation.

The action is stayed against Delphi pursuant to the Bankruptcy
Code, but is continuing against the other defendants.

(C) Shareholder Derivative Actions

The third group of lawsuits is comprised of shareholder
derivative actions against certain current and former directors
and officers of Delphi.

In October 2005, following Delphi's bankruptcy filing, three of
the four shareholder derivative actions were closed
administratively without prejudice.  Two of the three lawsuits
that were closed were pending in the Circuit Court of Oakland
County, Michigan, and the other was pending in the United States
District Court for the Eastern District of Michigan.

The plaintiff in the remaining shareholder derivative action has
agreed to adjourn the defendants' time to respond without date.
The two federal derivative actions were transferred to the Multi-
district Litigation.

Delphi also reports that the Company has received a demand from a
shareholder that it consider bringing a derivative action against
certain current and former directors and officers.  Delphi notes
that the Shareholder Derivative Actions and the shareholder
demand are premised on allegations that certain of its directors
and officers made materially false and misleading statements in
violation of federal securities laws or of their fiduciary
duties.

Delphi says it has appointed a committee of the Board of
Directors to consider the shareholder demand.  That committee of
the Board of Directors is still investigating the matter.

Due to the preliminary nature of these lawsuits, Delphi says it
is not able to predict with certainty the outcome of the
litigation or the Company's potential exposure.  In addition,
because any recovery on allowed prepetition claims is subject to
a confirmed plan of reorganization, the ultimate distribution
with respect to allowed claims is not presently ascertainable.

While it maintains directors and officers insurance subject to a
$10,000,000 deductible, and has recorded a reserve in the amount
of the deductible, Delphi says it cannot assure the extent of
coverage or that the impact of any loss not covered by insurance
or applicable reserves would not be material.

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


EASY GARDENER: Court Sets August 14 as General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
4:00 p.m. E.T., on Aug. 14, 2006, as the deadline for creditors of
Easy Gardener Products, Ltd., and its debtor-affiliates to file
proofs of claim.

The Court also set Oct. 17, 2006, as the deadline for governmental
units to file their proofs of claim.

Parties to contracts or leases, which were or will be rejected
before July 6, 2006, should have their proofs of claim received by
Aug. 14, 2006.  Parties to contracts or leases, which will be
rejected after July 6, 2006, have until 30 days after the Court's
rejection order to file their proofs of claim.

The proofs of claim must be filed with the Debtors' claim agent,
Logan & Company, Inc., at:

       Logan & Company, Inc.,
       Attn: Easy Gardener Claims Processing Department
       546 Valley Road
       Upper Montclair, New Jersey 07043

Creditors who fail to have their proofs of claim received on or
before the bar date are forever barred from asserting their
claims.

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


ECU SILVER: Inks $5 Million Refinancing Deal with IIG Capital
-------------------------------------------------------------
ECU Silver Mining Inc. reached a definitive agreement with IIG
Capital LLC pursuant to which the Company will refinance its
current line of credit with IIG bearing interest at 15% per annum.

Under the terms of the new agreement, the Company will issue to
IIG a $5,000,000 convertible five-year debenture bearing interest
at 8% per annum.  If the Debenture is converted by IIG within the
first two years following its issuance, it will be convertible
into units, at a price of CDN$4.25 per Unit.  Each Unit will
consist of one Common Share of the Company and one-half of a
Common Share purchase warrant, with each whole Purchase Warrant
entitling IIG to acquire one Common Share at a price of CDN$5.00
at any time before the expiry of two years following the date of
issuance of the Debenture.  If the debenture is converted after
the initial two years following its issuance, it will be
convertible into Common Shares at a price of CDN$4.25 per Common
Share.

Subject to the approval of the TSX Venture Exchange, accrued and
unpaid interest on the principal amount of the Debenture may be
converted at the option of the Holder; provided that if the market
price of the Common Shares at the time of the request for
conversion is less than CDN$4.25, the Company may, at its
discretion, pay such interest in cash instead of securities. If
such conversion takes place within the first two years following
the issuance of the Debenture, the interest will be convertible
into units comprising of one Common Share and one-half of a Common
Share purchase warrant exercisable for a period of two years
following its issuance; thereafter, it will be convertible into
Common Shares.  The issuance price of the units and the Common
Shares, as well as the exercise price of the purchase warrants,
will be equal to the market price of the Common Shares at the time
of conversion, less, in the case of the issuance prices of the
units and the Common Shares, the maximum discount permitted by the
TSX Venture Exchange.

The remaining portion of the existing line of credit with IIG,
being approximately $5,000,000, will be transformed into a
one-year loan bearing interest at a rate of 10% per annum.

"We would like to thank IIG for their continued confidence and
support in our Company over the past eight years," noted Michel
Roy, President and Chief Executive Officer of ECU Silver Mining
Inc.

The issuance of the Debenture is subject to approval of the TSX
Venture Exchange.

                     About ECU Silver Mining

ECU Silver Mining Inc. (TSX VENTURE: ECU) -- http://www.ecu.ca/--  
is a junior Gold, Silver, Zinc and Lead producer in the prolific
mining district of Velardena, Mexico where historically over
500,000 ounces of gold and 250,000,000 ounces of silver have been
mined.

At Dec. 31, 2005, ECU Silver Mining's balance sheet showed a
stockholders' deficit of CDN$416,372, compared to a deficit of
CDN$3,426,901 at Dec. 31, 2004.


EVANS INDUSTRIES: Files Disclosure Statement in Louisiana
---------------------------------------------------------
Evans Industries, Inc. filed with the U.S. Bankruptcy Court for
the Eastern District of Louisiana a disclosure statement
explaining its Chapter 11 Plan of Reorganization.

                     Asset Purchase Agreement

On March 22, 2006, the Debtor entered into Asset Purchase
Agreement with Evans Manufacturing and Packaging LLC for $830,000.
Under the Agreement, the Debtor was to file for bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code.  The
Debtor filed for protection and has, in conformity with the
Agreement, filed its Plan and Disclosure Statement.

A full-text copy of the Debtor's Asset Purchase Agreement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060718051630

                       Overview of the Plan

The Plan contemplates the creation of New Evans and issuance of up
to 85% of the membership interest in New Evans to Brewster Stalter
in compensation for the capital in New Evans provided by Mr.
Stalter.  The remaining stock will be provided pro rata to
creditors holding allowed general unsecured claims.

On the Effective Date, Evans Manufacturing or New Evans will
become the owner of all of the Debtor's assets not transferred to
the Disbursing Agent.

                        Treatment of Claims

Under the Plan, all Administrative Claims, Allowed Priority Claims
and Covenience Class Claims will be paid in full.

On the Effective Date, New Evans will assume the Secured Claim of
Frost National Bank, dba Frost Capital Group, including Frost's
prepetition claim and the Frost DIP Loan Balance.  Frost's liens
will be attached to all assets transferred to New Evans as first
priority, senior secured liens.  If the assets are transferred to
the Disbursing Agent in which Frost holds a lien, Frost's lien
will be attached to assets and Frost will be paid all proceeds
recovered on that assets.

Pursuant to the Purchase Agreement, New Evans will assume the
Secured Claims of:

    * GE Commercial Finance,
    * CIT Equipment Finance,
    * Sydney Longwell,
    * HSBC Business Credit (USA), Inc.,
    * CitiCapital Commercial Corp. and
    * SpiritBank.

All assets encumbered by the Secured Claim Holders will be
transferred to New Evans.  The Secured Claim Holders will receive
an allowed General Unsecured Claim in an amount equal to the
balance of their debts that are not assumed by New Evans.

The Secured Claim of ASI Federal Credit Union/SBA will be paid in
full within 30 days from the Effective Date of the Plan while
Amegy Bank's Secured Claim will be paid in full within 90 days.

The property encumbered by the Secured Claim of Janice Evans,
Janice E. Hamilton, and Gary Hamilton will be sold.

Creditors holding allowed 401(k) Claims will receive:

   a) the full amount of any unpaid, unmatched 401(k)
      contributions that would have been due under the 401(k) plan
      for the year 2001, without interest, within 90 days of the
      Effective Date of the Plan.

   b) the full amount of any unpaid, matching payments over
      5 years under the 401(k) plan for the years 2002 and 2003,
      without interest.

General Unsecured Claim Holders will be each issued by New Evans,
in full and complete satisfaction of their claims, their Pro Rata
share of the New Evans Membership Interest allocated for unsecured
creditors.

Equity Interest Holders will have their equity interests
terminated on the Effective Date of the Plan.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The company filed for chapter 11 protection on Apr.
25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor.  C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $500,000 and $1 million and
debts between $10 million and $50 million.


FALCON AIR: Can Borrow $350,000 from Jetglobal on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida allowed
Falcon Air Express, Inc., and MAJEL Aircraft Leasing Corp., to
borrow $350,000 from Jetglobal, LLC, as debtor-in-possession
financing on an interim basis.

The Debtors will use the proceeds of the debtor-in-possession
facility to fund working capital in their business and to
potentially fund a plan of reorganization.

The DIP Loan is payable in 12 months and earns 12% interest per
annum.  The DIP Lender has the option to convert its claim against
the Debtors to 70% of the capital stock of the reorganized
Debtors.  The Debtors grants the DIP Lender superpriority
administrative claim over their assets.

Headquartered in Miami, Florida, Falcon Air Express, Inc. --
http://www.falconairexpress.net/-- is a small and low-cost
airline company that provides charter service and renders foreign
and U.S. carriers sub-services on schedules routes.  The Debtor
and its affiliate, MAJEL Aircraft Leasing Corp., filed for chapter
11 protection on May 10, 2006 (Bankr. S.D. Fla. Case Nos. 06-11877
& 06-11878).  Brian G. Rich, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  Peter D.
Russin, Esq., and Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


FASHION SHOP: Section 341(a) Meeting Scheduled for September 7
--------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Fashion
Shop of Kentucky Inc.'s creditors at 2:00 p.m., on Sept. 7, 2006,
at Room 509 (Use 6th Street Elevators), 601 West Broadway in
Louisville, Kentucky.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

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

Headquartered in Louisville, Kentucky, Fashio Shop of Kentucky
Inc. retails fashion accessories and women's apparel.  The Company
filed for chapter 11 protection on July 10, 2006 (Bankr. W.D. Ky.
Case No. 06-31697).  David M. Cantor, Esq., at Seiller Waterman
LLC, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and debts between
$1 million and $10 million.


FASHION SHOP: Taps Seiller Waterman as Bankruptcy Counsel
---------------------------------------------------------
Fashion Shop of Kentucky Inc. ask the U.S. Bankruptcy Court for
the Western District of Kentucky for permission to employ Seiller
Waterman LLC, as its bankruptcy counsel.

Seiller Waterman will:

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

    b. take all necessary action to protect and preserve Debtor's
       estate, including the prosecution of actions on behalf of
       Debtor, the defense of any actions commenced against
       Debtor, negotiations concerning all litigation in which
       Debtor is involved, if any, and objecting to claims filed
       against Debtor's estate;

    c. prepare on behalf of Debtor, as debtor-in-possession, all
       necessary motions, answers, orders, reports and other legal
       papers in connection with the administration of Debtor's
       estate; and

    d. perform any and all other legal services for Debtor, as
       debtor-in-possession, in connection with the Dbetor's
       Chapter 11 case and the formulation and implementation of
       The Debtor's Chapter 11 Plan.

David M. Cantor, Esq., at Seiller Waterman, tells the Court that
the firm has received a $50,000 retainer for this engagement.

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

Headquartered in Louisville, Kentucky, Fashio Shop of Kentucky
Inc. retails fashion accessories and women's apparel.  The Company
filed for chapter 11 protection on July 10, 2006 (Bankr. W.D. Ky.
Case No. 06-31697).  David M. Cantor, Esq., at Seiller Waterman
LLC, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and debts between $1
million and $10 million.


FLEET ENTERPRISES: Posts $28.4MM Net Loss in FY Ended Apr. 30
-------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE) disclosed financial
results for the fiscal 2006 fourth quarter and full year ended
April 30, 2006.

Consolidated revenues from continuing operations for the fourth
quarter of fiscal 2006 improved 8% to $602.6 million from
$560.2 million in the prior year's fourth quarter.  The Company
generated income from continuing operations of $2.8 million versus
incurring a loss from continuing operations of $55.8 million in
the fourth quarter of the prior year.  Net income for the quarter,
which included results from discontinued operations, was
$1.7 million compared to a net loss of $120.5 million in the
fourth quarter of the prior year.

For fiscal year 2006, consolidated revenues from continuing
operations increased 2% to $2.43 billion from $2.37 billion in the
prior year.  Fleetwood's loss from continuing operations narrowed
sharply to $6.1 million from $72.6 million in fiscal 2005.  The
net loss for fiscal 2006 also was reduced significantly to
$28.4 million from a net loss of $161.5 million in the prior year.

"Fleetwood's improved results reflect many factors, not the least
of which is our successful restructuring effort," said Elden L.
Smith, president and chief executive officer.  "The effects of
empowering our associates to make decisions closer to the customer
are becoming more apparent in improved designs, sales, product
quality, service, and morale.  Although the markets for motor
homes and manufactured housing are currently sluggish, we are
confident that we have the correct structure to react quickly to
market changes and to continue to enhance our operations."

Fleetwood's consolidated operating income for the fourth quarter
was $8.3 million versus an operating loss of $49.1 million in the
prior year.

Overall, the Company generated operating income of $29.5 million
in fiscal 2006 versus an operating loss of $43.5 million in the
prior year.

                      Discontinued Operations

Fleetwood's former manufactured housing retail and finance
operations have been classified as discontinued operations since
the fourth quarter of fiscal 2005.

The loss from discontinued operations was $1.2 million in
the fourth quarter of fiscal 2006, compared with a loss of
$64.6 million in the prior year.  The fiscal 2005 fourth quarter
loss included a non-cash charge of $51.1 million to record the
impairment of assets held for sale at their estimated fair market
value less costs to sell.  For the full year, the loss from
discontinued operations was $22.4 million in fiscal 2006, compared
with a loss of $88.9 million in the prior year.

                       Balance Sheet Changes

Fleetwood's cash and marketable investment holdings grew by
$100.4 million during the current fiscal year to $145.9 million
at April 30, 2006.  In the same period, total debt, including
accrued interest, declined by $158.5 million. The majority of
the decline related to payment of the deferred distributions on
the Company's 6% convertible trust preferred securities, lower
borrowings on the secured credit facility and the elimination of
$78.4 million of debt related to Fleetwood's discontinued
operations.

                   About Fleetwood Enterprises

Headquartered in Riverside, California, Fleetwood Enterprises,
Inc. -- http://www.fleetwood.com/-- produces recreational
vehicles and manufactured homes.  Fleetwood operates facilities
strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.

                        *     *     *

Fleetwood Enterprises' 5% convertible senior subordinated
debentures due 2023 carries Standard & Poor's Ratings Services
B- rating.


FOUNDATION COAL: Units Complete $835 Million Senior Secured Loan
----------------------------------------------------------------
The affiliates of Foundation Coal Holdings, Inc. have completed an
$835 million Senior Secured Credit Facility to replace an existing
Senior Secured Credit Facility.  The new facility, which includes
more favorable pricing and flexibility, is a five-year $335
million Term Loan A and a five-year $500 million revolving credit
facility.  The facility being replaced consisted of $335 million
of Term Loans and a $350 million revolving credit facility.

The new revolving credit facility is undrawn except for letters of
credit as of July 10, 2006.  The new revolving credit facility
will be used for general corporate purposes including working
capital, capital expenditures and letters of credit.

The annual pre-tax benefits of the re-pricing are expected to be
approximately $4 million.  Approximately $9.5 million of non-cash
unamortized debt issuance costs associated with the existing
Senior Secured Credit Agreement are expected to be written-off in
the third quarter.

"Foundation Coal's track record of earnings and cash flow
generation gives the financial community continued confidence in
the company and offers us the opportunity to increase our
financial flexibility to capitalize on future growth and
investment opportunities while reducing our borrowing costs," said
Frank J. Wood, chief financial officer.

Citigroup Global Markets, Inc. acted as sole syndication agent,
sole lead arranger, and sole book manager for the facility.
Citicorp North America, Inc. serves as Administrative Agent and
Collateral Agent.  Bank of America, N.A., LaSalle Bank National
Association, PNC Bank National Association, and The Royal Bank of
Scotland plc serve as co-documentation agents.  There are 25
lending institutions in the syndicate.

                      About Foundation Coal

Based in Linthicum Heights, Maryland, Foundation Coal Holdings,
Inc. (NYSE:FCL) -- http://www.foundationcoal.com/-- through its
affiliates, is a major U.S. coal producer with 13 coalmines and
related facilities in Pennsylvania, West Virginia, Illinois, and
Wyoming.  Through its subsidiaries Foundation Coal employs 3,000
people and produces 70 million tons annually, largely for
utilities generating electricity.

                          *     *     *

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Rating Services revised its outlook on Linthicum
Heights, Maryland-based Foundation Coal Corp. to positive from
stable.  At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit rating and 'B' senior unsecured debt rating on
the company.

In addition, Standard & Poor's affirmed its 'BB-' bank loan rating
and raised its recovery rating to '2' from '4' on Foundation's
$685 million secured credit facility.  The facility consists of a
$350 million revolving credit facility maturing in 2009; and a
$335 million term loan B facility maturing in 2011.

The 'BB-' bank loan rating and the '2' recovery rating indicate a
substantial expectation of recovery of principal in the event of a
payment default.


HERTZ CORP: Parent IPO Prompts S&P to Hold Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Hertz
Corp., including the 'BB-' corporate credit rating, on
CreditWatch with negative implications, where they were placed
on June 26, 2006.  The initial CreditWatch placement was based
on potential incremental debt at Hertz, the sole operating entity
of Hertz Global Holdings Inc., in a plan to fund a dividend of
approximately $1 billion to its shareholders; this was completed
on June 30, 2006.

"The CreditWatch update follows Friday's filing of an S-1 for an
IPO by Hertz Global Holdings, the indirect parent company of
Hertz," said Standard & Poor's credit analyst Betsy Snyder.
"Proceeds are expected to be used to pay off the $1 billion loan
to fund the dividend."

Standard & Poor's will review the progress of the IPO and, if the
IPO is successful, its effect on Hertz's financial profile, to
resolve the CreditWatch.

The ratings on Park, Ridge, New Jersey-based Hertz Corp. reflect:

   * a weakened financial profile after the successful completion
     of its $14 billion acquisition;

   * reduced financial flexibility; and

   * the price-competitive nature of on-airport car rentals and
     equipment rentals.

Ratings also incorporate the company's position as the largest
global car rental company and the strong cash flow its businesses
generate.

Hertz was acquired from Ford Motor Co. by Clayton, Dubilier & Rice
Inc., The Carlyle Group, and Merrill Lynch Global Private Equity
in December 2005.  The acquisition, which added over $2 billion of
debt to Hertz's balance sheet, has resulted in an increase in its
borrowing costs, and credit ratios have weakened from their
previous relatively healthy levels.

In addition, the company's historically strong financial
flexibility has declined somewhat, with around two-thirds of its
tangible assets now secured, compared to around 10% previously.

Hertz, the largest global car rental company, participates
primarily in the on-airport segment of the car rental industry.
This segment, which generates approximately 69% of Hertz's
consolidated revenues, is heavily reliant on airline traffic.
Demand tends to be cyclical, and can also be affected by global
events such as wars, terrorism, and disease outbreaks.

Hertz has also grown its off-airport business (12% of consolidated
revenues), the segment of the car rental business that is less
cyclical and more profitable, but which is dominated by 'A-' rated
Enterprise Rent-A-Car Co.

Through its Hertz Equipment Rental Corp. subsidiary (HERC, 18% of
consolidated revenues), Hertz also operates one of the larger
industrial and construction equipment renters in the U.S., along
with some European locations.  This market had been depressed for
several years due to the weak economy and overexpansion by several
market participants, but has experienced improving trends since
2004 as market participants reduced their capacity growth and
demand strengthened.


IMC INVESTMENT: Taps Hance Scarborough as Bankruptcy Counsel
------------------------------------------------------------
IMC Investment Properties, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ Hance
Scarborough Wright Ginsberg & Brusilow, LLP, as its bankruptcy
counsel.

Hance Scarborough will:

    (a) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        it, negotiations concerning all litigation in which it is
        involved, and objecting to claims;

    (b) prepare on behalf of the Debtor all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtor's estate;

    (c) formulate, negotiate, and propose a plan of
        reorganization; and

    (d) perform all other necessary legal services in connection
        with these proceedings.

The Debtor tells the Court that the firm's professionals and
paraprofessionals bill:

    Professional                 Designation        Hourly Rate
    ------------                 -----------        -----------
    Frank Wright, Esq.           Member                 $500
    E. P. Keiffer, Esq.          Member                 $400
    Keith Miles Aurzada, Esq.    Member                 $350
    Ashley Ellis, Esq.           Member                 $350
    Shawn Brown, Esq.            Member                 $325

    William Burke, Esq.          Of Counsel             $350

        Paraprofessionals          Hourly Rate
        -----------------          -----------
        John Lajoie                  $110
        Betty Wallace                 $85
        Guadalupe M. Rojas            $85
        Deborah Andreacchi            $85
        Medrith Rhotenberry           $50

Keith Miles Aurzada, Esq., at Hace Scarborough, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtor or its estate.

Mr. Aurzada can be reached at:

         Keith Miles Aurzada, Esq.
         Hance Scarborough Wright Ginsberg & Brusilow, LLP
         1401 Elm Place, Suite 4750
         Dallas, Texas 75202
         Tel: (214) 651-6500
         Fax: (214) 744-2615
         http://www.hswllp.com/

Headquartered Dallas, Texas, IMC Investment Properties, Inc.,
filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex.
Case No. 06-32754).  Edwin Paul Keiffer, Esq., and Keith Miles
Aurzada, Esq., at Hance Scarborough Wright Ginsberg and Brusilow,
LLP, represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


IMC INVESTMENT: Wants Until Aug. 4 to File Schedules and Statement
------------------------------------------------------------------
IMC Investment Properties, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas to extend, until Aug. 4, 2006,
the deadline to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

The Debtor tells the Court that although it has been diligently
compiling the information required for the Schedules and
Statements, its attorneys have not had the opportunity to review
the accuracy or completeness of the information.  The Debtor
contends that it needs additional time to finalize and complete
its Schedules and Statements.

Headquartered Dallas, Texas, IMC Investment Properties, Inc.,
filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex.
Case No. 06-32754).  Edwin Paul Keiffer, Esq., and Keith Miles
Aurzada, Esq., at Hance Scarborough Wright Ginsberg and Brusilow,
LLP, represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


INSIGNIA SOLUTIONS: Hires George Monk as Chief Financial Officer
----------------------------------------------------------------
Insignia Solutions plc employed George Monk as Chief Financial
Officer.  The Company disclosed that Mr. Monk will be paid an
annual salary of $240,000 and is eligible to participate in its
insurance benefit plans and is also eligible to receive a bonus
targeted at forty percent of his annual salary.

The Company further disclosed that upon re-listing of its shares
on the NASDAQ Capital Market, Mr. Monk's annual salary will be
increased to $250,000 and his target bonus will be increased to
50% of his annual salary and Mr. Monk will also be granted an
option to purchase 600,000 shares of the Company's ordinary
shares.

The Company reported that from May 2, 2006 until July 9, 2006, Mr.
Monk served as its financial advisor.  Mr. Monk previously served
as an independent financial consultant to various companies from
September 2005 to April 2006 and as Acting Chief Financial Officer
at Macrovision Corporation from January 2005 to September 2005.
Mr. Monk holds a B.S. in Mechanical Engineering from Leeds
University in England and is an English Chartered Accountant.

Headquartered in Fremont, California, Insignia Solutions PLC --
http://www.insignia.com/-- enables mobile operators and terminal
manufacturers to manage a growing, complex and diverse community
of mobile devices.  Insignia Device Management Suite is a complete
standard-based mobile device management offering, which includes
client provisioning technologies supported by most of the mobile
devices in the past, OMA-DM based technology used by current
mobile devices and future OMA-DM based technologies.

                       Going Concern Doubt

Burr, Pilger & Mayer LLP in Palo Alto, Calif., raised substantial
doubt about Insignia Solutions plc's ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the Company's recurring operating losses,
stockholders' deficiency and accumulated deficit.


INTERSTATE BAKERIES: Inks 7th Amendment to JPMorgan DIP Pact
------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Ronald B. Hutchison, executive vice president and
chief financial officer of Interstate Bakeries Corporation,
discloses that the Debtors have entered into a Seventh Amendment
to the DIP Agreement with JPMorgan Chase Bank, as administrative
agent and collateral agent for the Lenders, on June 28, 2006.

The Seventh Amendment extends the period during which the
Debtors' compliance with the minimum cumulative Consolidated
EBITDA covenant is suspended.  Pursuant to the Seventh Amendment,
the Suspension Period is extended from the fiscal period ending
June 3, 2006, to the fiscal period ending July 29, 2006.

Accordingly, during the Suspension Period, the Debtors will not
be required to comply with the cumulative Consolidated EBITDA
covenant levels as provided in the DIP Agreement.

Mr. Hutchinson relates that without the Seventh Amendment, the
Debtors would likely not have met the required cumulative
Consolidated EBITDA level for the current fiscal period ending
July 1, 2006, and would have been in default under the DIP
Agreement and thus, unable to borrow or issue letters of credit.

A full-text copy of the Seventh Amendment is available for free at
http://ResearchArchives.com/t/s?ddc

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


J. CREW GROUP: Successful IPO Prompts S&P to Upgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on specialty
apparel retailer J. Crew Group Inc., including its corporate
credit rating to 'B+' from 'B'.

The rating on subsidiary J. Crew Operating Corp.'s $285 million
secured term loan was raised to 'B+', the same as the corporate
credit rating, from 'B', with a '3' recovery rating indicating the
expectation for meaningful (50%-80%) recovery of principal in the
event of payment default or bankruptcy.  All ratings are removed
from CreditWatch with positive implications, where they were
placed on Aug. 19, 2005.  The outlook is stable.

New York City-based J. Crew has total funded debt outstanding of
about $250 million.

"The upgrade follows J. Crew's successful IPO that raised about
$432 million, and the subsequent reduction in debt leverage," said
Standard & Poor's credit analyst Ana Lai.

J. Crew used proceeds from the IPO, along with the sale of about
$73.5 million of its common stock to Texas Pacific Group, to:

   * redeem outstanding cumulative preferred stock;
   * pay accrued dividend on the preferred stock; and
   * prepay about $35 million in bank debt.

As a result, pro forma debt leverage improved, with total debt to
EBITDA declining to about 3.6x from over 6x for the 12 months
ended April 29, 2006.  In addition, the recapitalization
streamlined the company's capital structure and enhanced financial
flexibility.

The rating reflects:

   * J. Crew's participation in the intensely competitive apparel
     retailing industry;

   * the inherent volatility and seasonality of the apparel
     business; and

   * a short track record of performance at the current level.

J. Crew has made substantial progress in turning around its
operating performance for the past several quarters.  This
reflects management's successful merchandising initiative and
operating discipline.  Comparable-store sales rose 11.6% in the
first quarter ended April 29, 2006, while direct sales increased
11.4%.


JOANN LEVINSON: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joann M. Levinson
        3397 Silverton Avenue
        Wantagh, New York 11793

Bankruptcy Case No.: 06-71655

Type of Business: The Debtor previously filed for chapter 11
                  protection on December 5, 2005 (Bankr. E.D.N.Y.
                  Case No. 05-701600).

                  The Debtor owns the Three Maples, Inc., which
                  filed for chapter 11 protection on December 13,
                  2005 (Bankr. E.D.N.Y. Case No. 05-70200).

Chapter 11 Petition Date: July 17, 2006

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Michael J. Macco, Esq.
                  Macco & Stern, LLP
                  135 Pinelawn Road, Suite 120
                  South Melville, New York 11747
                  Tel: (631) 549-7900
                  Fax: (631) 549-7845

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Banco Popular                             $400,000
   P.O. Box 4502
   Oak Park, IL 60303

   Long Island Development Corp.             $260,000
   45 Seaman Avenue
   Bethpage, NY 11714

   Jerry Kleinfelder                          $30,000
   134 New Hampshire Avenue
   Massapequa, NY 11578

   MMCA                                       $11,400
   Mitsubishi Motors Credit

   Barbara and Arnim Jagnow                    $7,000

   Jurbran O-Day and Co.                       $5,000

   Hungerfords Clark Funeral Home              $5,000

   Keyspan Energy Delivery                     $3,700

   LIPA                                        $3,850

   South Shore Heart Associates                $2,110

   Spence & Davis, LLP                         $2,000

   New York Water                                $700

   Keyspan Energy Delivery                       $700

   Capital One                                   $550

   Office of the U.S. Trustee                    $500


JOURNAL REGISTER: Earns $12.3 Million in Quarter Ended June 25
--------------------------------------------------------------
Journal Register Company reported adjusted net income of
$12.3 million for the quarter ended June 25, 2006, compared to net
income of $15.4 million for the quarter ended June 26, 2005.

The Company's 2006 second quarter adjusted net income was adjusted
to exclude a special item related to a one-time charge for a non-
compete/separation arrangement of $2.5 million after tax.  The
Company's reported net income, including the special item, was
$9.8 million for the quarter ended June 25, 2006.

Chairman and CEO Robert M. Jelenic stated, "We are pleased to
report solid financial results during the second quarter in light
of the continued impact the automotive industry has had on the
local economies in our Michigan and Greater Cleveland clusters.
Our performance was driven by continued strong results in our
online operations, including the results of JobsInTheUS and
diligent cost controls."

Mr. Jelenic added, "We also continued to generate significant free
cash flow, which was $16.1 million, or $0.41 per diluted share,
for the second quarter of 2006."

Total revenues for the quarter ended June 25, 2006 were
$142.2 million, as compared to total revenues of $145.9 million
for the second quarter of 2005.

The Company had $739.8 million of net debt outstanding as of
June 25, 2006, reflecting a decline from $745 million outstanding
as of the first quarter 2006.  The Company's capital expenditures
in the second quarter were $7.3 million, including $1.9 million
for costs in connection with the build-out of the Mount Clemens,
Michigan press and mailroom facility anticipated to be completed
in midyear 2007.

As of July 12, 2006, the Company had repurchased 2,924,437 shares
of its common stock since the Company recommenced its share
buyback program in April 2005, including 1,209,137 shares
purchased during fiscal 2006. The Company had approximately 39.2
million shares of common stock outstanding as of July 12, 2006.

Based in Trenton, New Jersey, Journal Register Company (NYSE:JRC)
-- http://www.journalregister.com/-- owns 27 daily newspapers,
including the New Haven Register, and 365 non-daily publications.
Journal Register Company currently operates 222 individual Web
sites that are affiliated with the Company's daily newspapers,
non-daily publications and its recently acquired network of
employment Web sites.  All of the Company's operations are
clustered in seven geographic areas: Greater Philadelphia;
Michigan; Connecticut; Greater Cleveland; New England; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
owns JobsInTheUS, a network of seven premier employment Web sites
in New England and has an investment in PowerOne Media, LLC, a
provider of online solutions for newspapers.

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services placed its ratings on Journal
Register Co., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.  The Company had about
$750 million of debt outstanding at March 2006.

As reported in the Troubled Company Reporter on Feb. 28, 2006,
Moody's Investors Service assigned a Ba2 rating to Journal
Register Company's $1 billion senior secured credit facilities.
In addition, Moody's changed the rating outlook to negative from
stable.  Journal Register carries Moody's Ba2 Corporate Family
Rating.


KMART CORP: Agrees with Wallace to Stay Proceedings Until Aug. 31
-----------------------------------------------------------------
In November 2005, the U.S. Bankruptcy Court for the Northern
District of Illinois signed an agreed case management
order between Kmart Corp. and Martin Wallace, wherein
certain dates were set for the parties to:

    * complete class certification discovery;
    * identify expert witnesses; and
    * complete expert discovery.

After rendering its final decision as to class certification, the
Court set a further scheduling conference.

In April 2006, the Court signed a stipulation vacating the dates
set in the Agreed Case Management Order and staying the
proceedings in the action until June 1, 2006, after which the
parties agreed to submit a further proposed management order.

The Stipulation was entered into to allow the parties adequate
time to resolve the matter and the related case of Shirley
Clarkson against Kmart, which is pending in the Superior Court of
the State of California for the County of San Diego.

In May 2006, the parties participated in mediation before
Mediator Mark Rudy.  The case was not settled at the mediation.
However, the parties accepted the mediators' proposed bracket
within which they continued their settlement negotiations with
the assistance of the mediator.

The parties want to continue their efforts to informally resolve
the matter.

In a Court-approved stipulation, the parties agree:

    -- to further stay all proceedings in the action through
       Aug. 31, 2006;

    -- not to serve any written discovery or deposition notices
       on or before Aug. 31, 2006;

    -- not to file any further requests on or before August 31;

    -- that the status hearing is continued to a later date; and

    -- if the matter is not settled, the parties will deliver to
       the Court an amended agreed case management order by
       Sept. 22, 2006.

On Sept. 28, 2001, Mr. Wallace filed a lawsuit against
Kmart in the Superior Court of California for the
County of Los Angeles.  The lawsuit sought certification of a
putative class of Kmart assistant store managers who were
misclassified as exempt from California wage and hour laws and
overtime requirements.

The California Lawsuit alleged three causes of action seeking:

   (1) recovery for unpaid wages, penalties, pre-judgment
       interest, and waiting time penalties, and attorney's fees
       and costs;

   (2) an order enjoining Kmart from engaging in the alleged
       unlawful practices, restitution of all money due to the
       putative class members, an order declaring that Kmart's
       actions were unlawful, an accounting to determine the
       amount of money owed to each affected employee, and an
       order requiring Kmart to identify each employee who worked
       for the company for four years prior to the filing of the
       lawsuit through time of judgment; and

   (3) amounts converted by Kmart, plus interest, and punitive
       and exemplary damages.

Kmart has denied the allegations.

Due to Kmart's bankruptcy filing, the California Lawsuit was
dismissed.  Mr. Wallace subsequently filed a prepetition claim
asserting the same allegations against Kmart and seeking
$55,315,740 in damages for the period from Sept. 28, 1997,
through Jan. 22, 2002.  Mr. Wallace also filed an administrative
claim seeking $19,905,030 in damages for the period from Jan. 22,
2003, through May 6, 2003.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 113; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Says Settlement Pacts with Rudmann, et al. Were Done
----------------------------------------------------------------
Kmart Corp. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to deny the request of John Miceli and Juan
Reyes' counsel, Max Rudmann, Esq., in Boca Raton, Florida, because
of his failure to allege any specific injury or damage to
him or to his claimants, based on Kmart's inadvertent sending of
the checks directly to Messrs. Miceli and Reyes.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that once Kmart
realized that the checks were directly mailed to Messrs. Miceli
and Reyes, Kmart's counsel expressed its willingness to resolve
problems related to fees possibly owing to Mr. Rudmann from the
checks.

Instead of advising Kmart's counsel of any specific issues,
however, Mr. Rudmann filed its Motion to Enforce Pacts.

Mr. Barrett informs the Court that the settlement agreements have
been complied with, and there is nothing left to enforce.

                  Kmart Wants Rudmann Sanctioned

Pursuant to Rule 9011 of the Federal Rules of Bankruptcy
Procedure, Kmart asks the Court to impose sanctions against Mr.
Rudmann.

Mr. Barrett asserts that Mr. Rudmann falsely asserted that
Kmart's counsel has violated Sections 4.2 and 8.4 of the Illinois
Rules of Professional Conduct.

Mr. Barrett discloses that when it became apparent to Kmart that
the checks were mistakenly sent, Kmart's counsel e-mailed Mr.
Rudmann but he did not respond.  Kmart's counsel followed up on
June 1, 2006, asking Mr. Rudmann of any specific issues with
respect the handling of the checks.

"Rudmann might have responded to either message by asserting that
he had a lien against the payments made to his client for the
payment of his fee, but in fact he did not respond to Kmart's
queries," Mr. Barrett explains.

Mr. Barrett contends that Mr. Rudmann's allegations are patently
untrue.  Neither Mr. Barrett nor any partner at Barrack
Ferrazzano has had any contact with Mr. Rudmann's clients, Mr.
Barrett explains.

Mr. Rudmann also does not allege facts showing the purported
"contacts" to support his accusations but relies entirely on the
fact that Kmart mailed checks to two of his clients.

Under Rule 9011, every attorney that signs a pleading represents
to the Court that:

    (i) the pleading is not being presented for any improper
        purpose, like to harass;

   (ii) the claims and contentions are warranted by existing law
        or by a non-frivolous argument for the extension of
        existing law; and

  (iii) the factual allegations have evidentiary support.

Mr. Barrett points out that Mr. Rudmann's request fails to meet
the requirements of Rule 9011 because:

    -- there are no facts alleged or that could be proven to
       support the allegation that Kmart's counsel has had
       ex-parte communication with his clients;

    -- there is no law that would punish an attorney for his
       client mailing a check to the wrong address; and

    -- the purpose of Mr. Rudmann's request is solely to harass
       Kmart's counsel.

Moreover, Mr. Barrett asserts that Mr. Rudmann's conduct is not
only harassing and malicious, it is entirely unnecessary in light
of Kmart's willingness to consider resolving any problem.

Kmart seeks an award to compensate for the full costs of bringing
its request for sanctions, and in responding to Mr. Rudmann's
request.   Kmart also seeks further monetary sanction sufficient
to "deter repetition of such conduct or comparable conduct by
other similarly situated."

In 2004, Messrs. Miceli and Reyes entered into separate
settlement agreements with Kmart resolving their claims for
employment discrimination and violations of the Federal Medical
Leave Act.  The Court signed the agreed orders approving the
settlement agreements.

Mr. Rudmann told the Court that each agreement was based on
the understanding that settlement checks would be sent to him on
May 6, 2006.  However, payments were issued directly to Messrs.
Miceli and Reyes on May 13, 2006, in direct violation of Illinois
Supreme Court Rules of Professional Conduct 4.2.

Rule 4.2 states that during the course of representing a client,
a lawyer will not communicate or cause another to communicate on
the subject of the representation with a party the lawyer knows
to be represented by another lawyer in that matter unless the
first lawyer has obtained the prior consent of the lawyer
representing the other party, or as may otherwise be authorized
by law.

Kmart also did not follow customary practice which dictates that
settlement payments be issued in the client's and attorney's
names and sent to the attorney for deposit in a client trust
account to be distributed in accord with the retainer contract
between the Attorney and Client, Mr. Rudmann complained.

The agreements incorporate the provision that Kmart and its
counsel would abide by Rule 4.2, and customary practice regarding
payment of settlements.  Despite Kmart awareness of Mr. Rudmann's
representation, Kmart breached the agreements.

Mr. Rudmann asked the Court to enforce the settlement agreements
and:

    (1) direct Kmart to:

        * stop payment on the checks issued to Messrs. Miceli and
          Reyes; and

        * re-issue the checks -- this time properly addressed to
          him and Messrs. Miceli and Reyes;

    (2) issue sanctions against Kmart's counsel for violations of
        the Rules of Professional Conduct; and

    (3) award him attorney's fees and costs.

After filing his request with the Court, Mr. Rudmann sought to
resolve the issues with Messrs. Miceli and Reyes.

Mr. Reyes duly remitted attorneys' fees to Mr. Rudmann.  The
matter is, therefore, fully resolved as to Mr. Reyes.  However,
Mr. Rudmann was not able to resolve his issues with Mr. Miceli.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 113; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LOS OSOS: May File for Bankruptcy If Can't Find Funds to Pay Debt
-----------------------------------------------------------------
The Los Osos Community Service District is mulling filing for
Chapter 9 protection under the Bankruptcy Code as a deadline to
pay for its $1.7 million debt looms, Abraham Hyatt at Tribune News
reports.

District board President Lisa Schicker said that they only have
two months to decide whether to file for bankruptcy.  Officials
disclosed they don't know how they can pay bills with their
existing funds.  The District has $1.3 million in cash to pay for
$1.7 million of its bills due by October, short by $400,000.  The
District has more than $40 million in outstanding debts.

Interim General Manager Dan Bleskey says negotiations with
creditors will be pursued if the District can't find funds to pay
obligations when they come due.

                 Purpose of Municipal Bankruptcy

The purpose of chapter 9 is to provide a financially distressed
municipality protection from its creditors while it develops and
negotiates a plan for adjusting its debts.  Reorganization of the
debts of a municipality is typically accomplished either by
extending debt maturities, reducing the amount of principal or
interest, or refinancing the debt by obtaining a new loan.

Although similar to other chapters in some respects, chapter 9 is
significantly different in that there is no provision in the law
for liquidation of the assets of the municipality and distribution
of the proceeds to creditors.  Such a liquidation or dissolution
would undoubtedly violate the Tenth Amendment to the Constitution
and the reservation to the states of sovereignty over their
internal affairs.

Los Osos Community Service District covers 7.62 square miles of
land and is located in San Luis Obispo County, California.  The
community is approximately 208 miles north of Los Angeles and
244 miles south of San Francisco.

                         *     *     *

As reported in the Troubled Company Reporter on April 19, 2006,
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'CCC' from 'BB' on Los Osos Community Services District
Wastewater Assessment District No. 1, Calif.'s limited obligation
improvement bonds, based on concern regarding the numerous
lawsuits and fines the district is facing.  The outlook is
negative.

"The rating action reflects both the heightened concern and
uncertainty related to the numerous lawsuits and fines currently
facing the district and the district's questionable ability to pay
any such settlements, as well as the expectation of a considerable
time period before the lawsuit outcomes are finalized, which adds
additional uncertainty," Standard & Poor's credit analyst Paul
Dyson said.


MAPCO EXPRESS: Moody's Rates Proposed $50 Million Add-On at B2
--------------------------------------------------------------
Moody's Investors Service rated the proposed $50 million add-on to
the secured revolving credit facility of MAPCO Express, Inc. at
B2, and affirmed the corporate family and existing bank loan
ratings at B2.  MAPCO operates and licenses convenience stores in
the Southeastern U.S. Proceeds from the new debt, together with
$23 million of incremental equity from the holding company Delek
U.S. Holdings, Inc., will finance the purchase of 40 convenience
stores from Fast Petroleum in and around Chattanooga, Tennessee
for $42 million plus inventory.

MAPCO also continues to work towards obtaining third-party
consents to acquire an additional three stores from Fast
Petroleum. The ratings anticipate that gasoline profitability will
retreat to a normalized level following unprecedented highs during
2005.  The rating outlook is stable.

These rating is assigned:

   * $ 50 million add-on to the secured revolving credit facility
     at B2.

These ratings are affirmed:

   * $ 70 million secured revolving credit facility at B2,
   * $165 million secured term loan at B2,
   * Corporate family rating at B2.

Affirmation of the corporate family rating at B2 for MAPCO
reflects that the credit metrics and operational risks remain
consistent with a B-rated retail company following the pending
purchase of 43 convenience stores in and around Chattanooga,
Tennessee and the associated increase in the revolving credit
facility commitment by $50 million.

Weighting down the overall rating with B characteristics are
MAPCO's aggressive financial policy in which the company is
expanding through debt financed acquisitions, certain weak credit
metrics for retained cash flow and free cash flow, the company's
geographic concentration, and the intensely competitive nature of
the convenience store industry.

Delek U.S. carried out an initial public offering in May 2006,
with proceeds used to repay intracompany debt to Delek Group
LTD and to provide funds for future growth.  The ratings also
recognizes certain qualitative aspects of the company's
franchise that have low investment grade or high non-investment
characteristics such as the relative lack of cash flow seasonality
and the company's important market position in and around a few
Tennessee, Alabama, and Virginia metro areas.

The refinery owned by Delek U.S. has a separate financial
structure from MAPCO's convenience stores so MAPCO is rated on a
stand-alone basis.

The stable rating outlook reflects Moody's expectation that the
company's financial profile will progress as:

   (1) front-end average unit volume and operating profit grow
       from appealing new products,

   (2) gasoline volume and cents per gallon profit remain
       healthy, and

   (3) a portion of discretionary cash flow is used to improve
       the balance sheet.

The ratings are not based on the expectation that high gasoline
profitability during the latter half of 2005 will become the norm.
Ratings could fall if credit metrics weaken such that leverage
rises above 6 times or EBIT to interest expense falls below 1
time, if free cash flow remains negative for reasons such as
declines in operating profitability or high levels of capital
expenditures, or if the company makes a sizable debt-financed
acquisition.

Ratings could eventually move upward if the system profitability
expands both from new store development and existing store
performance, if financial flexibility sustainably strengthens such
that EBIT coverage of interest expense approaches 2 times,
leverage falls toward 5 times, and Free Cash to Debt rises to
exceed 5%, and the company achieves satisfactory returns on
investment with the ongoing acquisition and development program.

MAPCO Express, Inc., with headquarters in Franklin, Tennessee,
operates 349 convenience stores in Tennessee, Alabama, Virginia,
and adjoining states.  As a result of the pending transaction, the
company will acquire 40 additional locations around Chattanooga,
Tennessee.  The Israeli conglomerate Delek Group LTD ultimately
owns approximately 80% of the company's equity through Delek US
Holdings, Inc.  Revenue for the four quarters ending March 31,
2006 equaled almost $1.2 billion.


MASTERCRAFT INTERIORS: Panel Hires Platzer as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Mastercraft
Interiors Ltd. and Kimels of Rockville Inc.'s chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Maryland to retain Platzer, Swergold, Karlin, Levine, Goldberg
& Jaslow, LLP as their bankruptcy counsel.

Platzer Swergold expected to:

    a. assist and advise the Committee in its consultation with
       the Debtors relative to the administration of the Debtors'
       cases;

    b. attend meetings and negotiate with the representatives of
       the Debtors;

    c. assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

    d. assist the Committee in the review, analysis and
       negotiation of any plan of reorganization filed and to
       assist the Committee in the review, analysis and
       negotiation of the disclosure statement accompanying any
       plan of reorganization;

    e. assist the Committee in the review, analysis and
       negotiation of any financing agreements;

    f. take all necessary action to protect and preserve the
       interests of the Committee, including:

         * the investigation and prosecution of certain actions,
           on the Committee's behalf,

         * negotiations concerning all litigation in which the
           Debtors is involved, and

         * if appropriate, review, analyze and reconcile claims
           filed against the Debtors' estate;

    g. generally prepare on behalf of the Committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the Committee;

    h. appear, as appropriate, before the bankruptcy court, the
       Appellate Courts, other courts and tribunals, and the
       United States Trustee, and to protect the interests of the
       Committee before said Courts and the United States
       Trustee; and

    i. perform other necessary and appropriate legal services in
       this case as the Committee may request and as the firm may
       agree.

Sydney G. Platzer, Esq., a partner at Platzer Swergold, stated
that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $410 - $595
         Associates                    $170 - $395
         Paralegals                        $135

Mr. Platzer disclosed that the firm has agreed to discount its
normal and customary hourly rates by 15% for this engagement.

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

Mr. Platzer can be reached at:

         Sydney G. Platzer, Esq.
         Platzer, Swergold, Karlin, Levine,
         Goldberg & Jaslow, LLP
         1605 Avenue of the Americas
         New York, New York 10018
         Tel: (212) 593-3000
         Fax: (212) 593-0353
         http://www.platzerlaw.com/

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


MASTERCRAFT INTERIORS: Panel Hires Linowes & Blocher as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Mastercraft
Interiors Ltd. and Kimels of Rockville Inc.'s chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Maryland to retain Linowes & Blocher LLP as their local
counsel.

As local counsel, Linowes & Blocher is expected to advise and
represent the Committee in the discharge of its rights and duties
in the Debtors' chapter 11 cases.  Specifically, Linowes & Blocher
will:

   a. assist and advise the Committee and co-counsel in their
      consultation with the Debtors relative to the
      administration of the Debtors' cases;

   b. attend meetings and negotiate with the Debtors'
      representatives;

   c. assist and advise the Committee and co-counsel in their
      examination and analysis of the conduct of the Debtors'
      affairs;

   d. assist the Committee and co-counsel in the review, analysis
      and negotiation of any plan(s) of reorganization filed and
      to assist the Committee in the review, analysis and
      negotiation of the disclosure statement accompanying any
      plan(s) of reorganization;

   e. assist the Committee in the review, analysis and
      negotiation of any financing agreements;

   f. take all necessary action, in close coordination with
      co-counsel, to protect and preserve the interests of the
      Committee, including:

      (i) the investigation and prosecution of certain actions,
          on the Committee's behalf;

     (ii) negotiations concerning all litigation in which the
          Debtor is involved; and

    (iii) if appropriate, review, analyze and reconcile claims
          filed against the Debtors' estate;

   g. assist co-counsel in the preparation on behalf of the
      Committee of all necessary motions, applications, answers,
      orders, reports and papers in support of positions taken by
      the Committee; and

   h. appear, as appropriate, before the Court, the Appellate
      Courts, other courts and tribunals, and the United States
      Trustee, in behalf of the Committee.

Bradford F. Englander, Esq., a partner at Linowes & Blocher, tells
the Court that his Firm's principal attorneys who will represent
the Committee will bill between $140 to $385 per hour while the
paralegals charge between $130 to $135 per hour.   The Firm has
agreed to cap its rates at $350 per hour during 2006.

Mr. Englander assures the Court that he and his Firm hold no
interest adverse to the Debtor and are "disinterested" persons as
the term is defined in Sec. 101(14) of the Bankruptcy Code.

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


MAXTOR CORP: Seagate Merger Prompts Moody's to Upgrade Ratings
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Seagate
Technology HDD Holdings and upgraded the ratings of Maxtor
Corporation, now a wholly owned subsidiary of Seagate Technology
US Holdings, following the completion of its acquisition on
May 19, 2006 and subsequent guaranteeing of Maxtor's debt by
Seagate.   This concludes the review initiated by Moody's on Dec.
21, 2005.  The review was prompted by the company's announcement
of its intention to acquire Maxtor in an all-stock transaction for
approximately $1.9 billion.  The ratings outlook is stable.

These ratings were confirmed

   * Seagate's Corporate Family Rating -- Ba1

   * SGL Rating -- SGL--1

These ratings have been upgraded;

   * Seagate's $400 million senior notes 8%, due 2009 -- Ba1

   * Maxtor's remaining $135 million of the $230 million 6.8%
     convertible senior notes, due 2010 -- upgraded to Ba1 from
     B2

   * Maxtor Corporation's $60 million 5-3/4% convertible
     subordinated debentures, due 2012 -- upgraded to Ba2 from
     Caa1

Rating outlook is stable.

The ratings reflect Seagate's dominant position in the disk
drive industry and incorporate the sector's capital intensity,
volatility, and the highly commoditized nature of the disk drive
business that is characterized by short product life-cycles and
maturation linked ASP declines.  Recent performance by standalone
Seagate has been stable to improving, with what appears to be a
reversal in its previously declining gross margin trend in fiscal
2006.

The ratings also incorporate increased leverage from the
Maxtor acquisition, technology and execution risk from product
transitioning to perpendicular technology, as well as risks from
emerging competing technologies.  The rating also considers the
company's moderate leverage and potential for a decline in its
liquidity from possible increased share buyback activities.

What could move the ratings -- up

   1) Consistent ability to generate free cash flow partly as a
      result of ability to turn around profitability and control
      fixed cost;

   2) Continued ability to capture growth in demand for
      electronic storage by maintaining if not growing its market
      share in HDD; and

   3) Increase in product and technology diversity.

What could move the ratings -- down

   1) Significant decline in cash flow generation as a result of
      product transitioning issues vis-a-vis perpendicular
      technology, Maxtor integration, and emerging technology
      becoming a more meaningful threat;

   2) Significant increase in leverage as a result of dividends
      and additional share buyback program;

   3) Significant decline in its liquidity position as a result
      of operating issues and/or funds returned to shareholders

Seagate, with primary offices in Scotts Valley, California, is
a worldwide leader in the design, manufacture and marketing of
rigid disc drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers delivering information
over corporate networks and the Internet.


METROMEDIA INTERNATIONAL: Forms New Fixed-Line Unit in Georgia
--------------------------------------------------------------
Metromedia International Group Inc., the owner of interests in
communications businesses in the country of Georgia, has formed
a subsidiary to compete in Georgia's fixed line telephony and
data communication markets.

The move aims to complement and reinforce the market-leader
position of Magticom, the Company's majority-owned Georgian
mobile telephony operator.  The Company contributed its 81%
ownership interest in Telecom Georgia and cash to the New Fixed
Line Business so that its could acquire Telenet, a Georgian
company providing internet access, data communication, voice
telephony and international access services.

Telenet's former owners each obtained a minority interest in the
New Fixed Line Business as partial consideration for the Telenet
acquisition.  The Company also sold a minority interest in the
holding company that owns the Company's interest in the New
Fixed Line Business to its Georgian partner in Magticom for
cash. The Company and its partners in this New Fixed Line
Business are now evaluating further acquisitions in Georgia to
rapidly expand the subsidiary's competitive presence.  The
Company has sole operational control of the New Fixed Line
Business and retains the largest economic interest in each of
Telecom Georgia and Telenet (approximately 21% and 26%,
respectively). The Company's net outlay of corporate cash in
forming the New Fixed Line Business and the transactions
described above was approximately US$450,000.

Telecom Georgia provides international long distance calling
services in Georgia and operates an extensive transit network
interconnecting all of Georgia's principal telecommunications
carriers.  Telenet provides high-speed data communication and
Internet access services on both a wired and wireless basis,
primarily to commercial and institutional customers in Georgia.
It also operates international voice and data transit links
between Georgia and Russia.

Immediately prior to the Company's acquisition of Telenet,
Telenet acquired, from one of its affiliates, Georgia's only
license to provide CDMA 450 MHz wireless voice and data services
and a CDMA 450 network deployed in Georgia's capital city,
Tbilisi. The target markets of Telecom Georgia and Telenet are
office and residential consumers of fixed location telephony and
data communication services; and both companies have well-
established Georgian brands in these markets.

"Our recent goal has been to extend the range of communication
services offered by our Georgian companies to include
conventional office and residential local exchange telephony
service and to address the rapidly growing internet and data
communications markets in Georgia," Mark Hauf, Metromedia
Chairman and Chief Executive Officer, said.  "This strategy aims
to complement and strengthen the market leadership position
already held by our Magticom business in Georgia's mobile
telephony market.  In combination, Telenet and Telecom Georgia
provide an excellent entry vehicle for competing in Georgia's
fixed location communications market on both a wired and
wireless basis.  Our new partners, the former owners of Telenet,
bring considerable local operating experience and financing
capacity with respect to further developments in Georgia; and
the involvement of our Magticom partner in these developments
assures smooth coordination between future mobile and fixed
location service offerings."

Based in Charlotte, North Carolina, Metromedia International Group
-- http://www.metromedia-group.com/-- through its subsidiary,
Metromedia International Telecommunications, owns interests in
telecom and cable TV operations in Russia, Georgia, and elsewhere
in Eastern Europe.

Since the first quarter of 2003, the Company has focused its
principal attentions on the continued development of its core
telephony businesses, and has substantially completed a program of
gradual divestiture of its non-core cable television and radio
broadcast businesses.  The Company's core businesses includes
Magticom, Ltd., the leading mobile telephony operator in Tbilisi,
Georgia, and Telecom Georgia, a well-positioned Georgian long
distance telephony operator.

                         *     *     *

Moody's Investors Service has placed Metromedia's subordinated
debt rating at B3 and junior subordinated debt rating at B2.


MILLIPORE CORP: Increased Leverage Cues Moody's to Pare Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the credit ratings of
Millipore Corporation.  The rating action concludes a rating
review for possible downgrade initiated on April 27, 2006
following the announcement by Millipore that it entered into a
definitive agreement to acquire all of the outstanding shares
of Serologicals Corporation for $1.4 billion, including the
assumption of about $100 million in Serologicals' debt.

The downgrade of Millipore's ratings primarily reflects the large
increase in leverage to finance the Serologicals acquisition
relative to a modest increase in the combined company's cash flows
over the near term.  Moody's said that the timing and size of an
acquisition like Serologicals was not contemplated when it
upgraded Millipore in February 2006 to investment grade.

Further, although Moody's recognizes the long-term growth
opportunities associated with this acquisition, Millipore is
spending a high multiple relative to Serologicals' current cash
flow and earnings.

These ratings were downgraded for Millipore Corporation:

   * $100 million senior unsecured notes, due 2007, lowered to
     Ba2 from Baa3

   * $300 Million Shelf Registration; lowered to (P) Ba2 from (P)
     Baa3

This ratings was assigned to Millipore Corporation:

   * Corporate Family Rating, Ba1

These ratings were affirmed for Millipore Corporation:

   * Euro 430 million unsecured credit facility, Baa3
   * Euro 250 million senior unsecured notes, due 2016, rated Ba2

The ratings outlook is stable for Millipore.

Moody's anticipates withdrawing the debt ratings of Serologicals
Corporation.

Millipore Corporation, headquartered in Billerica, Massachusetts,
is a leading bioprocess and bioscience products and services
company.  The Bioprocess division offers solutions that optimize
development and manufacturing of biologics.  The Bioscience
division provides high performance products and application
insights that improve laboratory productivity.  The company
generated almost $991 million in revenues in 2005.


MOBILE TOOL: Chapter 7 Trustee Wants Tuiaki Settlement Approved
---------------------------------------------------------------
Montague S. Claybrook, the chapter 7 trustee liquidating the
estates of Mobile Tool International, Inc., and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to approve the settlement agreement with Sifa and Lupe
Tuiaki.

Donna L. Harris, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, tells the Court that on Sept. 5, 2003, Sifa and Lupe
Tuiaki filed a complaint against, among other defendants, one or
more of the Debtors in the San Francisco County Superior Court,
Civil Action No. CG-03-419761.  The Claimants alleged to have
sustained significant and disabling personal injuries on or about
May 1, 2002, purportedly caused by the Debtors and the other
defendants.

On Jan. 13, 2004, the Claimants filed claim nos. 1276 and 1277 and
on June 8, 2004, the Claimants filed claim nos. 1515 and 1516 in
the Debtors' bankruptcy cases asserting prepetition claims in the
amount of several million dollars related to the alleged personal
injuries sustained.

After counseled negotiations, the Claimants have agreed to resolve
the Claims pursuant to these terms:

   (a) The Claimants will have an allowed unsecured prepetition
       claim against the Debtors in the amount of $250,000;

   (b) The Claimants will receive a total combined payment of
       $450,000 from the Debtors' insurer and the other named
       defendants in the Litigation.  No part of that payment will
       be obtained from the Debtors' estates;

   (c) The Claimants will give the Debtors a full, general release
       of all other claims against the estates.

                        About Mobile Tool

Mobile Tool International, Inc., is an employee-owned manufacturer
and distributor of equipment, including aerial lifts, digger
derricks and pressurization and monitoring systems, for the
telecommunications, CATV, electric utility and construction
industries.

The Company filed for chapter 11 protection on September 30, 2002
(Bankr. Del. Case No. 02-12826). Steven M. Yoder, Esq., and
Christopher A. Ward, Esq., at The Bayard Firm represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed $65,250,000 in total
assets and $46,580,000 in total debts.

The Court converted the chapter 11 cases to cases under chapter 7
effective Feb. 27, 2004.  Shortly after that, the Court appointed
Montague S. Claybrook as Chapter 7 Trustee.


MUSICLAND HOLDING: Wants Until Oct. 9 to Solicit Plan Acceptances
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the exclusive period by which they may solicit and obtain
acceptances for their Chapter 11 Plan through and including
October 9, 2006.

The Debtors' limited resources in the first months of their
Chapter 11 cases were deployed to achieve the fastest possible
disposition of their assets, Jonathan P. Friedland, Esq., at
Kirkland & Ellis LLP, in New York, tells the Court.  Since their
bankruptcy filing, the Debtors devoted effort to pursue matters
relating to:

   * a sale of substantially all of their assets to Trans World
     Entertainment Corporation;

   * the filing of sale procedure motions for hundreds of leases;

   * the conduct of two auctions with respect to those leases;

   * multiple round competitive bidding and selection process for
     a going-out-of-business sale liquidation agent;

   * procedures for the conduct of two separate rounds of going
     -out-of-business sales;

   * the resolution of numerous disputes with certain significant
     vendors and other parties-in-interest; and

   * the approval of a contested final postpetition financing
     order.

As previously reported, the Debtors filed a plan of liquidation on
May 12, 2006.  However, due to factors not entirely within the
Debtors' control, including the changing of hands of the secured
trade debt and the resultant change in representation of that
constituency, negotiations over the terms of a revised consensual
Plan were stalled, Mr. Friedland says.

Recently, however, those negotiations resumed and substantial
progress were made.  Mr. Friedland informs Judge Bernstein that
the Debtors need to accommodate the time needed to:

   -- revise the Plan to reflect the terms of the agreement
      ultimately reached;

   -- file and garner the Court's approval of a disclosure
      statement; and

   -- conduct solicitation of that amended Plan.

Mr. Friedland notes that the Debtors have discussed their
extension request with the Official Committee of Unsecured
Creditors and the Informal Committee of Secured Trade Vendors.
The Debtors believe that both committees support their request.

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


NAKOMA LAND: Ch. 11 Trustee Wants Cases Converted to Chapter 7
--------------------------------------------------------------
Angelique I.M. Clark as chapter 11 trustee in the bankruptcy
cases of Nakoma Land, Inc., and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District of Nevada to convert the
Debtors' chapter 11 cases to chapter 7 liquidation proceedings.

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd., at
Reno, Nevada, tells the Court that the Debtors' business
operations, which consist of a golf course and timeshare sales,
have ceased ongoing business operations due to various problems,
but the Chapter 11 Trustee is continuing to pay for maintenance
and upkeep of the estate property to maintain their potential
saleability.  The Chapter 11 Trustee has conducted a thorough
research of the Debtors' business interests and does not believe
that there is any realistic way to reorganize the Debtors'
business affairs and formulate a viable plan of reorganization

There are continuing Chapter 11 administrative expenses, which
accrue on a daily basis, including the trustee's fees,
professionals' fees and U.S. Trustee quarterly fees, Mr. Harris
adds.  Based on these factors, the Trustee believes it is in the
best interest of the Debtors' estates and creditors to convert
these cases to chapter 7 liquidation proceedings.

As a condition of the conversion of the Debtors' cases, the
Chapter 11 Trustee has obtained the consent of the Debtors' senior
secured lenders, Investors Financial, LLC, to surcharge its
financial lien for payment of all allowed professional and
trustee's fees in the administration of the Debtors' cases.

Additionally, the Chapter 11 Trustee asks the Court to for
permission to continue the payment of the ongoing expenses of
liquidating and maintaining the Debtors' assets so that the estate
does not lose the momentum it has gained in proceeding with
liquidation.  Further, the Chapter 11 Trustee has been advised by
the U.S. Trustee's Office that she will be appointed as Chapter 7
Trustee upon conversion of the Debtors' cases.

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, California.  The Debtor along with
its affiliates filed for chapter 11 protection on May 19, 2005
(Bankr. D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at the
Law Offices of Alan R. Smith represented the Debtors.  When the
Debtors filed for protection from its creditors, they listed total
assets of $18,000,000 and total debts of $15,252,580.  The Court
then appointed Angelique I.M. Clark as chapter 11 trustee.  The
U.S. Trustee for Region 13 recommended Ms. Clark's appointment
after Investors Financial LLC, sought for the appointment of a
trustee.


NCP MARKETING: Stays in Ch. 11 Despite Creditors' Conversion Plea
-----------------------------------------------------------------
The Honorable Gregg Zive of the U.S. Bankruptcy Court for the
District of Nevada denied a request to convert the Chapter 11 case
of N.C.P. Marketing Group, Inc. and Tae Bo Retail Marketing, Inc.,
into liquidation proceedings under Chapter 7 of the Bankruptcy
Code.

Creditors Billy Blanks, Gayle Blanks and BG Star Productions,
Inc., called for the Debtors' liquidation.  In their motion to
convert, the Blanks claimed the chapter 11 goal of reorganization
is unattainable in the Debtors' case.  They said a conversion to
chapter 7 would prevent further loss and delay to creditors and
end the continued diminution of the Debtors' estate.

                    Tae Bo(R) Trademark Dispute

The Blanks and their company, BG Star Productions are the Debtor's
largest general unsecured creditors, holding a claim in excess of
$2.1 million.

Billy Blanks created Tae Bo(R), a total body fitness system
designed to build muscle and burn fat.  The Debtors and Blanks
inked a license agreement in August 1999 giving NCP the right to
advertise, market and sell products and services containing the
Blanks' trademarks.

A dispute subsequently arose between the license parties
concerning their respective obligations under the terms of the
original license agreement.  They resolved this dispute by
entering into an amended license agreement.  Among other things,
the amended agreement confirmed BG Star's sole ownership of the
trademarks and gave NCP certain rights to market products using
the trademarks.

The Blanks allege that the Debtors materially breached its
obligations under the amended license agreement by failing to make
required payments to BG Star.  NCP, on the other hand, defended
its non-performance with its own allegations of the Blanks' own
breaches.

The parties again initiated arbitration and in December 2003,
arbitrator George M. Dell found that NCP materially breached the
terms of the amended license agreement.  The Blanks terminated the
amended license agreement because of this breach.

Michael S. Greger, Esq., at Allen Matkins Leck Gamble & Mallory
LLP, told the Court that despite the arbitrator's decision, the
Debtors continued to exploit the trademarks.

The Debtors claimed that the termination of the amended license
agreement only ended their exclusive right to sell videotapes
using the trademarks but that it did not terminate all of its
rights.  The Debtors asserted that the exclusive license converted
to a non-exclusive license.

The Blanks disputed the Debtors' claims and filed a motion to
compel rejection of the license agreement.  On Nov. 15, 2004, the
Court ruled that the license agreement is deemed rejected in
accordance with section 365(d)(2) of the Bankruptcy Code.  The
Debtors has filed and appeal with the District Court regarding the
Bankruptcy Court's rejection order.  This appeal remains pending.

                      Reasons for Conversion

Mr. Greger told the Bankruptcy Court that the Debtors' cases
should be converted because they cannot effectuate a plan of
reorganization without infringing on the Blanks' trademarks.  The
Debtors have stated in their Disclosure Statement that their
ability to sell Tae Bo brand videos is integral to any plan of
reorganization.  Mr. Greger reminds the Bankruptcy Court that it
had previously determined that the Debtors have no right to
continue using the trademarks.

In addition, Mr. Greger pointed out that the Debtor's undue delay
in pursuing their claims against insiders has hurt their other
creditors.  According to Mr. Greger, the Debtors have not taken
any action to collect approximately $10.6 million from insiders
and shareholders.  the Debtors' delay may result in these claims
being time-barred pursuant to the provisions of Section 546 of the
Bankruptcy Code, Mr. Greger explained.

                        About N.C.P. Marketing

Headquartered in North West Canton, Ohio, N.C.P. Marketing Group,
Inc. is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Debtor and its affiliate, Tae Bo Retail Marketing,
Inc., filed for chapter 11 protection on April 13, 2004 (Bankr.
Nev. Case No. 04-51071).  Jeffrey Baddeley, Esq., at Spangenberg
Shibley & Liber LLP and Jennifer A. Smith, Esq., at Lionel Sawyer
& Collins represent the Debtors in their restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, it estimated assets and debts between $10 million to
$50 million.


NEW RIVER: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: New River Dry Dock, Inc.
        3001 State Road 84
        Fort Lauderdale, Florida 33312

Bankruptcy Case No.: 06-13274

Chapter 11 Petition Date: July 18, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: James H. Fierberg, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, Florida 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Marina Mile Shipyard                    $657,231
   5255 North Federal Highway
   Third Floor
   Boca Raton, FL 33487

   William R. Rollins                      $337,233
   18320 Madrian Point Drive
   Cornelius, NC 28031

   Scott L. Bieber                         $270,000
   315 West 99th Street
   Apartment 8C
   New York, NY 10025

   Jeffrey V. Gordon                       $267,500
   111 Nathaniel Court
   Mooresville, NC 28117

   Broward County Revenue Collector        $102,840

   New River Boating Center, Inc.           $99,085

   Robert L. Jennings, P.A.                 $47,649

   Southeast Contracting                    $35,000

   May, Meacham & Davell, P.A.              $17,344

   Saavedra, Pelosi, Goodwin & Hermann       $7,649

   Shoreline Foundation, Inc.                $6,500

   Fowler White Burnett, P.A.                $6,314

   Advanced Systems, Inc.                    $6,226

   City of Fort Lauderdale Treasury          $2,287

   Florida Department of Revenue               $577

   Spirit Crane                                $200

   BellSouth                                    $18

   RBC Centura Bank                              $0

   Woodland Resources                            $0


NTL INC: Finalizes Telewest Global & Virgin Mobile Deals Funding
----------------------------------------------------------------
NTL Incorporated intends to file a registration statement shortly
with the U.S. Securities and Exchange Commission for the sale of
GBP300 million of U.S. dollar and pound sterling denominated ten-
year notes to be issued by its subsidiary, NTL Cable plc.  The
dollar and sterling notes will have minimum denominations of
$100,000 and GBP50,000 respectively.  The notes will rank pari
passu with NTL Cable's outstanding dollar, sterling and euro
notes.

NTL Cable's subsidiary, NTL Investment Holdings Limited, is
seeking commitments for an additional GBP300 million in senior
debt under a new Tranche C of its existing senior credit facility.
The principal amount of the Tranche C facility will be repayable
in seven years.  NTL anticipates that its use of the Tranche C
senior facility will reduce its overall financing cost.

These proposed financings will not change the aggregate debt
levels and will complete the financing of the Telewest Global and
Virgin Mobile transactions.

Headquartered in London, England, NTL Inc. (NASDAQ: NTLI) --
http://www.ntl.com/-- is a Delaware corporation and is publicly-
traded is the US on the Nasdaq Global Select Market under the
symbol "NTLI."  The Company provides broadband, digital
television, telephony, content and communications services,
reaching over 50% of UK homes and 85% of UK businesses.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on July 17,
2006, Fitch Ratings assigned NTL Cable PLC's upcoming GBP300
million 10-year senior notes an expected rating of B and a
Recovery Rating of RR5.  NTL Cable's existing senior notes remain
on Rating Watch Negative.  Fitch will resolve the Rating Watch
status on the NTL Cable notes and assign final rating to the new
notes upon completion of the new senior note issue.

The final rating is contingent on the receipt of final documents
conforming to information already received.  At the same time
the agency has affirmed NTL Inc's Issuer Default rating at B+
with Stable Outlook and its Short-term ratings at B.  NTL
Investment Holdings Limited's GBP5.28 billion senior secured
credit facilities are affirmed at BB+ and Recovery Rating RR1.



OCA INC: N.C. Regulator Wants N.C. Unit Lawsuit Continued
---------------------------------------------------------
The North Carolina State Board of Dental Examiners asks the
U.S. Bankruptcy Court for the Eastern District of Louisiana to
determine that the automatic stay under Section 362 of the
Bankruptcy Court does not apply to the claims asserted against the
Board by Orthodontic Centers of North Carolina, Inc., an Oca,
Inc., debtor-affiliate in a North Carolina case.

In the alternative, the Board asks the Court to lift the automatic
stay and to continue litigation and defense of those claims.

The case is pending in the General Court of Justice, Superior
Court Division, County of Wake, State of North Carolina (Case No.
97 CVS 2270).

Debtor OCS commenced the case seeking declaratory judgment and
judicial review, and specifically, an order restraining the Board
from conducting a hearing scheduled on April 17, 1997, in which
the Board alleged that certain dentists were engaged in a working
relationship in violation of N.C. Gen. Stat Section 90-29(b)(11).
The Board alleged that OCS violated the proscription of corporate
ownership, management, and control of a dental practice in
violation of certain consent orders.

Dennis M. Laborde, Esq., at Baldwin Haspel LLC in New Orleans,
Louisiana, asserts that OCS' claims against the Board are not
stayed by operation of Sec. 362 of the Bankruptcy Code.
Additionally, a Board action in defense of those claims, likewise,
is not subject to the automatic stay.  The subject matter in the
North Carolina litigation is purely regulatory in nature, and the
purposes of the litigation is not in any way to obtain possession
of or exercise control over OCS' property.

                            About OCA

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Debtor's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three Debtors also filed for bankruptcy protection on
June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).  William H.
Patrick, III, Esq., at Heller Draper Hayden Patrick & Horn, LLC,
represents the Debtors.  Patrick S. Garrity, Esq., and William E.
Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent the
Official Committee of Unsecured Creditors.  Carmen H. Lonstein,
Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham, Esq., at
Adams and Reese LLP represent the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $545,220,000 in total assets and
$196,337,000 in total debts.


OMEGA HEALTHCARE: $0.24 Per Share Dividend to be Paid on Aug. 15
----------------------------------------------------------------
The Board of Directors of Omega Healthcare Investors, Inc.
declared a common stock dividend of $0.24 per share.  The Company
also reported its regular quarterly dividend on its Series D
preferred stock.

                         Common Dividend

The Company's Board of Directors reported a common stock dividend
of $0.24 per share, to be paid Aug. 15, 2006 to common
stockholders of record on July 31, 2006.  At the date of this
release the Company had approximately 59 million outstanding
common shares.

                       Preferred Dividend

The Company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock, payable
Aug. 15, 2006 to preferred stockholders of record on July 31,
2006.  Series D preferred stockholders of record on July 31, 2006
will be paid dividends in the approximate amount of $0.52344, per
preferred share, on Aug. 15, 2006.  The liquidation preference for
the Company's Series D preferred stock is $25.00 per share.
Regular quarterly preferred dividends represent dividends for the
period May 1, 2006 through July 31, 2006.

                     About Omega Healthcare

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. (NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At September 30, 2005, the Company
owned or held mortgages on 216 skilled nursing and assisted living
facilities with 22,407 beds located in 28 states and operated by
38 third-party healthcare operating companies.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Fitch upgraded Omega Healthcare Investors' senior unsecured notes
to 'BB' from 'BB-' and its preferred stock to 'B+' from 'B'.
Additionally, Fitch assigns the Company's secured credit facility
at 'BB+'.  The Outlook on all Ratings is Stable.


ONEIDA LTD: Retains Sole Right to File Plan Until October 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the period within which only Oneida Ltd. and its debtor-
affiliates can file a plan of reorganization in their bankruptcy
cases to Oct. 15, 2006.  The Court also extends the exclusive
period wherein only the Debtors can solicit acceptances to any
plan to Dec. 14, 2006.

The Debtors have been at odds with the Official Committee of
Equity Security Holders on the valuation of the Debtors' estates
and the allowed claims of Pension Benefit Guaranty Corporation.
The Debtors say that the latest development in their cases,
however, might reconcile the opposing parties' views.

As reported in the Troubled Company Reporter on July 17, 2006,
Oneida signed a Letter of Intent to be acquired by an entity to be
formed by D. E. Shaw Laminar Portfolios, L.L.C. and Xerion Capital
Partners LLC, both current Oneida shareholders.

Under the terms of the proposed transaction, Laminar and Xerion
will pay at least $222.5 million, or an amount sufficient to pay
in full the company's secured bank claims plus, among other
things, the payment or assumption of all other general unsecured
claims.  In addition, the Buyers will include an element of
consideration for the company's common equity holders in
connection with securing their approval of the proposed
transaction.

                          About Oneida

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company and its 8
debtor-affiliates filed for Chapter 11 protection on March 19,
2006 (Bankr. S.D. N.Y. Case Nos. 06-10489 through 06-10496).
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represents
the Debtors.  Credit Suisse Securities (USA) LLC is the Debtors'
financial advisor.  Scott L. Hazan, Esq., and Lorenzo Marinuzzi,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent
the Official Committee of Unsecured Creditors.  Robert J. Stark,
Esq., at Brown Rudnick Berlack Israels LLP represents the Official
Committee of Equity Security Holders.  When the Debtors filed for
protection from their creditors, they listed $305,329,000 in total
assets and $332,227,000 in total debts.  On May 12, 2006, Judge
Gropper approved the Debtors' disclosure statement.


ORIS AUTOMOTIVE: Sells Certain Assets to Flex-N-Gate for $6.3 Mil.
------------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama, Southern Division, approved the
sale of certain of Oris Automotive Parts Alabama, Ltd.'s assets to
Flex-N-Gate Corporation for $6.3 million.

Flex-N-Gate, the stalking-horse bidder for the assets, will
acquire the Debtor's leasehold interest in real estate, equipment,
inventory, intellectual property and other related assets free and
clear of liens, claims, encumbrances and interests.

The first $4.7 million of the sale proceeds will be paid to
AmSouth Bank to reduce the amount due and owing on the Debtor's
primary obligation to the Bank.

In addition, AmSouth will get the next $1 million from the sale
proceeds supposedly due to Regions Bank.  This amount will be paid
as consideration for AmSouth's assignment of the Debtor's
remaining debt to Mercedes Benz U.S. International, Inc.

Mercedes Benz has decided to exercise in full its participation
rights related to the DIP Loan agreement with Regions Bank and the
Debtor.  As reported in the Troubled Company Reporter on April 26,
2006, Mercedes Benz and Regions extended a $6 million postpetition
loan to the Debtor.  With Mercedes Benz's exercise of its right,
Regions will receive payments of amounts due to it under the DIP
loan agreement and Mercedes Benz will become the sole DIP lender.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/-- manufactures automotive parts.
The company filed for chapter 11 protection on March 16, 2006
(Bankr. N.D. Ala. Case No. 06-00813).  Clark R. Hammond, Esq., at
Johnston, Barton, Proctor & Powell LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


PLYMOUTH RUBBER: Wants to Sell Canton Lot to Napleton for $4.3MM
-----------------------------------------------------------------
Plymouth Rubber Company, Inc., and Brite-Line Technologies, Inc.,
ask the U.S. Bankruptcy Court for the District of Massachusetts
for permission to sell a real estate in Canton, Massachusetts to
Napleton Acquisition LLC for $4,312,500.

The property is in 104 Revere Street where Plymouth Rubber's
manufacturing plant is located and sits on an industrial zone.

Victor Bass, Esq., at Burns & Levinson LLP in Boston,
Massachusetts, tells the Court that the Plant was valued at
$8.9 million based on an executory purchase and sale agreement
with Terrence Conroy, a real estate developer.  However, the sale
didn't push through and talks with another developer, John Marini,
also bogged down.

After months of effort to solicit and negotiate acceptable terms
for the sale of the Property, Plymouth Rubber inked an asset
purchase agreement with Napleton.  Sale closing is expected to
occur by Aug. 14, 2006.

Under the Asset Purchase Agreement, Napleton would acquire the
Property in its as-is condition and would undertake at its expense
to environmentally remediate the Property, releasing Plymouth
Rubber liability to Napleton.

Headquartered in Canton, Massachusetts, Plymouth Rubber Company,
Inc., manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  John J.
Monaghan, Esq., at Holland & Knight LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


PORTOLA PACKAGING: Equity Deficit Widens to $69.3 Mil. at May 31
----------------------------------------------------------------
Portola Packaging, Inc., reported preliminary results, pending
review by its auditors, for the third quarter of fiscal 2006,
ended May 31, 2006.

The Company reported sales of $71.2 million for the third quarter
of fiscal year 2006 compared to $70.5 million for the third
quarter of fiscal year 2005, an increase of 1.0%.  Portola
reported a breakeven in operating income for the third quarter of
fiscal year 2006, compared to operating income of $2.8 million
reported in the third quarter of fiscal year 2005.

For the first nine months of fiscal 2006, sales were
$200.5 million compared to $196.4 million for the first nine
months of fiscal 2005, an increase of 2.1%.  The Company reported
operating income of $3.3 million for the first nine months of
fiscal 2006 compared to operating income of $3.9 million for the
first nine months of fiscal 2005.

EBITDA decreased $1.3 million to $4.6 million in the third quarter
of fiscal year 2006 compared to $5.9 million in the third quarter
of fiscal year 2005 and decreased $0.9 million to $16.3 million
for the first nine months of fiscal 2006 compared to $17.2 million
for the first nine months of fiscal 2005.  Adjusted EBITDA, which
excludes the effect of restructuring charges, gains or losses on
the sale of assets, the Blackhawk patent litigation settlement
charge, one-time relocation costs, warrant interest income expense
and other non recurring expenses, increased $2.2 million or 27.5%
to $10.2 million in the third quarter of fiscal year 2006 compared
to $8.0 million in the third quarter of fiscal year 2005, and
increased $3.8 million to $23.5 million for the first nine months
of fiscal 2006 compared to $19.7 million for the first nine months
of fiscal 2005.

As of May 31, 2006, Portola's balance sheet showed total assets
of $171,700,000 and total liabilities of $241,000,000.  Portola's
equity deficit widened to $69.3 million at May 31, 2006, from a
$57.7 million deficit at Aug. 31, 2005.


                About Portola Tech International

Portola Tech International -- http://www.techindustries.com/-- is
a wholly owned subsidiary of Portola designs, manufactures and
markets plastic packaging components to the cosmetic, fragrance
and toiletries industry.  PTI's capabilities include injection and
compression molding, thermal and ultraviolet metallizing,
ultraviolet one coat spray technologies, silk screening, hot
stamping, lining and multiple component assembly.  In addition to
offering the largest stock line of closures in the industry, with
over 450 styles and sizes, PTI has a complementary line of heavy
wall PETG and polypropylene jars.

                     About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures and markets tamper evident plastic closures used in
dairy, fruit juice, bottled water, sports drinks, institutional
food products and other non-carbonated beverage products.  The
Company also produces a wide variety of plastic bottles for use in
the dairy, water and juice industries, including various high
density bottles, as well as five-gallon polycarbonate water
bottles.  In addition, the Company designs, manufactures and
markets capping equipment for use in high speed bottling, filling
and packaging production lines.  The Company is also engaged in
the manufacture and sale of tooling and molds used in the blow
molding industry.


PTC ALLIANCE: Pennsylvania Court Confirms Plan of Reorganization
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
entered an order confirming the Prepackaged Plan of Reorganization
of PTC Alliance Corp., which was filed with the Court on May 10,
2006, in conjunction with the Company voluntary Chapter 11
petition.

At a hearing held on July 13, 2006 in Pittsburgh, U.S. Bankruptcy
Court Judge Thomas P. Agresti ruled that PTC Alliance had met all
of the necessary statutory requirements to confirm its Plan.  With
this action, PTC Alliance is set to complete its restructuring and
expects to emerge from Chapter 11 by the end of July 2006.

"We are obviously very pleased with the Court's approval of our
Prepackaged Plan of Reorganization," said Peter Whiting, Chairman
and Chief Executive Officer of PTC Alliance.  "We confirmed our
Plan in 63 days, which is a remarkable achievement.  The result is
a testament to the outstanding effort put forth by the senior
management team, PTC Alliance's employees, our Board of Directors,
our senior lenders and outside professionals led by Eric Schaffer
of the Pittsburgh office of Reed Smith LLP.  All of these groups
contributed greatly to the successful restructuring of PTC
Alliance and should be commended for their efforts."

Under the Prepackaged Plan of Reorganization, PTC Alliance's
senior lenders will exchange their prepetition debt for all of
the equity in the reorganized company.  In addition, the company's
senior lenders have agreed to provide PTC Alliance with a
$70 million exit financing credit facility to fund the company's
operations upon emergence from Chapter 11.

"Our new exit financing provided by our senior lenders should
allow PTC Alliance to emerge from Chapter 11 as a well-capitalized
company with a solid balance sheet.  With the new capital
structure, we are now poised to take advantage of the fundamental
strength of our businesses. I look forward to working with the new
Board, our employees and our business partners to achieve the
company's full potential," Whiting said.

Upon emergence, Mr. Whiting will remain as Chairman, President and
CEO of PTC Alliance and no senior management changes are expected
as a result of the restructuring.

"I am pleased that we were able to meet our commitment to
completing this debt restructuring with minimal disruption to our
business," Mr. Whiting added.  "All of our suppliers have
continued to be paid in full on normal terms throughout the
Chapter 11 process and there have been no changes in the way we do
business with our customers.  We look forward to continuing our
relationships with our business partners for many years to come."

                     About PTCAlliance Corp.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. --
http://www.ptcalliance.com/-- manufactures and markets welded and
cold drawn mechanical steel tubing and tubular shapes, chrome
plated bar products, fabricated parts, and precision components.
The company filed for chapter 11 protection on May 10, 2006
(Bankr. W.D. Pa. Case No. 06-22110).  Eric A. Schaffer, Esq., at
Reed Smith LLP, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of more than $100 million.


SAINT VINCENTS: Amends List of Assumed Staten Island Leases
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates delivered to the U.S. Bankruptcy Court for the
Southern District of New York an amended schedule of contracts and
leases to be assumed in connection with the sale of their Staten
Island hospitals and other related assets.

A full-text copy of the Amended Assumption Schedule is available
for free at http://researcharchives.com/t/s?de6

As reported in the Troubled Company Reporter on June 15, 2006, the
Court authorized the Debtors to assume and assign executory
contracts and unexpired leases related to St. Vincent's Hospital,
Staten Island to Castleton Acquisition Corporation, an affiliate
of Bayonne  Medical Center Bayonne, or to any successful bidder
for the Staten  Island assets.

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


SAINT VINCENTS: Court Approves McKesson License Agreement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to enter into a license agreement and a
related supplement with McKesson Automation, Inc., to upgrade the
pharmacy hardware in the emergency department of Saint Vincent's
Hospital, Manhattan.

Pursuant to the Agreements:

   (a) St. Vincents Catholic Medical Centers of New York will
       acquire pharmacy equipment, related software, and
       associated licenses for $229,073; and

   (b) McKesson will provide maintenance in exchange for a $7,500
       annual fee for five years.

Specifically, SVCMC will buy from McKesson computerized cabinets
with touch-screen monitors for storing, dispensing, and tracking
medication, as well as related software.

McKesson will grant SVCMC a perpetual, non-exclusive, non-
transferable license to use the object code version of the
Software on the Equipment located at SVCMC's facilities.

Maintenance services will include corrections of Software or
Documentation due to their defects, and improvements to existing
functionality that are provided by McKesson after the delivery
date but not otherwise separately priced or marketed by McKesson
to its customers generally.

SVCMC estimated that by implementing the new system, it will save
more than $30,000 annually.

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)


SANITARY & IMPROVEMENT: Wants Until Sept. 1 to File Chapter 9 Plan
------------------------------------------------------------------
Sanitary & Improvement District 425 of Douglas County, Nebraska,
and the Official Committee of Unsecured Creditors appointed in the
District's Chapter 9 case ask the U.S. Bankruptcy Court for the
District of Nebraska to further extend Until Sept. 1, 2006, the
time within which the Debtor can file its plan of adjustment for
the Debtor's debts.

Over the past two months, the Debtor and the Committee have
regularly discussed the provisions of the proposed plan of
adjustment.  The parties focused in developing a mechanism for
payment to the Debtor's creditors, which would maximize the value
to the creditors while allowing the Debtor to continue operations
and maintain its budget for necessary operations.

The extension will provide the Debtor and the Committee more time
to draft, file and disseminate a consensual plan.

Headquartered in Omaha, Nebraska, Sanitary & Improvement District
425 of Douglas County, Nebraska filed for chapter 9 protection on
Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871).  Mark James
LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, represents
the Debtor in its restructuring efforts.  William L. Biggs, Jr.,
Esq., at Gross & Welch represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 to $1 million
and estimated debts between $10 million to $50 million.


SEAGATE TECH: Moody's Lifts $400 Mil. Senior Notes' Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Seagate
Technology HDD Holdings and upgraded the ratings of Maxtor
Corporation, now a wholly owned subsidiary of Seagate Technology
US Holdings, following the completion of its acquisition on May
19, 2006 and subsequent guaranteeing of Maxtor's debt by Seagate.
This concludes the review initiated by Moody's on December 21,
2005.  The review was prompted by the company's announcement of
its intention to acquire Maxtor in an all-stock transaction for
approximately $1.9 billion.  The ratings outlook is stable.

These ratings were confirmed

   * Seagate's Corporate Family Rating -- Ba1

   * SGL Rating -- SGL--1

These ratings have been upgraded;

   * Seagate's $400 million senior notes 8%, due 2009 -- Ba1

   * Maxtor's remaining $135 million of the $230 million 6.8%
     convertible senior notes, due 2010 -- upgraded to Ba1 from
     B2

   * Maxtor Corporation's $60 million 5-3/4% convertible
     subordinated debentures, due 2012 -- upgraded to Ba2 from
     Caa1

Rating outlook is stable.

The ratings reflect Seagate's dominant position in the disk
drive industry and incorporate the sector's capital intensity,
volatility, and the highly commoditized nature of the disk drive
business that is characterized by short product life-cycles and
maturation linked ASP declines.  Recent performance by standalone
Seagate has been stable to improving, with what appears to be a
reversal in its previously declining gross margin trend in fiscal
2006.

The ratings also incorporate increased leverage from the
Maxtor acquisition, technology and execution risk from product
transitioning to perpendicular technology, as well as risks from
emerging competing technologies.  The rating also considers the
company's moderate leverage and potential for a decline in its
liquidity from possible increased share buyback activities.

What could move the ratings -- up

   1) Consistent ability to generate free cash flow partly as a
      result of ability to turn around profitability and control
      fixed cost;

   2) Continued ability to capture growth in demand for
      electronic storage by maintaining if not growing its market
      share in HDD; and

   3) Increase in product and technology diversity.

What could move the ratings -- down

   1) Significant decline in cash flow generation as a result of
      product transitioning issues vis-a-vis perpendicular
      technology, Maxtor integration, and emerging technology
      becoming a more meaningful threat;

   2) Significant increase in leverage as a result of dividends
      and additional share buyback program;

   3) Significant decline in its liquidity position as a result
      of operating issues and/or funds returned to shareholders

Seagate, with primary offices in Scotts Valley, California, is
a worldwide leader in the design, manufacture and marketing of
rigid disc drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers delivering information
over corporate networks and the Internet.


SMART ONLINE: Raises $250,000 from Common Stock Sale
----------------------------------------------------
In a transaction that closed on July 6, 2006, Smart Online, Inc.,
sold 100,000 shares of its common stock to The BlueLine Fund.  The
private placement shares were sold at $2.50 per share pursuant to
a Subscription Agreement between the Company and BlueLine.  The
amount raised in the private placement is $250,000.

Proceeds from this transaction are expected to be used primarily
to pay for ongoing operations, current liabilities, and legal and
professional expenses related to matters regarding the internal
investigation and the SEC matters, audit and professional fees
related to SEC filings, and installment payments due the sellers
for the acquisition of iMart Incorporated.

The Company and BlueLine have entered into a Subscriber Rights
Agreement whereby the Company has an obligation to register the
shares sold for resale by the purchaser by filing a registration
statement on or before Sept. 30, 2006.  If a registration
statement is not filed by that date, the Company is obligated to
pay a penalty obtained by multiplying the total purchase price for
the shares by 0.5% by the number of prorated 30-day periods after
the target registration date.  At the Company sole's discretion,
this penalty can be paid in the number of shares obtained by
dividing the total penalty amount by the per share purchase price.

BlueLine has also entered into a Dribble Out Agreement with the
Company pursuant to which it may sell up to 25% of the shares
during any rolling 30-day period, following the effective date of
the registration statement.

Smart Online Inc. -- http://www.SmartOnline.com-- develops and
markets Internet-delivered Software-as-Service software
applications and data resources to start, run, protect and grow
small businesses.

                       Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about Smart Online,
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 recurring
losses from operations and working capital deficit.


SPECTRUM BRANDS: Discloses Reduced 2006 Earnings Expectations
-------------------------------------------------------------
Spectrum Brands's preliminary forecast of fiscal third quarter
financial results indicated that full year 2006 earnings will be
substantially lower than the latest earnings guidance.

Spectrum Brands' disappointing third quarter performance was
attributable in large part to lower-than-expected sales volumes,
particularly in the company's European consumer battery business.
Additionally, North American sales were negatively impacted by
lower-than-expected results from shaving and grooming products at
Father's Day and retail inventory reductions on the part of
several large customers in the company's lawn and garden category.

Despite disappointing third quarter results, the company
anticipates it will be in compliance with its senior credit
facility debt covenants for the fiscal third quarter based on its
preliminary estimates.

Spectrum Brands has engaged Goldman Sachs and Co. as financial
advisor to assist the company in evaluating potential selective
asset sales designed to sharpen the company's focus on strategic
growth businesses, maximize long-term shareholder value, and
reduce outstanding indebtedness.  No assurance can be given that
any transaction will be pursued as a result of this review, or if
a transaction is pursued, that it will be consummated.

                      About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC) --
http://www.spectrumbrands.com/-- is a consumer products company
and a supplier of batteries and portable lighting, lawn and garden
care products, specialty pet supplies, shaving and grooming and
personal care products, and household insecticides.  Spectrum
Brands' products are sold by the world's top 25 retailers and are
available in more than one million stores in 120 countries around
the world.  The company's stock trades on the New York Stock
Exchange under the symbol SPC.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Spectrum Brands Inc., including the 'B-' corporate credit rating.
At the same time, the ratings were removed from CreditWatch, where
they were placed with negative implications April 6, 2006,
following the company's substantially lowered earnings guidance
for the second quarter.  The rating outlook is negative.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service downgraded all ratings of Spectrum
Brands, Inc.  The outlook for the ratings is stable.  This action
concluded the review for downgrade that was initiated on April 7,
2006.  Ratings downgraded include Corporate family rating to B3
from B2; $300 million senior secured revolving credit facilities
to B2 from B1; $1.2 billion senior secured term loan facilities to
B2 from B1; $700 million senior subordinated notes due 2015 to
Caa2 from Caa1, and $350 million senior subordinated notes due
2013 to Caa2 from Caa1.


TELEVIDEO INC: Bankruptcy Court Confirms Plan of Reorganization
---------------------------------------------------------------
The First Amended of Plan of Reorganization of TeleVideo, Inc. was
approved by the U.S. Bankruptcy Court for the District of
Delaware, providing TeleVideo with the ability to emerge from its
Chapter 11 restructuring.

TeleVideo plans to consummate the Plan as soon as practicable.
Upon consummation of the Plan, all of the presently outstanding
common stock of TeleVideo will be cancelled and extinguished.

"We want to assure our customers that our products will continue
to remain available with no interruptions," said Viktor Khan of
TeleVideo.

TeleVideo was advised by ThoughtStorm Strategic Capital, who
served as its financial advisor in the restructuring.

Based in San Jose, California, TeleVideo, Inc. (OTCBB:TELV) --
http://www.televideo.com/-- develops and manufactures Windows-
based network terminals, and specializes in the video display
terminal industry.  The Company filed for chapter 11 protection on
March 14, 2006 (Bankr. D. Del. Case No. 06-10242).  Jami B.
Nimeroff, Esq., at Buchanan Ingersoll, P.C., in Wilmington,
Delaware, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets totaling
$2,284,670 and debts totaling $2,692,712.


TERRY MANUFACTURING: Chapter 7 Trustee Wins $596,738 Judgment
-------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama entered a $596,738 judgement in favor
of J. Lester Alexander III, the chapter 7 Trustee overseeing the
liquidation of Terry Manufacturing, Inc., against N.D. Horton,
Jr., and James M. Reynolds.

The Chapter 7 Trustee commenced an adversary proceeding against
Messrs. Horton and Reynolds seeking to avoid payments Terry
Manufacturing made on account of personal debts owed to them by
the Debtor's principals, Roy Terry and Rudolph Terry, their sister
Cotina Terry and Mr. Rudolph Terry's wife, Allie Robinson.

Mr. Alexander argued the Debtor did not receive reasonably
equivalent value in exchange for the payments of the indebtedness
owed by the Terry Insiders and moved to recover these payments
pursuant to the constructive fraud provision of the Alabama
fraudulent transfer law.

The Alabama Uniform Fraudulent Transfer Act provides that a
transfer made by a debtor is fraudulent if the debtor made the
transfer without receiving a reasonably equivalent value in
exchange for the transfer and the debtor was insolvent at the
time.

In a decision published at 2006 WL 1729678, Judge Sawyer found
that:

     -- Terry Manufacturing received no value for the payments
        made on behalf of the insiders;

     -- the payments in question are constructively fraudulent;
        and

     -- the payments must be set aside for the benefit of the
        creditors of Terry Manufacturing.

                    The Terry Brothers' Defenses

The Debtor made payments totaling $596,738.60 to acquire 41% of
the outstanding stock of Perky Cap Company, Inc., owned by Terry
Insiders.

Messrs. Horton and Reynolds contend that Debtor received valued
from the payments because:

     -- American Real Estate Investment Company made a loan of
        $5.5 million to the Terry brothers so that the Debtor can
        pay the stock purchases made by Ms. Terry and Ms. Robinson
        to Messrs. Horton and Reynolds;

     -- the Terry brothers transferred some, most, or all, of the
        $5.5 million to the Debtor;

     -- the loans made to Ms. Terry and Ms. Robinson were not for
        the purchase of the Perky Cap stock, but for the repayment
        of the loan by the Debtor;

     -- the Debtor further received a benefit in that when Ms.
        Terry and Ms. Robinson bought stock in Perky Cap, they
        assured the Debtor a ready source of caps, which would
        enhance the sales of uniforms by the Debtor.

                          Trustee's Response

The Trustee concluded that the Debtor was insolvent as early as
July 7, 1999, at the time when the payments in question were made
between Dec. 10, 2000 and May 2003 and did not receive equivalent
value.

                            Court's Decision

The Court considered extensive testimony and documentary evidence
in this matter and held that the Debtor did not receive equivalent
value because:

   a) Messrs. Horton's and Reynolds' arguments, were not credible
      and that their claims have been fabricated to provide a
      defense to the Trustee's avoidance action.

   b) the $5.5 million loan to the Terry brothers, had nothing to
      do with the stock purchased by Ms. Terry and Ms. Robinson
      but was made as a result of the fraud committed by the Terry
      brothers.

Terry Manufacturing, Inc., is a maker and supplier of uniforms and
sportswear.  The company filed a Chapter 11 bankruptcy petition on
July 7, 2003 (Bankr. M.D. Ala. Case No. 03-32063).  Von G. Memory,
Esq., at Memory & Day represents the Debtor.  On May 13, 2004,
the case was converted to a chapter 7 liquidation.

Brent B. Barriere, Esq., and Catherine E. Lasky, Esq., at Phelps
Dunbar in New Orleans represented the Chapter 7 Trustee in this
adversary proceeding.  C. Ellis Brazeal, Esq., at Walston, Wells &
Birchall, LLP, in Birmingham, Alabama, represented N.D. Horton and
James M. Reynolds, III.


THERMOVIEW INDUSTRIES: Wants Until Aug. 7 to File Chapter 11 Plan
-----------------------------------------------------------------
ThermoView Industries, Inc., and its debtor-affiliates ask the
Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville to extend their
exclusive period to file a plan of reorganization until Aug. 7,
2006.  The Debtors also want to extend their exclusive period to
solicit acceptances of that plan until Sept. 25, 2006.

The Debtors say they are currently drafting their proposed
Disclosure Statement and Plan and that those documents would be
completed within the requested extension period.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


TRANSMONTAIGNE INC: Gets Early Termination of HSR Waiting Period
----------------------------------------------------------------
TransMontaigne Inc. and Morgan Stanley Capital Group Inc. received
early termination of the waiting period for U.S. antitrust review
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The Company filed with the Federal Trade Commission and the
Department of Justice the requirements by the HSR Act with respect
to the proposed merger with Buffalo Merger Sub Inc., a wholly
owned subsidiary of Morgan Stanley.

Morgan Stanley Capital Group will pay $11.35 per share in cash for
each outstanding share of its capital stock, and that the
termination of the Hart-Scott-Rodino waiting period satisfies one
of the conditions to the merger.  It expects consummation of the
merger to occur in August or September 2006.

                     About TransMontaigne

TransMontaigne Inc. (NYSE:TMG) is a refined petroleum products
marketing and distribution company, based in Denver, Colorado with
operations in the United States, primarily in the Gulf Coast,
Florida, East Coast and Midwest regions.  The Company's principal
activities consist of (i) terminal, pipeline, tug and barge
operations, (ii) marketing and distribution, (iii) supply chain
management services and (iv) managing the activities of
TransMontaigne Partners L.P.  The Company's customers include
refiners, wholesalers, distributors, marketers, and industrial and
commercial end-users of refined petroleum products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on petroleum storage and distribution company
TransMontaigne Inc. on CreditWatch with developing implications,
following the announcement that Morgan Stanley Capital Group
Inc. has made a competing offer to acquire TransMontaigne for
$10.50 per share.

As reported in the Troubled Company Reporter on March 30, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.


TRIBUNE COMPANY: Reports $1.43 Bil. in Revenues for 2nd Qtr. 2006
-----------------------------------------------------------------
Tribune Company reported its 2006 second quarter operating
revenues decreased by 1%, or $20 million, to $1.43 billion.
Consolidated cash operating expenses were up 1%, or $11 million.
In the second quarter of 2006, cash operating expenses included
$5 million of stock-based compensation expense.  Operating cash
flow was down 8% to $362 million from $393 million, while
operating profit declined 9% to $306 million from $335 million.

                          Equity Results

The Company's net equity income was $26 million in the second
quarter of 2006, compared with $12 million in the second quarter
of 2005.  The increase reflected operating improvements at TV Food
Network and CareerBuilder and includes the Company's $6 million
share of a one-time favorable income tax adjustment at
CareerBuilder.  In addition, the Company was no longer recording
losses for The WB Network as the Company's recorded investment has
been reduced to zero.

                   Additional Financial Details

Corporate expenses for the 2006 second quarter increased to
$14 million from $13.5 million in the second quarter of 2005,
primarily due to $1 million of stock-based compensation expense.

Interest expense for the 2006 second quarter increased to
$47 million, up 34 percent from $35 million in the second quarter
of 2005, primarily due to higher interest rates and debt levels.
Debt, excluding the PHONES, was $2.6 billion at the end of the
2006 second quarter and $1.9 billion at the end of the 2005 second
quarter.

Diluted weighted average shares outstanding declined by 4% from
the second quarter of 2005, primarily due to stock repurchases.
The Company repurchased 4.6 million shares in the first half of
2006 prior to the announcement of the tender offer.

Capital expenditures were $40 million in the second quarter of
2006.

                      Discontinued Operations

In June 2006, the Company sold its Atlanta and Albany television
stations.  The assets and liabilities of these stations are now
classified as held for sale and their results of operations are
reported as discontinued operations.  In the second quarter of
2006, the Company recorded a pretax loss of $90 million, including
$80 million of allocated television group goodwill, to write down
the Atlanta and Albany net assets to estimated fair value, less
costs to sell.  In accordance with Financial Accounting Standard
No. 142, "Goodwill and Other Intangible Assets", the Company
aggregates all of its television stations into one reporting unit
for goodwill accounting purposes.  Although no goodwill was
recorded when the Atlanta station was acquired and only $300,000
of goodwill was recorded for the Albany acquisition, FAS 142
requires the Company to allocate a portion of its total television
group goodwill to stations that are sold based on the fair value
of the stations, relative to the fair value of the Company's
remaining stations.  The station sales are expected to generate
pretax proceeds of about $200 million and will close upon
regulatory approval.

                          About Tribune

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 leading daily newspapers including the Los Angeles
Times, Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                           *    *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Moody's Investors Service downgraded Tribune Company's senior
unsecured debt rating to Ba1 from Baa3 and downgraded its short-
term commercial paper rating to Not Prime from Prime-3 concluding
the review for downgrade initiated on May 30, 2006.  Moody's
assigned a Ba1 Corporate Family Rating to The Tribune Company.
Moody's said the outlook is stable.


UNITY VIRGINIA: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6 informs Judge
Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas that that there was an insufficient number of
creditors willing to serve on an Official Committee of Unsecured
Creditors in the chapter 11 cases of Unity Virginia Holdings LLC
and its debtor-affiliates.  Accordingly, the U.S. Trustee is
unable to appoint a committee under Section 1102(a) of the
Bankruptcy Code at this time.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Dallas, Texas, Unity Virginia Holdings LLC,
operates a coal mining and processing company.  The company filed
for chapter 11 protection on May 10, 2006 (Bankr. N.D. Tex.  Case
No. 06-31937).  James C. Jarret, Esq., and Arnaldo N. Cavazos,
Jr., Esq., at Cavazos, Hendricks & Poirot, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.

Four of the Debtor's affiliates, Glamorgan Coal Resources LLC,
Glamorgan Processing LLC, Glamorgan Properties LLC, and Glamorgan
Refuse LLC, filed for chapter 11 protection on May 12, 2006
(Bankr. N.D. Tex. Case Nos. 06-31953 through 06-31956).  Another
affiliate, Glamorgan OPerations, LLC, filed for chapter 11
protection on May 17, 2006 (Bankr. N.D. Tex. Case No. 06-31995).


VARIG S.A.: Creditors Snub Volo's $500 Million Purchase Bid
-----------------------------------------------------------
VARIG, S.A. creditors voted Monday to reject a $500,000,000 bid
for the company's operating assets from Volo do Brasil.

Key creditors, led by airline leasing companies, threw out a
bankruptcy plan to sell VARIG's assets to Volo, saying the
proposal is not enough to pay VARIG's more than BRL7 billion --
$3 billion -- of debt.

Representatives of VARIG workers and pensioners and principal
government creditors agreed to accept Volo's offer.

Marcelo Bottini, VARIG's chief executive officer, told reporters
after the creditors' meeting in Rio de Janeiro, Brazil, that Volo
and the airline's employee unions will challenge the decision and
ask Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court
in Brazil for a recount.

Mr. Bottini, Reuters reports, pointed out that creditors with
"little financial stake" were given the same voting power as
larger creditors.  He noted that the larger creditors voted for
Volo's offer.

This development came a week after the Brazilian Court gave its
nod to the Volo offer following alterations to the bid.  The
modifications include the single payment of two debentures
totaling BRL50,000,000 each to satisfy a portion of VARIG's debt.
Originally, Volo intended to provide funding over a 10-year
period.

Volo has offered to provide up to $20,000,000 in emergency funds
and up to $485,000,000 in additional funding based on a timetable
contained in a business plan, according to papers filed with the
U.S. Bankruptcy Court.  Volo's Proposal also contemplates the
transfer of 30 leased aircraft.

An auction would have been conducted on July 19, 2006, if
creditors voted to accept Volo's offer.

The Brazilian court must now decide on whether to continue to
search for a restructuring solution for the indebted airline or
to liquidate its assets.

VARIG may entertain other suitors.  Cinzel Partners fund has
created a consortium of investors to come up with a $600,000,000
bid for VARIG, according to Investnews (Brazil).

Roberto Lima Netto, former president of Brazilian steel maker
Companhia Siderurgica Nacional and representative of Cinzel, has
told O Estado de Sao Paulo that the consortium intends to acquire
as much as 30% of VARIG's operations.  Cinzel will allow the
airline's employees to acquire the 20% while the remainder would
be sold in a public offering.

Volo, which recently purchased VARIG's cargo unit, VARIG
Logistica S.A., is partially controlled by U.S. investment fund
MatlinPatterson Global Advisors.

Reuters says that VARIG has been able to continue flying because
of daily deposits made by Volo, which on July 7 totaled more than
$11,000,000.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Brazilian Government's Claim Gains Priority Status
--------------------------------------------------------------
A federal court in Brazil granted priority to the Brazilian
government's claims against VARIG, S.A., over the airline's other
creditors, Bloomberg News says, citing a report from O Estado de
S. Paulo.

The Brazilian government asserts claims against VARIG for back
taxes.  The bankrupt carrier owes the government BRL3,500,000,000
-- US$1,570,000 -- Estado said.

According to Estado, the government sought relief because VARIG
failed to pay all taxes before filing for bankruptcy -- a
requirement under Brazilian law.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WERNER LADDER: U.S. Trustee Appoints Official Creditors Committee
-----------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the United States Trustee for Region 3,
appoints three additional creditors to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Werner Holding Co.
(DE), Inc., and its debtor-affiliates.

ReCap International (BVI) Ltd., the Pension Benefit Guaranty
Corporation and Claren Road Asset Management have been added to
the Committee effective July 12, 2006.

The Creditors Committee now comprises:

      (1) The Bank of New York, as Successor Trustee
          Attn: Kenny Tang
          101 Barclay Street, 8 West Corporate Trust
          New York, NY 10286
          Tel: (212) 815-2816
          Fax: (212) 815-5131

      (2) Levine Leichtman Capital Partners, III, L.P.
          Attn: Eric A. Scroggins
          335 North Maple Drive, Suite 240
          Beverly Hills, California 90210
          Tel: (310) 275-5335
          Fax: (310) 275-1441

      (3) Saint-Gobain Corporation
          Attn: Thomas L. Fitzpatrick
          1 New Bond Street,
          Worcester, Massachusetts 01615
          Tel: (508) 795-5409
          Fax: (508) 795-5266

      (4) Venture Plastics
          Attn: Steve Trapp
          P.O. Box 249, 4000 Warren Road
          Newton Falls, Ohio 44444
          Tel: (330) 872-5774
          Fax: (330) 872-3597

      (5) WXP, Inc.
          Attn: John E. Thigpen
          93 Werner Road, Building A
          Greenville, Pennsylvania 16125
          Tel: (724) 588-2000
          Fax: (724) 589-4286

      (6) ReCap International (BVI) Ltd.
          c/o Murray Capital Management, Inc.
          Attn: Joseph Galzerano
          26th Floor, 680 Fifth Avenue
          New York, NY 10019
          Tel: (212) 582-5505
          Fax: (212) 582-5525

      (7) Pension Benefit Guaranty Corporation
          Attn: Adi Berger
          1200 K Street
          Washington, D.C. 20005
          Tel: (202) 326-4000
          Fax: (202) 842-2643

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors have retained Rothschild
Inc. as their financial advisor and investment banker.  At March
31, 2006, the Debtors reported total assets of $201,042,000 and
total debts of $473,447,000.  (Werner Ladder Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WERNER LADDER: Committee Taps Winston & Strawn as Bankr. Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, asks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
Winston & Strawn LLP as its lead counsel nunc pro tunc to June 28,
2006.

The Committee hired Winston & Strawn because of its extensive
experience in restructuring and insolvency practice and in
representing debtors, creditors, committees and other parties-in-
interest in cases under the Bankruptcy Code and in out-of-court
debt restructurings and workouts.

Winston & Strawn will:

  (1) advise the Committee with respect to its duties and powers
      in the Debtors' Chapter 11 cases;

  (2) consult with Committee and the Debtors concerning the
      administration of the Chapter 11 cases;

  (3) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors, including the operation of the Debtors' businesses
      and the desirability of continuing or selling their
      businesses or assets and in any other sale transaction
      under Section 363 of the Bankruptcy Code;

  (4) assist the Committee in evaluating claims against the
      estates, including analysis of possible objections to the
      validity, priority, amount, subordination or avoidance of
      claims or transfers of property in consideration of the
      claims;

  (5) assist the Committee in the formulation of a proposed
      chapter 11 plan, including the Committee's communications
      with unsecured creditors concerning the plan;

  (6) assist the Committee with any request for the appointment
      of a Chapter 11 trustee or examiner and appeal before the
      Bankruptcy Court, any other federal court, state court or
      appellate courts;

  (7) advise and represent the Committee concerning matters
      arising in the Debtors' Chapter 11 cases, including the
      obtaining of credit, asset sales and the rejection or
      assumption of executory contracts and unexpired leases; and

  (8) perform all other legal services to the Committee that are
      required in the Debtors' Chapter 11 cases.

The customary rates of Winston & Strawn's professionals are:

                Designation           Hourly Rate
                -----------           -----------
                Partners              $365 - $835
                Associates            $200 - $485
                Legal Assistants      $100 - $240

The firm will also seek reimbursement of reasonable out-of-pocket
expenses.

The professionals most likely to be engaged in Winston & Strawn's
representation of the Committee are:

        Professional          Designation    Hourly Rate
        -----------           -----------    -----------
        David Neier           Partner           $610
        Eric Sagerman         Partner           $600
        John Fredericks       Partner           $520
        Justin Rawlins        Associate         $385
        Nickie Wilson         Associate         $250
        Lindsey Moran         Associate         $240

David Neier, Esq., assures the Court that Winston & Strawn is a
disinterested person as that term is defined in Sections 101(14)
and 1107(b) of the Bankruptcy Code.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors have retained Rothschild
Inc. as their financial advisor and investment banker.  At March
31, 2006, the Debtors reported total assets of $201,042,000 and
total debts of $473,447,000.  (Werner Ladder Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINN-DIXIE: Can Retroactively Reject 77 Store Leases
----------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida grants Winn-Dixie Stores, Inc.' request and deems the 77
store leases rejected on Feb. 21, 2005.

The Court overrules all objections, and clarifies that its order
does not constitute a waiver of any claims the Debtors may have
against any counterparty to the Assigned Leases.

The Court Order will not affect the validity of the lease
assignments, and the assignees' rights and obligations under
their respective leases, or constitute a breach or default by the
assignee of the leases and related documents, Judge Funk states.

Judge Funk directs the landlords to file proofs of claim for
rejection damages, if any, by Aug. 12, 2006.

                      Fiesta Mart's Objection

Fiesta Mart, Inc., objects to the rejection of the leases of
Store Nos. 2411, 2422, 2441 and 2459.

Michael J. Durrschmidt, Esq., at Hirsch & Westheimer, P.C., in
Houston, Texas, relates that the Debtors assigned to Fiesta all
their right, title and interest as tenant under the four leases
pursuant to an asset purchase agreement dated May 21, 2002.

The Debtors' attempt to reject the leases constitutes a breach of
the Asset Purchase Agreement, Mr. Durrschmidt asserts.

Section 365(c) of the Bankruptcy Code allows the rejection of any
"unexpired lease of the debtor".  However, the Leases are not,
nor were they at the time of the Debtors' bankruptcy filing,
leases of the Debtors, Mr. Durrschmidt points out.

If the Debtors reject the leases, Fiesta would show that the
lease rejections constitute a default leading to damages not only
for the landlords, but also for the lease assignee, Mr.
Durrschmidt asserts.

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


WINN-DIXIE: Wants Solicitation & Tabulation Procedures Approved
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask Judge Funk
of the U.S. Bankruptcy Court for the Middle District of Florida to
approve procedures associated with the solicitation and tabulation
of votes on their Joint Plan of Reorganization and Disclosure
Statement filed June 29, 2006.

The Debtors propose to utilize Logan & Company, Inc., their
claims, noticing, and balloting agent, to assist them in:

   (i) soliciting votes on and providing notice of the Plan;

  (ii) receiving and tabulating ballots cast on the Plan; and

(iii) certifying to the Court the results of the balloting.

The Debtors ask the Court to establish a date that is one week
before the hearing to consider confirmation of their Plan, at
4:00 p.m. (Eastern Time) on that date, as the deadline by which
all ballots must be received by Logan & Co.

The Debtors also seek permission, subject to consultation with
the Official Committee of Unsecured Creditors, to extend the
Voting Deadline as facts and circumstances may require by filing
notice of the extension with the Court and by serving a copy of
the notice upon Logan & CO.

The Debtors ask Judge Funk to establish Aug. 1, 2006, at 5:00
p.m. (Eastern Time), as the record date for determining the
holders of claim against and interests in the Debtors that are
entitled to receive solicitation packages and notices.

                       Solicitation Packages

After the Court's approval of the Disclosure Statement, the
Debtors intend to distribute solicitation packages containing
copies of:

   -- approved letters soliciting the acceptance or rejection of
      the Plan;

   -- notice of the confirmation hearing and objection deadline;

   -- notice of the voting deadline;

   -- Court-approved Disclosure Statement;

   -- the Plan or a Court-approved summary of the Plan;

   -- an appropriate ballot;

   -- if applicable, a cash reduction form;

   -- a pre-addressed postage-prepaid return envelope; and

   -- other information as the Court may direct.

To avoid duplication and reduce expenses, the Debtors propose
that voting creditors who have filed duplicate claims, which are
classified in the same class under the Plan, receive only one
Solicitation Package and one ballot with respect to that class.

                          Disputed Claims

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, holders of Claims in Classes 10 to 17 that are partly
contingent, unliquidated or disputed may be permitted to vote to
accept or reject the Plan, subject to their right to ask the
Court to temporarily allow claims in a higher amount for voting
purposes.

The Debtors propose to distribute to each of the Disputed
Claimants a package that includes:

   -- a notice of non-voting status and temporary allowance
      procedures;

   -- approved letters soliciting the acceptance or rejection of
      the Plan;

   -- the Disclosure Statement;

   -- the Plan as appendix to the Disclosure Statement;

   -- a cash reduction form; and

   -- other information as the Court may direct.

The Debtors ask the Court to fix the date that is one week prior
to the Voting Deadline, at 4:00 p.m. (Eastern Time) on that date,
as the deadline for filing requests for temporary allowance of
claims or interests for voting purposes pursuant to Bankruptcy
Rule 3018(a).

Any party timely filing and serving a Rule 3018 Motion will be
provided a ballot and be permitted to cast a provisional vote to
accept or reject the Plan.

                     Ballot Forms and Notices

The Debtors propose to distribute ballots to holders of claims in
Classes 7 to 17 under the Plan.  The Ballot Forms will be based
on Official Form No. 14, but will be modified to:

   (a) facilitate voting by large numbers of creditors;

   (b) meet the particular requirements of the Plan; and

   (c) reflect developments in the law and practice with respect
       to voting by holders of public debt securities.

Holders of Claims in Classes 1 to 6, which are proposed to be
unimpaired, will receive a Notice of Non-Voting Status in lieu of
a Solicitation Package.

The Plan provides opportunity for holders of claims in Classes 13
to 16 to elect to reduce their claims to $3,000 and to receive a
one-time cash payment of $2,010, in lieu of the shares of new
common stock otherwise to be distributed to the holders.

The Debtors will distribute cash reduction forms to claim holders
in Classes 13 to 16, and to non-voting creditors who may
potentially become holders of allowed claims in these classes.

The form will also be posted at Logan & Co.'s Web site at
http://www.loganandco.com/

Holders of Claims in Classes 18 to 21, who are deemed to have
rejected the Plan, will receive a Notice of Deemed Rejecting
Status.

Parties to certain of the Debtors' executory contracts and
unexpired leases will be provided with a Contract/Lease Party
Notice, which describes:

   (a) the provisions of the Plan relating to the treatment of
       executory contracts and unexpired leases; and

   (b) the procedure for seeking to cast a vote with respect to
       potential rejection damage claims.

These contingent votes will be counted only if a motion to reject
their contract or lease is filed before the date of the
confirmation hearing, subject to certain conditions.

Noteholder claimants in Class 12 will receive a Solicitation
Package while Holders of Claims in Class 21 will receive a Notice
of Deemed Rejecting Status.  Due to the complex structure of the
securities industry, the Debtors propose to cause Logan & Co. to
transmit the corresponding forms no later than the Solicitation
Commencement Date.

Solicitation Packages and all forms of ballots and notices will
be mailed for informational purposes to, among others:

   -- the U.S. Trustee;

   -- counsel to the Creditors Committee;

   -- Internal Revenue Service;

   -- U.S. Securities and Exchange Commission; and

   -- the Office of New York State Attorney General.

                    Vote Tabulation Procedures

Only the ballots that are timely received, that contain
sufficient information to permit the identification of the
claimant, and that are cast as an acceptance or rejection of the
Plan will be counted.

Ballots timely received that indicates neither an acceptance or
rejection or both an acceptance and rejection of the Plan will be
counted as an acceptance.

Whenever two or more ballots are cast for the same claim prior to
the Voting Deadline, the last ballot received will supersede any
prior ballots.

Claim splitting is not permitted and creditors must vote all of
their claims within a particular class to either accept or reject
the Plan.

Claimants who have delivered a valid ballot are permitted to
withdraw their votes by delivering a valid written notice of
withdrawal to Logan & Co. at any time prior to the Voting
Deadline.

Original executed ballots should be returned to Logan & Co.
Any ballot sent via facsimile or e-mail will be rejected.

Votes cast by holders of Noteholder Claims in Class 12 will be
collected and retained for one year following the Voting Deadline
to enable the Court to verify the results.

                       Confirmation Hearing

The Debtors ask the Court to schedule the hearing to consider
confirmation of the Plan a date that will allow sufficient notice
in accordance with Rule 2002(b) of the Federal Rules of
Bankruptcy Procedure.

The Debtors ask the Court to fix the deadline for filing
objections to the Plan one week before the Confirmation Hearing,
at 4:00 p.m. on that date.

If the Disclosure Statement is approved on Aug. 4, 2006, the
Debtors believe that a Plan Objection Deadline on or after
Sept. 25, 2006, and a Confirmation Hearing on or after
Oct. 2, 2006, would satisfy the requirements of Bankruptcy
Rule 2002(b) and provide 10 days to reach beneficial holders of
the Debtors' public debt and equity.

The Debtors will publish a short-form notice of the Confirmation
Hearing and the Plan Objection Deadline in the national editions
of The New York Times and The Wall Street Journal, as well as in
the Sun-Sentinel, Florida Times-Union, Miami Herald, Orlando
Sentinel, Palm Beach Post, The Tampa Tribune, St. Petersburg
Times, News & Observer, Albany Herald, Ledger-Inquirer, Savannah
Morning News, The Courier Herald, The Times-Picayune, Press-
Register, Birmingham News, The Meridian Star, and Sun Herald.

                   Waiver of Local Rule 3071-1(b)

The Debtors ask the Court to waive the requirements of Local Rule
3071-1(b), under which applications for administrative expenses
must be made:

   (a) 15 days prior to the Confirmation Hearing; or

   (b) 30 days after the occurrence of the last event giving rise
       to the claim.

The Plan provides that all requests for payment of administrative
claims must be made by application filed with the Court and
served on counsel for the Reorganized Debtors not later than 45
days after the Plan's effective date.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, says that the
size and complexity of the Debtors' Chapter 11 cases justify the
waiver of Local Rule 3071-1(b).

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


WORLD WIDE: Court Appoints Basil T. Simon as Chapter 11 Trustee
---------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan Southern Division appoints
Basil T. Simon, Esq., as Chapter 11 Trustee for World Wide
Financial Services, Inc.'s bankruptcy case.

GMAC-RFC, the Debtor's largest unsecured creditor, sought the
appointment of a chapter 11 trustee pointing to the Debtor's
alleged:

    -- prepetition mismanagement;

    -- non-disclosure of insider transactions on its schedules;

    -- lack of current operations; and

    -- settlement with the State of Michigan Office of Financial
       and Insurance Services, which resulted to the loss of its
       license to continue operations and increased debt due to
       penalties to be assessed against the Debtor.

GMAC-RFC received Court authority to look into insiders' tax
returns.  The most recent return is for 2004.  GMAC-RFC found
discrepancies among the filed including unexplained and
undisclosed transfers of substantial assets prepetition to
insiders.

Saul Eisen, the U.S. Trustee for Region 9 consented to the
appointment though it would have preferred to have the Debtor's
case converted to a chapter 7 liquidation proceeding.

Paul J. Randel, Esq., speaking for the U.S. Trustee, reminded the
Court that early in the case, concerns were raised about the
Debtor's ability to reorganize because it has overwhelming debt
and its ability to generate revenue was questionable.  The revenue
was a concern because the Debtor was the subject of a highly
publicized dispute with state regulators and its license was
potentially in jeopardy.

Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors was
appointed in the case.  The Debtor reported $2.5 million in
assets and $32.5 million in liabilities in its statement of
assets and debts.


XYBERNAUT SOLUTIONS: Court Extends Plan Filing Period to Aug. 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
extended until Aug. 4, 2006, the exclusive period within which
Xybernaut Corporation and its affiliate, Xybernaut Solutions,
Inc., can file a chapter 11 reorganization plan.  The Court also
extended their exclusive right to solicit acceptances of that plan
to Oct. 4, 2006.

John H. Maddock III, Esq., at McGuireWoods LLP, tells the Court
that the Debtors have negotiated the principal terms for a chapter
11 plan, including exit financing from East River Capital, LLC, an
escrow fund and a cash flow note in favor of general unsecured
creditors and an intercreditor distribution arrangement funded by
proceeds generated from litigation and from the monetization of
patients.

Mr. Maddock notes that the extension will enable the Debtors to
have more time to prepare work through the details of drafting a
disclosure statement and plan that has been negotiated with East
River.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee
of Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* FTI Consulting Appoints Two New Senior Managing Directors
-----------------------------------------------------------
FTI Consulting, Inc., appointed two new senior managing directors.
G. Anthony Lopez joins FTI's Financial Investigations and Forensic
Accounting practice in the Forensic and Litigation Consulting
segment and Andy Scruton joins FTI's Creditor Rights practice in
the Corporate Finance segment.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "FTI seeks out talented professionals who
exemplify the expertise and professionalism our firm brings to
every client engagement.  Tony and Andy are outstanding additions
to the FTI team and will help us to further fulfill our commitment
to excellence."

G. Anthony Lopez joins FTI's Financial Investigations and Forensic
Accounting practice within the Forensic and Litigation Consulting
segment as senior managing director in the Washington D.C. office.
Mr. Lopez brings 18 years of experience as a CPA involved in
complex accounting, auditing, reporting and regulatory issues.  He
will work with FTI clients to provide time sensitive and critical
information in the areas of Securities Exchange Commission
accounting, financial investigations, forensic accounting and
financial statement reporting and disclosure.

Prior to joining FTI, Mr. Lopez provided thought leadership in
both the promulgation and interpretation of generally accepted
accounting principles in his roles as an associate chief
accountant in the Office of the Chief Accountant at the SEC and as
a staff member of the Financial Accounting Standards Board and
Emerging Issues Task Force.  Mr. Lopez's areas of expertise
include revenue recognition, leasing, business combinations, long-
lived assets, restructuring, impairments and restatements.
Previously, Mr. Lopez was a corporate vice president of two
Fortune 500 companies in the telecommunication and technology
sectors.  Mr. Lopez has also worked for several Big Four
accounting firms, including significant national office consulting
roles in which he provided advice on complex accounting issues.

Mr. Lopez holds a BS in Financial Accounting, summa cum laude,
from the Metropolitan State College of Denver and an MBA, cum
laude, from Regis University.

Andy Scruton joins the Creditor Rights practice within the
Corporate Finance segment as a senior managing director in FTI's
New York office.  With over 18 years of experience as a financial
advisor to companies and their creditors, Mr. Scruton has
extensive background with distressed or troubled corporate
situations, both in and out-of-court.  He also has significant
experience in the energy, telecommunications, manufacturing,
retail and consumer product industries.

Prior to joining FTI, Mr. Scruton was a founding managing director
of Giuliani Capital Advisors and a managing director at a Big Four
accounting firm.  He spent eight years working in London and
established considerable experience in the financial services and
insurance sectors.

Mr. Scruton holds an MA in Mathematics & Management Studies from
Cambridge University, is a fellow of the Institute of Chartered
Accountants in England and Wales and has passed the Series 7, 63
and 24 examinations.

                       About FTI Consulting

FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/--  
provides problem-solving consulting and technology services to
major corporations, financial institutions and law firms when
confronting critical issues that shape their future and the future
of their clients, such as financial and operational improvement,
major litigation, mergers and acquisitions and regulatory issues.
FTI has 25 offices in major US cities, and offices in Europe, Asia
and Australia.  FTI's total workforce of more than 1,400 employees
includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who are
committed to delivering the highest level of service to clients.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26, 2006
   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Should legislative protection or indemnities
      be provided to Chief Restructuring Officers
      to encourage turnarounds?
         Bondi Room, Sydney, NSW
            Contact: http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   EUROMONEY
      Leveraged Finance
         Hotel Rey Juan Carlos I, Barcelona, Spain
            Contact: http://www.euromoneyplc.com/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 13-15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Regional Conference
         Hyatt Regency Resort & Spa
            Lost Pines, TX
               Contact: 870-760-7116 or http://www.turnaround.org/

September 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Kick-Off Reception
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

September 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BOK Review - Management
         Gardner Carton & Douglas, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 19-20, 2006
   STRATEGIC RESEARCH INSTITUTE
      2nd Annual Euro Distressed Debt Summit
         Le Meridien Parkhotel, Frankfurt, Germany
            Contact: http://www.srinstitute.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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